SECURED CONVERTIBLE PROMISSORY NOTE

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Exhibit 4.16

THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE PAYEE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

SECURED CONVERTIBLE PROMISSORY NOTE

         FOR VALUE RECEIVED , LOCAL MATTERS, INC. , a Delaware corporation (" Company "), hereby promises to pay to Aaron Bromagem, an individual residing at 24417 North 45th Lane, Glendale, AZ 85310 (" Payee "), in lawful money of the United States of America and in immediately available funds, the principal sum of Five Hundred Thousand Dollars ($500,000.00) (the " Face Amount ") together with accrued and unpaid interest thereon, each due and payable on the dates, in the manner, and subject to the terms and conditions set forth below.

        This Promissory Note (the " Note ") is one of the Cash Notes (as defined in the Purchase Agreement as defined below) referred to in and is executed and delivered in connection with that certain Stock Purchase Agreement dated as of even date herewith executed by Company, the Payee and the other Shareholders (as defined therein) (as the same may from time to time be amended, modified or supplemented or restated, the " Purchase Agreement "). Additional rights and obligations of Payee are set forth in the Purchase Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.

         1.    Principal Repayment; Conversion.     

         1.1    Conversion Upon Qualifying IPO.     The Face Amount, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the Company's common stock upon the closing of a Qualifying IPO at the IPO Price. For purposes of this Note, a "Qualifying IPO" refers to the underwritten initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the " Act "), covering the offer and sale of the Company's common stock, the closing of which occurs on or prior to the one-year anniversary of the date of issuance of this Note (the " Anniversary Date "). The IPO Price means the price per share paid by the public for a share of common stock of the Company in the Qualifying IPO.

         1.2    Repayment Without Qualifying IPO.     In the event that no Qualifying IPO occurs on or prior to the Anniversary Date, the Face Amount, together with all accrued and unpaid interest thereon, shall be due and payable in installments, as follows:

(a)

On October 31 of each calendar year following the Anniversary Date, the Company shall pay an amount equal to the Available Cash Amount to the holders of the Cash Notes (the " Cash Note Holders "), pro rata in accordance with the relative Face Amounts of the Cash Notes held by the respective Cash Note Holders, until this Note is paid in full. For purposes of this Note, the "Available Cash Amount" shall be calculated as set forth on EXHIBIT A attached hereto.

(b)

To the extent not paid in full pursuant to Section 1.2(a) above, the unpaid Face Amount, together with all accrued and unpaid interest thereon, shall be due and payable in full on April 30, 2015.

         2.    Interest Rate.     Company further promises to pay interest on the outstanding Face Amount hereof from the date hereof until payment in full, which interest shall be payable at the rate of six

percent (6%) per annum. Interest shall be payable in cash or in shares of the Company's common stock, as applicable in accordance with Section 1. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed. Upon the occurrence and during the continuance of an Event of Default, Payee shall have the right by written notice to Company to prospectively increase the interest rate under this Note to be equal to fourteen (14%) percent per annum until such Event of Default is cured, but in no event to exceed the maximum rate allowed by law on commercial loans.

         3.    Place of Payment.     All amounts payable hereunder shall be payable to Payee at, 24417 North 45th Lane, Glendale, AZ 85310, unless another place of payment shall be specified in writing by Payee.

         4.    Registration Rights.     In case the Company shall receive from the Payee (or its assigns) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Company common stock issued or issuable upon conversion of this Note (a " Registration Request "), the Company will as soon as practicable (and in any event not later than thirty (30) days following the later of (a) the date of the Registration Request and (b) the S-3 Eligibility Date), 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 of the shares of Company common stock as are specified in such request; provided, however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4 if Form S-3 (or any successor or similar form) is not available for such offering by the Payee (or its assigns). The date on which the Company is first eligible to file registration statements on Form S-3 is referred to herein as the " S-3 Eligibility Date ." The Payee's (and its assigns') registration rights pursuant to this Section 4 shall expire if (a) the Company has completed its IPO and is subject to the provisions of the Securities Exchange Act of 1934, as amended, and (b) all shares of Company common stock held by and issuable to such Payee (and its affiliates, partners, former partners, members and former members) may be sold under Rule 144 during any ninety (90) day period.

         5.    Application of Payments.     Payment on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance hereof.

         6.    Secured Note.     The full amount of this Note is secured by the collateral (the " Collateral ") identified and described as security therefor in the Security Agreements and the Pledge Agreement, each of even date herewith (the " Security Agreements ") executed by and delivered by Company to Payee. Company shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any Lien (as defined in the Security Agreements) on or in the Collateral, or in any portion thereof, except as permitted pursuant to the Security Agreements. Payee shall release its lien on the Collateral upon delivery by Company to a restricted account acceptable to Payee, in its reasonable discretion and over which Payee has a first lien and security interest, of cash collateral in an amount equal to the then outstanding Face Amount and all accrued but unpaid interest on this Note.

         7.    Set off.     All payments to be made under this Note shall be subject to setoff under the terms and conditions set forth in Section 7 of the Purchase Agreement. Any such setoffs shall be applied first to accrued interest and thereafter to unpaid principal.

         8.    Conversion.     

         8.1    Mechanics and Effect of Conversion.     No fractional shares of Company's capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which Payee would otherwise be entitled, Company will pay to Payee in cash at the Conversion Price the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note, Payee shall surrender this Note, duly endorsed, at the principal office of the Company or any transfer agent of the Company. At its

2

expense, the Company will no later than the third day after receipt of this Note, issue and deliver to Payee, at such principal office, a certificate or certificates for the number of shares to which Payee is entitled upon such conversion, together with any other securities and property to which Payee is entitled upon such conversion under the terms of this Note, including a check payable to Payee for any fractional share.

         8.2    Reservation of Stock Issuable Upon Conversion.     Company shall at all times reserve and keep available out of its authorized but unissued shares of Company's common stock, solely for the purpose of effecting