THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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Exhibit 4.8

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

        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 ."

WITNESSETH:

        WHEREAS, concurrent with the execution of this Agreement, Sandler acquired from the Company 5,000,000 shares of Series 3 Preferred Stock, par value $0.001 per share (the "Series 3 Preferred Stock" ) in a private offering of its securities (the " Offering "), pursuant to that certain Stock Purchase Agreement, dated as of the date hereof, by and among Sandler Capital Partners V, L.P., Sandler Capital Partners V FTE, L.P., and Sandler Capital Partners V Germany, L.P. and the Company; and

        WHEREAS, certain rights were previously granted to the holders of the Series 1 Preferred Stock and Series 2 Preferred Stock, among others, pursuant to that certain Second Amended and Restated Investor Rights Agreement, dated April 14, 2005, by and among the Company and the parties named therein (the " Prior Agreement ").

        NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, THE PARTIES AGREE AS FOLLOWS:

1.     GENERAL

        1.1    Amendment and Restatement of Prior Agreement . The undersigned parties, who constitute the requisite parties necessary to amend the Prior Agreement, hereby agree that, effective upon the date hereof, the Prior Agreement is null and void and superseded by the rights and obligations set forth in this Agreement.

        1.2    Certain Definitions .

        " Affiliate " shall mean, with respect to any non-individual Shareholder, any person or entity that, directly or indirectly, controls or is controlled by or is under common control with such Shareholder. As used in this definition, "control" shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership interests, by contract or otherwise).

        " Code " shall mean the Internal Revenue Code of 1986, as amended.

        " Common Stock " shall mean the Common Stock, par value $0.001 per share, of the Company, as constituted as of the date of this Agreement.

        " Equity Securities " shall mean shares of Common Stock, Series 1 Preferred Stock, Series 2 Preferred Stock and Series 3 Preferred Stock and any other securities of the Company issued in exchange for, upon conversion or in substitution of, or otherwise in respect of such shares.

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        " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute and rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.

        " IRS " shall mean the U.S. Internal Revenue Service.

        " ISx Debt " shall mean indebtedness evidenced by one or more promissory notes, in the aggregate face amount of approximately $14.75 million, issued to Kevin Kimberlin Partners LP (" KKP "), or one or more of its designees or assignees, by Information Services eXtended, Inc.

         "NASD" means the National Association of Securities Dealers, Inc.

        " Person " means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

        " Preferred Shares " shall collectively mean the Series 1 Preferred Stock, the Series 2 Preferred Stock and the Series 3 Preferred Stock.

        " Public Sale " shall mean any sale of Equity Securities to the public pursuant to an offering registered under the Securities Act or pursuant to the provisions of Rule 144 (or any similar rule or rules then in effect) under the Securities Act.

        " SEC " shall mean the U.S. Securities and Exchange Commission.

        " Securities Act " shall mean the Securities Act of 1933, as amended, or any similar federal statute and rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.

        " Series 1 Preferred Stock " shall mean the Company's Series 1 Preferred Stock, par value $0.001 per share.

        " Series 2 Preferred Stock " shall mean the Company's Series 2 Preferred Stock, par value $0.001 per share.

        " Series 3 Preferred Stock " has the meaning set forth in the recitals to this Agreement.

        " Transfer " shall mean any voluntary or involuntary, direct or indirect, sale, transfer, conveyance, assignment, gift, donation, assignment, pledge, hypothecation, delivery or other disposition by a Shareholder of Equity Securities, but shall not include any redemption or repurchase of Equity Securities by the Company.

        " Transfer Notice " shall have the meaning set forth in Section 5.2 hereof.

2.     REGISTRATION RIGHTS

        2.1    Definitions . As used herein, the following terms shall have the following respective meanings:

        " Holder " or " Holders " shall mean any person or persons to whom Registrable Securities were originally issued or qualifying transferees under Section 2.11 hereof who hold Registrable Securities and for purposes of any registration under Sections 2.2, 2.3 or 2.4.

         "Holders' Counsel" shall mean a single firm or counsel designated as selling stockholders' counsel by the Holders of a majority in interest of the Registrable Securities being registered in the relevant registration.

        " Register ," " registered ," and " registration " each shall refer to a registration effected by preparing and filing a registration statement or statements or similar documents in compliance with the Securities

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Act and the declaration or ordering of effectiveness of such registration statement or document by the SEC.

        " Registrable Securities " means, at any time, (a) the shares of Common Stock held by the Shareholders as of the date hereof, (b) the shares of Common Stock issuable upon conversion of the Preferred Shares, (c) the shares of Common Stock issuable upon conversion of the Series 2 Preferred Stock issuable upon exercise of the warrants issued to the Placement Agent or its designees in connection with the sale of shares of Series 2 Preferred (the " Placement Agent's Warrants "), (d) the shares of Common Stock issuable upon conversion of the Preferred Shares issuable upon exercise of the warrant or warrants issued to KKP or one or more of its designees in connection with the ISx Debt, and (e) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided , however , that shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities (i) upon their sale pursuant to a registration statement or Rule 144 under the Securities Act, (ii) upon any sale in any manner to a person or entity which is not entitled to the rights under this Agreement, or (iii) at such time, following an initial public offering of the Company's Common Stock, as such Registrable Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act or another similar exemption under the Securities Act.

        " Requisite Period " shall mean, with respect to a firm commitment underwritten public offering, the period commencing on the effective date of the registration statement and ending on the date each underwriter has completed the distribution of all securities purchased by it and, with respect to any other registration, the period commencing on the effective date of the registration statement and ending on the earlier of (i) the date on which the sale of all Registrable Securities covered thereby is completed and (ii) 180 days after such effective date.

        2.2    Demand Registration .

        (a)   If, at any time following the date on which the Company shall have registered any of its securities (including registration of shares held by persons other than "Holders" hereunder) under the Exchange Act (unless such registration is in connection with a firmly underwritten initial public offering of the Company's Common Stock (an " IPO "), then, at any time more than 180 days after the effectiveness of such IPO), (x) the Holders of Registrable Securities representing a majority of such Registrable Securities and (y) the holders of a majority of the shares of Series 3 Preferred Stock, each shall have the right (which right is in addition to the registration rights under Sections 2.3 and 2.4 hereof), exercisable by written notice to the Company (the " Demand Notice "), to have the Company prepare and file with the SEC, in the case of the Holders of Registrable Securities representing a majority of such Registrable Securities on two (2) occasions (provided that two or more registration statements filed in response to one Demand Notice shall be counted as one occasion) and in the case of holders of a majority of the shares of Series 3 Preferred Stock on one (1) occasion (provided that two or more registration statements filed in response to one Demand Notice shall be counted as one occasion), a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and Holders' Counsel, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Registrable Securities (which may be an underwritten offering if so demanded) and cause such registration statement to be declared effective by the SEC within 120 days after such filing. The Company shall give written notice (a " Registration Notice ") of any registration request under Section 2.2(a) to all other Holders of the Registrable Securities within ten (10) days from the date of receipt of the Demand Notice. The Company will, as expeditiously as reasonably possible, register the number of shares specified in the Demand Notice and in notices received from any other Holders of the Registrable Securities who notify the Company within ten (10) days after receiving the Registration Notice; provided that the Company shall have the right to delay or suspend the effectiveness of such registration request: (i) for such

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reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary under applicable securities laws to avoid the use of stale financial statements, (ii) if the Company would be required to divulge in such registration statement the existence of any fact relating to a material business situation, transaction or negotiation not otherwise required to be disclosed, or (iii) if the Board of Directors of the Company shall determine in good faith that the registration to be effected would not be in the best interest of the Company, in each such case the Company shall have the right to delay such filing for a period of no longer than ninety (90) days (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period).

        (b)   Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to effect a registration pursuant to this Section 2.2 within 180 days following the effective date of (i) a registration statement filed by the Company in accordance with Sections 2.2 or 2.3 or (ii) a registration statement for the account of another holder of securities of the Company if the Holders were afforded the opportunity to include the Registrable Securities in such registration.

        2.3    Piggyback Registration .

        (a)   If, at any time, the Company proposes to register any of its securities under the Securities Act (other than in connection with an IPO or pursuant to Section 2.2 hereof or on Forms S-8, S-4 or comparable forms of registration statements), the Company will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders of the Registrable Securities of its intention to do so. If any Holder notifies the Company within twenty (20) days after receipt of any such notice of its desire to include any Registrable Securities in such proposed registration statement, the Company shall afford such Holder of the Registrable Securities the opportunity to have any such Registrable Securities registered under such registration statement.

        (b)   Notwithstanding the provisions of this Section 2.3, (i) the Company shall have the right any time after it shall have given written notice pursuant to this Section 2.3 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the Holders and any other persons or entities entitled to be included in such public offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata with all other selling stockholders included on any such registration based upon the relative holdings of shares of Common Stock of such entities to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such reduced portion (which may be none) of the Registrable Securities with respect to which such Holder has provided notice pursuant to this Section 2.3. In no event shall the Company be required pursuant to this Section 2.3 to reduce the amount of securities to be registered by it. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Section 2.3 without thereby incurring any liability to the Holders.

        2.4    S-3 Registration . In the event that the Company receives written requests from (x) any Holder or Holders of not less than thirty percent (30%) of the Registrable Securities or (y) holders of a majority of the shares of Series 3 Preferred Stock calling upon the Company to effect a registration on

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Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will:

        (a)   give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders;

        (b)   as soon as practicable, 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 or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or (v) if the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and

        (c)   subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders and cause such registration statement to be declared effective by the SEC. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration pursuant to Section 2.2 or registrations otherwise effected pursuant to Sections 2.2 or 2.3.

        2.5   " Market Stand-Off" Agreement .

        (a)   Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for (i) the 180-day period following the effective date of the IPO (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period, not to exceed 18 days after the expiration of the 90-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711); provided, that all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. The obligations described in this Section 2.5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future;

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        (b)   Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of such Common Stock (or other securities) until the end of such period. The underwriters of the Company's stock are intended third party beneficiaries of this Section 2.5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

        (c)   No Holder of Registrable Securities subject to this Section 2.5 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 2.5 unless all other Holders of Registrable Securities subject to the same type of obligation are also released.

        2.6    Expenses of Registration . All expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2, including without limitation, all registration, filing and qualification fees, printing expenses, fees and disbursements of counsel for the Company and Holders' Counsel and expenses of any special audits incidental to or required by such registration, shall be borne by the Company except: (a) the Company shall not be required to pay fees or disbursements of legal counsel of the Holders other than the fees and disbursements of Holders' Counsel; and (b) the Company shall not be required to pay any underwriter's fees, discounts or commissions relating to Registrable Securities. The Holders of Registrable Securities sold pursuant to any registration, qualification or compliance pursuant to Section 2 shall bear the expense of any broker's commission or underwriter's discount or commission relating to the registration and sale of such Holders' Registrable Securities and, subject to the preceding sentence, shall bear the fees and expenses of their own counsel.

        2.7    Registration Procedures . If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible:

        (a)   prepare and file with the SEC a registration statement with respect to such securities and use its best efforts to cause such registration statement to become effective not later than 120 days from the date of its filing and to remain effective for the Requisite Period; provided, however , that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the " Suspension Period "), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the Requisite Period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the Holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall use their best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice;

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        (b)   prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the provisions of the Securities Act and rules and regulations of the SEC with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the intended method of disposition set forth in such registration statement for such period;

        (c)   furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the Registrable Securities covered by such registration statement;

        (d)   use its best efforts (i) to register or qualify the Registrable Securities covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, as the managing underwriter, reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions; provided, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

        (e)   use its best efforts to list the Registrable Securities covered by such registration statement with any national securities exchange or automated quotation system on which the Common Stock of the Company is then listed or traded, or, if the Common Stock is not then listed on a national securities exchange, use its best efforts to facilitate the reporting of the Common Stock on any national securities exchange or automated quotation system;

        (f)    immediately notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly amend or supplement such registration statement to correct any such untrue statement or omission;

        (g)   notify each seller of Registrable Securities of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and take all action required to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time;

        (h)   permit Holders' Counsel to review and comment on the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall not file any document in a form to which such counsel reasonably objects and keep Holders' Counsel advised as to the initiation and progress of any registration under Section 2.3, Section 2.3 or Section 2.4 hereunder;

        (i)    if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature, including, without

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limitation, customary indemnification and contribution provisions and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the underwriter;

        (j)    if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein), and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

        (k)   take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in such denominations and registered in such names as the Shareholders or any underwriters may reasonably request;

        (l)    take all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the registration statement; and

        (m)  cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD.

        In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

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        2.8    I