REGISTRATION RIGHTS AGREEMENT



          REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 31,

2007, by and among Local.com Corporation, a Delaware corporation, with

headquarters located at One Technology Drive, Building G, Irvine, California

92618 (the "COMPANY"), and the investors listed on the Schedule of Buyers

attached hereto (each, a "BUYER" and collectively, the "BUYERS").



          WHEREAS:



          A. In connection with the Securities Purchase Agreement by and among

the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"),

the Company has agreed, upon the terms and subject to the conditions of the

Securities Purchase Agreement, to issue and sell to each Buyer (i) shares (the

"COMMON SHARES") of the Company's common stock, par value $0.00001 per share

(the "COMMON STOCK"), and (ii) two tranches of warrants (the "WARRANTS") which

will be exercisable to purchase shares of Common Stock (as exercised, the

"WARRANT SHARES") in accordance with the terms of the Warrants.



          B. In accordance with the terms of the Securities Purchase Agreement,

the Company has agreed to provide certain registration rights under the

Securities Act of 1933, as amended, and the rules and regulations thereunder, or

any similar successor statute (collectively, the "1933 ACT"), and applicable

state securities laws.



          NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Company and each

of the Buyers hereby agree as follows:



          1. Definitions.



          Capitalized terms used herein and not otherwise defined herein shall

have the respective meanings set forth in the Securities Purchase Agreement. As

used in this Agreement, the following terms shall have the following meanings:





               (a) "ADDITIONAL EFFECTIVE DATE" means the date the Additional

Registration Statement is declared effective by the SEC.



               (b) "ADDITIONAL EFFECTIVENESS DEADLINE" means the date which is

thirty (30) calendar days after the earlier of the Additional Filing Date and

the Additional Filing Deadline or in the event that the Registration Statement

is subject to a full review by the SEC, ninety (90) calendar days after the

earlier of the Additional Filing Date and the Additional Filing Deadline.



               (c) "ADDITIONAL FILING DATE" means the date on which the

Additional Registration Statement is filed with the SEC.



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               (d) "ADDITIONAL FILING DEADLINE" means if Cutback Shares are

required to be included in the Additional Registration Statement, the later of

(i) the date sixty (60) days after the date substantially all of the Registrable

Securities registered under the immediately preceding Registration Statement are

sold and (ii) the date six (6) months from the Initial Effective Date or the

last Additional Effective Date, as applicable.



               (e) "ADDITIONAL REGISTRABLE SECURITIES" means, (i) any Cutback

Shares not previously included on a Registration Statement and (ii) any share

capital of the Company issued or issuable with respect to the Common Shares, the

Warrants, the Warrant Shares or Cutback Shares, as applicable, as a result of

any stock split, stock dividend, recapitalization, exchange or similar event or

otherwise.



               (f) "ADDITIONAL REGISTRATION STATEMENT" means a registration

statement or registration statements of the Company filed under the 1933 Act

covering any Additional Registrable Securities.



               (g) "ADDITIONAL REQUIRED REGISTRATION AMOUNT" means (I) (i) any

Cutback Shares not previously included on a Registration Statement or (II) such

other amount as may be required by the staff of the SEC pursuant to Rule 415.



               (h) "BUSINESS DAY" means any day other than Saturday, Sunday or

any other day on which commercial banks in The City of New York are authorized

or required by law to remain closed.



               (i) "CLOSING DATE" shall have the meaning set forth in the

Securities Purchase Agreement.



               (j) "CUTBACK SHARES" means any of the Initial Required

Registration Amount or the Additional Required Registration Amount (without

regard to clause (II) in the definition thereof) of Registrable Securities not

included in all Registration Statements previously declared effective hereunder

as a result of a limitation on the maximum number of shares of Common Stock of

the Company permitted to be registered by the staff of the SEC pursuant to Rule

415.

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