X0202 3 2007-02-22 0 0001259550 LOCAL.COM LOCM 0001052747 HEARST COMMUNICATIONS INC 959 8TH AVE NEW YORK NY 10019 0 0 1 0 9% Senior Secured Convertible Note 4.02 2007-02-22 2009-02-22 Common Stock 1492537 D Warrant (Right to Buy) 4.82 2007-02-22 2012-02-22 Common Stock 597015 D Warrant (Right to Buy) 5.63 2007-02-22 2012-02-22 Common Stock 597015 D Subject to any provisions and adjustments as set forth in that certain Purchase Agreement dated as of February 22, 2007 by and among Local.com Corporation, Hearst Communications, Inc. ("Hearst Communications"), SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore Operating Fund, L.P. Subject to any provisions or adjustments as set forth in the Series A Warrant to Purchase 597,015 shares of common stock, par value $0.00001 per share of Local.com Corporation ("Series A Warrant") issued to Hearst Communications on February 22, 2007. Subject to any provisions or adjustments as set forth in the Series B Warrant to Purchase 597,015 shares of common stock, par value $0.00001 per share of Local.com Corporation ("Series B Warrant" and together with the Series A Warrant, the "Warrants") issued to Hearst Communications on February 22, 2007. Hearst Communications is the direct holder of the 9% Senior Secured Convertible Note (the "Note") and Warrants and, pursuant to Rule 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), the beneficial owner of the underlying common stock of Local.com Corporation of each of the Note and the Warrants (collectively, the "Securities"). Hearst Communications is a subsidiary of Hearst Magazines Property, Inc. ("Hearst Magazines") and Hearst Holdings, Inc. ("Hearst Holdings"). Hearst Magazines is a wholly-owned subsidiary of Communications Data Services, Inc. ("CDS"). CDS is a wholly-owned subsidiary of Hearst Holdings. Hearst Holdings is a wholly-owned subsidiary of The Hearst Corporation ("Hearst"). The Hearst Family Trust (the "Trust") is the sole shareholder of Hearst. By reason of the provisions of Rule 16a-1 of the Exchange Act, Hearst Magazines, CDS, Hearst Holdings, Hearst, and the Trust may be deemed to be the beneficial owners of the Securities. Additional Signatures of Reporting Person Dated: March 1, 2007 HEARST MAGAZINES PROPERTY, INC. By: /s/ James M. Asher Name: James M. Asher Title: Senior Vice President Dated: March 1, 2007 COMMUNICATIONS DATA SERVICES, INC. By: /s/ James M. Asher Name: James M. Asher Title: Senior Vice President Dated: March 1, 2007 HEARST HOLDINGS, INC. By: /s/ James M. Asher Name: James M. Asher Title: Senior Vice President Dated: March 1, 2007 THE HEARST CORPORATION By: /s/ James M. Asher Name: James M. Asher Title: Senior Vice President Dated: March 1, 2007 THE HEARST FAMILY TRUST By: /s/ Frank A. Bennack, Jr. Name: Frank A. Bennack, Jr. Title: Trustee James M. Asher 2007-03-01