INDEMNITY AGREEMENTIndemnity Agreement • March 22nd, 2006 • Local Matters Inc. • Delaware
THIS AGREEMENT is made and entered into this day of , 2005 by and between LOCAL MATTERS, INC., a Delaware corporation (the "Corporation"), and ("Agent").
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
THIS SECURITY AGREEMENT dated as of October 14, 2005 ("Security Agreement"), is made by and among ONLINE WEB MARKETING, INC., a Utah corporation ("Grantor"), and the secured parties listed on the signature pages hereto (each, a "Secured Party" and, collectively, the "Secured Parties").
QuickLinks -- Click here to rapidly navigate through this documentLocal Matters Inc. • March 22nd, 2006 • Delaware
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.
STOCK PURCHASE AGREEMENT by and among LOCAL MATTERS, INC., SANDLER CAPITAL PARTNERS V, L.P., SANDLER CAPITAL PARTNERS V FTE, L.P. and SANDLER CAPITAL PARTNERS V GERMANY, L.P.Stock Purchase Agreement • March 22nd, 2006 • Local Matters Inc. • New York
STOCK PURCHASE AGREEMENT, dated as of October 14, 2005, by and among Local Matters, Inc., a Delaware corporation (the "Company"), and the parties listed on Exhibit A (the "Purchasers").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made as of this 30th day of June, 2005, by and between LOCAL MATTERS, INC. ("Employer"), and PERRY EVANS ("Executive").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
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").
OFFICE BUILDING LEASE AGREEMENT 3445 NORTH CAUSEWAY BOULEVARD OFFICE BUILDING LANDLORD: 3445 North Causeway Limited Liability Company TENANT: YP WEB PARTNERS, LLC DATED: May 21, 2004Office Building Lease Agreement • March 22nd, 2006 • Local Matters Inc.
This Office Building Lease Agreement (the “Lease”) is entered into as of the 21st day of May 2004, by and between 3445 North Causeway Limited Liability Company (“Landlord”), and YP Web Partners, LLC.
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
THIS SECURITY AGREEMENT dated as of April 14, 2005 ("Security Agreement"), is made by APTAS, INC., a Delaware corporation ("Grantor"), in favor of YP WEB PARTNERS, LLC, a Louisiana limited liability company ("Secured Party").
ANNEX A FORM OF SUBSCRIPTION AGREEMENTLocal Matters Inc. • March 22nd, 2006 • Delaware
CONFIRMATION AND RELEASE AGREEMENTConfirmation and Release Agreement • March 22nd, 2006 • Local Matters Inc. • New York
This Confirmation and Release Agreement (the "Agreement"), by and between Spencer Trask Ventures, Inc., a Delaware corporation ("Spencer Trask") and Local Matters, Inc., a Delaware corporation ("LMI"), is executed to be effective this 14th day of October, 2005.
VOTING PROXY AGREEMENTVoting Proxy Agreement • March 22nd, 2006 • Local Matters Inc. • New York
This Voting Proxy Agreement (this "Agreement") is made and entered into as of December 30, 2005 by and among Spencer Trask Ventures, Inc. ("Spencer Trask Ventures"), Spencer Trask Software, LLC ("Spencer Trask Software"), Spencer Trask Investment Partners, LLC ("STIP"), Spencer Trask Intellectual Capital Company LLC ("STICC"), and Spencer Trask Media and Communications Group LLC ("STMCG"), Yelo Partners I, LLC and Yelo Partners II, LLC (collectively, "Yelo" and together with Spencer Trask Ventures, Spencer Trask Software, STIP, STICC and STMCG, the "ST Entities"), and Local Matters, Inc. (the "Company"). Capitalized terms used but not defined herein have the definitions ascribed to such terms in the IRA (as defined below).
LEASELease • March 22nd, 2006 • Local Matters Inc. • Colorado
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 22nd, 2006 • Local Matters Inc. • New York
This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of October 14, 2005 by and among LOCAL MATTERS, INC., a Delaware corporation (the "Company"), the holders of the Company's Series 1 Preferred Stock, par value $0.001 per share (the "Series 1 Preferred Holders"), the holders of the Company's Series 2 Preferred Stock, par value $0.001 per share (the "Series 2 Preferred Holders"), Spencer Trask Ventures, Inc. (the "Placement Agent"), Sandler Capital Partners V, L.P., Sandler Capital Partners V FTE, L.P., and Sandler Capital Partners V Germany, L.P. (collectively, "Sandler" or the "Series 3 Preferred Holders"). The Series 1 Preferred Holders, the Series 2 Preferred Holders, the Series 3 Preferred Holders and the Placement Agent are sometimes referred to in this Agreement collectively as the "Shareholders."
PLEDGE AGREEMENTPledge Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
THIS PLEDGE AGREEMENT, dated as of October 14, 2005 (together with all amendments, if any, from time to time hereto, this "Agreement") is among LOCAL MATTERS, INC., a Delaware corporation ("Pledgor") and the parties listed on the signature pages hereto (each, a "Pledgee" and, collectively, the "Pledgees").
LOCAL MATTERS, INC. FIRST AMENDMENT TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 22nd, 2006 • Local Matters Inc.
This First Amendment to the Third Amended and Restated Investor Rights Agreement (the "Amendment") is entered into as of November 28, 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").
QuickLinks -- Click here to rapidly navigate through this documentLocal Matters Inc. • March 22nd, 2006
As you know, Spencer Trask Intellectual Capital Company, a Delaware limited liability company ("STIC"), and International Business Machines Incorporated, a New York corporation ("IBM"), who, together own all the issued and outstanding shares of Information Services Extended, Inc., a Delaware corporation (the "Company"), plan to sell their outstanding shares of capital stock in the Company (the "Acquisition") to Aptas, Inc., a Delaware corporation (or any successor thereto or holding company or other entity owning such company or successor thereto) ("Aptas"), pursuant to the terms of a Stock Purchase Agreement, by and among Aptas, STIC and IBM (the "Purchase Agreement").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
ASSET PURCHASE AGREEMENT among: YP WEB PARTNERS, LLC, a Louisiana limited liability company; YPSOLUTIONS.COM, INC., a Nevada corporation; THE HAMMACK- JONES GROUP, LLC, a Louisiana limited liability company; and APTAS, INC., a Delaware corporationAsset Purchase Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
THIS ASSET PURCHASE AGREEMENT is entered into as of March 31, 2005, by and among: YP WEB PARTNERS, LLC, a Louisiana limited liability company (the "Seller"); YPSOLUTIONS.COM, Inc., a Nevada corporation, and THE HAMMACK-JONES GROUP, LLC, a Louisiana limited liability company (collectively, the "Members"); and APTAS, INC., a Delaware corporation (the "Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 22nd, 2006 • Local Matters Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") is made and entered into as of April 14, 2005, by and among: Aptas, Inc., a Delaware corporation ("Purchaser"); and the following parties (collectively, the "Shareholders" and, individually, a "Shareholder"): SPENCER TRASK INTELLECTUAL CAPITAL COMPANY LLC, a Delaware limited liability company ("STIC"), and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("IBM"); and Kevin Kimberlin, acting as the Shareholder's Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOCAL MATTERS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2006 • Local Matters Inc. • Colorado
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.
RESCISSION AGREEMENTRescission Agreement • March 22nd, 2006 • Local Matters Inc. • Delaware
THIS RESCISSION AGREEMENT ("Agreement") is made and entered into as of April 14, 2005, by and among: Aptas, Inc., a Delaware corporation ("Purchaser"); and the following parties (collectively, the "Shareholders" and, individually, a "Shareholder"): SPENCER TRASK INTELLECTUAL CAPITAL COMPANY LLC, a Delaware limited liability company("STIC"), and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("IBM"). Certain capitalized terms used herein are defined in Exhibit A.
MERGERS & ACQUISITION AGREEMENTLocal Matters Inc. • March 22nd, 2006
You have agreed that, as of March 28, 2001, Spencer Trask Ventures, Inc. ("Spencer Trask") has been engaged to act as a finder or financial consultant for you in various transactions in which Information Services Extended ("ISx" or the "Company") may be involved, which transactions may include the following: a merger or purchase of some or all of the stock or assets of the Company; an investment in the securities of a loan to the Company; or a licensing agreement, joint venture, distribution agreement or product purchase arrangement (singularly and in combination, a "Transaction"). The Company hereby agrees to pay an initial fee to Spencer Trask of $150,000 for its initial and on-going consulting service and to reimburse Spencer Trask for all expenses it incurs on behalf of the Company, said fee and expenses to be accrued and paid upon closing of a Transaction. Further, the Company hereby agrees that in the event it designates Spencer Trask to engage directly with another entity or par
PLACEMENT AGENCY AGREEMENTLocal Matters Inc. • March 22nd, 2006 • New York
Aptas, Inc., a Delaware corporation (together with any subsidiaries, the "Company") and Spencer Trask Ventures, Inc., a Delaware corporation (the "Placement Agent") hereby agree as follows:
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2006 • Local Matters Inc. • New York
This SECURITY AGREEMENT (the "Security Agreement"), is made as of April 14, 2005 (the "Effective Date"), by and among Information Services Extended, Inc., a Delaware corporation ("Grantor"), Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("Kimberlin"), as lender, and Kimberlin, as agent for itself and any third party as provided for herein (a "Third Party and together with Kimberlin, "Lenders") (in such capacity, "Agent").
FIRST AMENDMENT TO LEASELease • March 22nd, 2006 • Local Matters Inc. • Florida
THE FIRST AMENDMENT TO LEASE is made and entered into as of April 25th, 2005, by and between UNUM LIFE INSURANCE COMPANY OF AMERICA, a Maine corporation having its principal office at 2211 Congress Street, Portland, Maine 04122-0590, hereinafter called “Landlord”, and Information Services Extended, Inc., a Florida corporation, having its principal office at 6301 N.W. 5th Way, Suite 4000, Fort Lauderdale, Florida, 33309 hereinafter called “Tenant”.
