S-8

Registration No. 333-

As filed with the Securities and Exchange Commission on September 30, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

INFOSPACE, INC.

(Exact name of registrant as specified in its charter)

Delaware	91-1718107
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

601 108^th Avenue NE, Suite 1200

Bellevue, Washington 98004

(Address, including zip code and telephone number, of principal executive offices)

INFOSPACE, INC. RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

(Full title of the plan)

Alesia L. Pinney

General Counsel and Secretary

InfoSpace, Inc.

601 108^th Avenue NE, Suite 1200

Bellevue, Washington 98004

(425) 201-6100

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer  [  ]    Accelerated filer þ     Non-Accelerated filer  [  ]    Smaller reporting company  [  ]

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $0.0001 par value, of InfoSpace, Inc.	9,651,091	$8.12	$78,366,858.92	$5,587.56

(1) The number of shares of common stock, par value $0.0001 per share, stated above includes Common Stock, options, and other rights to acquire Common Stock under the InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan. Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2) This calculation is estimated solely for the purpose of determining the registration fee pursuant to Rule 457 (c) and (h) under the Securities Act on the basis of the average of the high and low prices of the registrant’s common stock as reported on the NASDAQ Global Select Market on September 23, 2010.

EXPLANATORY NOTE

This Registration Statement on Form S-8 ( “Registration Statement”) is being filed by InfoSpace, Inc., a Delaware corporation (the “Registrant”), relating to 9,651,091 shares of its common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible directors, officers, employees, and other service providers of the Registrant under the InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan (the “Plan”). The Common Stock being registered hereunder is in addition to the 10,395,603 shares of Common Stock issuable under the Plan that were registered on the Registrant’s Form S-8s filed on December 18, 1998 (File No. 333-69165), June 25, 1999 (File No. 333-81593), July 27, 2000 (File No. 333-42340), April 6, 2001 (File No. 333-58420), and December 12, 2006 (File No. 333-139284), which are incorporated herein by reference (the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “SEC” or the “Commission”) are hereby incorporated by reference in this Registration Statement, other than information in a report or document that is “furnished” and not “filed” pursuant to the applicable rules and regulations of the SEC:

A. The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 26, 2010;

B. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 6, 2010;

C. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 4, 2010;

D. The Registrant’s Current Reports on Form 8-K, filed with the SEC on February 16, 2010, March 23, 2010, May 12, 2010, September 17, 2010, and September 24, 2010;

E. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2009; and

F. The description of the Registrant’s common stock, par value $0.0001 per share, contained in the registration statement on Form 8-A/A (File No. 000-25131) filed with the SEC on June 5, 2009, pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of a corporation under certain circumstances from liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the

corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases, or (iv) for any transaction from which the director derived an improper personal benefit.

As permitted by the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), provides that, to the fullest extent permitted by the DGCL, no director shall be personally liable to the Registrant or to its stockholders for monetary damages for breach of fiduciary duty as a director. The effect of this provision in the Charter is to eliminate the rights of the Registrant and its stockholders (through stockholders’ derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director thereof (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i)-(iv), inclusive, above. These provisions will not alter the liability of directors under federal securities laws. The Charter also provides that any amendment or repeal of the right of indemnification provided under the Charter will not be adversely affected for acts or omissions occurring prior to such amendment or repeal.

The Registrant’s Restated Bylaws, as amended (“Bylaws”), provide for indemnification of the Registrant’s officers and directors to the maximum extent permitted by the DGCL and establish such right to be a contract right. The Bylaws also provide that expenses incurred by an officer or director of the Registrant (acting in his or her capacity as such) in defending any such action, suit, or proceeding in advance of its final disposition shall be paid by the Registrant, subject to DGCL requirements. The Bylaws also provide that indemnification provided for in the Bylaws shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, and that the Registrant may purchase and maintain insurance to protect itself and any such person against any such expenses, liability, and loss, whether or not the Registrant would have the power to indemnify such person against such expenses, liability, or loss under the DGCL or the Bylaws.

In addition, the Registrant has entered into contractual indemnification agreements with each director and certain officers of the Registrant, as designated by the Registrant’s Board of Directors, to indemnify such individuals to the full extent permitted by law. These agreements also address certain procedural and substantive matters that are not covered, or are covered in less detail, in the Bylaws or by the DGCL. The Registrant also provides indemnity insurance pursuant to which officers and directors are indemnified or insured against liability or loss under certain circumstances, which may include liability or related loss under the Securities Act and the Exchange Act.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K as filed with the SEC on March 27, 2003)
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed with the SEC on June 5, 2009)
4.3	Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K as filed with the SEC on November 20, 2007)
4.4	InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 11, 2006)
4.5*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option Letter Agreement for Nonemployee Directors
4.6*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option Letter Agreement for Vice Presidents and Above
4.7*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option Letter Agreement
4.8*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement for Nonemployee Directors
4.9*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement for Vice Presidents and Above
4.10*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement
5.1*	Opinion of Honigman Miller Schwartz and Cohn LLP
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page to this Registration Statement).

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 30, 2010.

INFOSPACE INC.
By:	/s/ Alesia L. Pinney
	Alesia L. Pinney
	General Counsel and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David B. Binder and Alesia L. Pinney, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ William J. Lansing William J. Lansing	Chief Executive Officer, President and Director (Principal Executive Officer)	September 30, 2010
/s/ David B. Binder David B. Binder	Chief Financial Officer (Principal Financial Officer)	September 30, 2010
/s/ Eric M. Emans Eric M. Emans	Chief Accounting Officer (Principal Accounting Officer)	September 30, 2010
/s/ James F. Voelker James F. Voelker	Chairman	September 30, 2010
/s/ John E. Cunningham, IV John E. Cunningham, IV	Director	September 30, 2010
/s/ Jules Haimovitz Jules Haimovitz	Director	September 30, 2010
Richard D. Hearney	Director
/s/ Elizabeth J. Huebner Elizabeth J. Huebner	Director	September 30, 2010
/s/ Braden R. Kelly Braden R. Kelly	Director	September 30, 2010
William J. Ruckelshaus	Director
Lewis M. Taffer	Director

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K as filed with the SEC on March 27, 2003)
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed with the SEC on June 5, 2009)
4.3	Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K as filed with the SEC on November 20, 2007)
4.4	InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 11, 2006)
4.5*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option Letter Agreement for Nonemployee Directors
4.6*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option Letter Agreement for Vice Presidents and Above
4.7*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option Letter Agreement
4.8*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement for Nonemployee Directors
4.9*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement for Vice Presidents and Above
4.10*	Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement
5.1*	Opinion of Honigman Miller Schwartz and Cohn LLP
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page to this Registration Statement).

* Filed herewith

EX-4.5

Exhibit 4.5

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION LETTER AGREEMENT

(Nonemployee Director)

TO:                             (“Optionee”)

This Nonqualified Stock Option Letter Agreement (this “Agreement”) is made as of                             .

We are pleased to inform you that you have received a stock option (the “Option”) to purchase shares of the common stock (the “Option Shares”) of InfoSpace, Inc. (the “Company”) under the Company’s Restated 1996 Flexible Stock Incentive Plan (the “Plan”) and in accordance with the Terms of the Amended and Restated Equity Grant Program for Nonemployee Directors.

The terms of the Option are as set forth in this Agreement and in the Plan. The Plan is incorporated by reference into this Agreement, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan.

The most important terms of the Option are summarized as follows:

1. Grant Date:                             

2. Number of Option Shares:                             

3. Exercise Price: $             per share

4. Expiration Date:                              [seven-year anniversary of Grant Date]

5. Vesting Commencement Date:                              [Grant Date]

6. Type of Option: Nonqualified Stock Option.

7. The Option shall vest as follows: The Option shall vest in full (100%) on                              [one-year anniversary of Grant Date].

8. Exercisability: Any portion of the Option that is vested may be exercised at any time during the period prior to the date the Option terminates. No partial exercise of the Option may be for less than five percent (5%) of the total number of Option Shares then available under the Option. In no event shall the Company be required to issue fractional shares.

9. Termination of Option: The unvested portion of the Option will terminate automatically and without further notice immediately upon termination (voluntary or involuntary) of your service as a director of the Company. The vested portion of the Option will terminate automatically and without further notice on the earliest of the dates set forth below:

a. three (3) months after termination of your service as a director of the Company for any reason other than disability (as defined below) or death;

b. one (1) year after termination of your service as a director of the Company by reason of disability or death;

c. ten (10) days after termination of your service as a director of the Company for cause (as defined below); or

d. the Expiration Date.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE YOUR OPTION TERMINATES.

The term “disability” means a mental or physical impairment that is expected to result in death or that has lasted or is expected to last for a continuous period of twelve (12) months or more and that causes you to be unable, in the opinion of the Company, to perform your duties for the Company and to be engaged in any substantial gainful activity.

The term “cause” means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination will be conclusive and binding.

10. Method of Exercise: You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state the election to exercise the Option and the number of Option Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Option Shares you are purchasing.

11. Form of Payment: You must pay the Option exercise price, in whole or in part, in cash, by check or, unless the Plan Administrator determines otherwise, by (a) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price or (b) such other consideration as the Plan Administrator may permit.

12. Limited Transferability: During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by the personal representative of your estate or the beneficiary thereof following your death.

Page 2

13. Registration: At the present time, the Company has an effective registration statement with respect to the Option Shares. The Company intends to maintain this registration but has no obligation to do so. In the event that such registration is no longer effective, you will not be able to exercise the Option unless exemptions from registration under federal and state securities laws are available; such exemptions from registration are very limited and might be unavailable.

14. Successors: This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

15. No Stockholder Rights: Neither Optionee nor any person entitled to exercise Optionee’s rights in the event of his or her death shall have any of the rights of a stockholder with respect to the Option Shares subject to the Option, except to the extent the certificates for such Option Shares shall have been issued upon exercise of the Option.

16. Notice: Any notice required to be given under the terms of this Agreement shall be addressed to the Company in care of its Secretary at the office of the Company, 601 – 108^th Avenue NE, Suite 1200, Bellevue, Washington, 98004, and any notice to be given to Optionee shall be addressed to Optionee at the address given beneath Optionee’s signature to this Agreement, or such other address as either party to this Agreement may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified and deposited (postage or registration or certification fee prepaid) in a post office or branch post office regularly maintained by the United States.

17. Plan Administrator Decisions Conclusive: All decisions of the Plan Administrator upon any questions arising under the Plan or under this Agreement shall be conclusive.

18. Washington Law: The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Washington.

[Signature Page Follows]

Page 3

IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as of the day and year first above written. Optionee hereby accepts the Option described above and acknowledges receipt of a copy of this Agreement and the Plan.

Sincerely,
INFOSPACE, INC.
By:
	Alesia L. Pinney
	General Counsel and Secretary

ACCEPTANCE AND ACKNOWLEDGEMENT

I,                             , a resident of the state of                             , accept the Option described in this Agreement and in the Plan, and acknowledge receipt of a copy of this Agreement and a copy of the Plan. I have read and understand the Plan.

DATED:                             

Signature of Optionee

SSN or Taxpayer ID Number

Address:

Home Phone Number:                                                             

Page 4

EX-4.6

Exhibit 4.6

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION LETTER AGREEMENT

(U.S.-Based Vice President and Above)

TO:                                  (“Optionee”)

This Nonqualified Stock Option Letter Agreement (this “Agreement”) is made as of                             .

We are pleased to inform you that you have been selected by InfoSpace, Inc. (the “Company”) to receive a stock option (the “Option”) to purchase shares of the Company’s common stock (the “Option Shares”) under the Company’s Restated 1996 Flexible Stock Incentive Plan (the “Plan”).

The terms of the Option are as set forth in this Agreement and in the Plan. The Plan is incorporated by reference into this Agreement, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan.

The most important terms of the Option are summarized as follows:

1.	Grant Date:	.
2.	Number of Option Shares:	.
3.	Exercise Price Per Share:	$                .
4.	Expiration Date:	.
5.	Vesting Commencement Date:	.
6.	Type of Option:	Nonqualified Stock Option.

7. The Option shall vest as follows: 33.33% of the total Option shall vest on [the one-year anniversary of the Vesting Commencement Date], and approximately 16.67% shall vest at the end of each six-month period thereafter, such that the Option shall be fully vested on [the three-year anniversary of the Vesting Commencement Date].

8. Exercisability: Any portion of the Option that is vested may be exercised at any time during the period prior to the date the Option terminates. No partial exercise of the Option may be for less than five percent (5%) of the total number of Option Shares then available under the Option. In no event shall the Company be required to issue fractional shares.

9. Termination of Option: The unvested portion of the Option will terminate automatically and without further notice immediately upon termination (voluntary or involuntary) of your employment or service relationship with the Company or its Affiliates. The vested portion of the Option will terminate automatically and without further notice on the earliest of the dates set forth below:

a. three (3) months after termination of your employment or service relationship with the Company or its Affiliates for any reason other than disability (as defined below) or death;

b. one (1) year after termination of your employment or service relationship with the Company or its Affiliates by reason of disability or death;

c. ten (10) days after termination of your employment or service relationship with the Company or its Affiliates for cause (as defined below); or

d. the Expiration Date.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE YOUR OPTION TERMINATES.

The term “disability” means a mental or physical impairment that is expected to result in death or that has lasted or is expected to last for a continuous period of twelve (12) months or more and that causes you to be unable, in the opinion of the Company, to perform your duties for the Company or any of its Affiliates and to be engaged in any substantial gainful activity.

The term “cause” means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination will be conclusive and binding.

10. Leave of Absence: The effect of a Company-approved leave of absence on the terms and conditions of the Option will be determined by the Plan Administrator and subject to applicable laws. Unless otherwise provided by the Plan Administrator, the Option will cease vesting during the time Optionee is on a leave of absence, and such vesting will not resume until the date that Optionee returns to work.

11. Method of Exercise: You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state the election to exercise the Option and the number of Option Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Option Shares you are purchasing.

12. Form of Payment: You may pay the Option exercise price, in whole or in part, in cash, by check or, unless the Plan Administrator determines otherwise, by (a) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price, or (b) such other consideration as the Plan Administrator may permit.

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13. Withholding Taxes: As a condition to the exercise of any portion of the Option that is treated as a nonqualified stock option, you must make such arrangements as the Company may require for the satisfaction of any federal, state or local withholding tax obligations that may arise in connection with such exercise. The Company has the right to retain without notice a sufficient number of Option Shares to satisfy the withholding obligation. Unless the Plan Administrator determines otherwise, you may satisfy the withholding obligation by electing to have the Company withhold from the Option Shares to be issued upon exercise that number of Option Shares having a fair market value equal to the amount required to be withheld.

14. Limited Transferability: During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by the personal representative of your estate or the beneficiary thereof following your death.

15. Registration: At the present time, the Company has an effective registration statement with respect to the Option Shares. The Company intends to maintain this registration but has no obligation to do so. In the event that such registration is no longer effective, you will not be able to exercise the Option unless exemptions from registration under federal and state securities laws are available; such exemptions from registration are very limited and might be unavailable.

16. Successors: This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

17. No Stockholder Rights: Neither Optionee nor any person entitled to exercise Optionee’s rights in the event of his or her death shall have any of the rights of a stockholder with respect to the Option Shares subject to the Option except to the extent the certificates for such Option Shares shall have been issued upon the exercise of the Option.

18. Notice: Any notice required to be given under the terms of this Agreement shall be addressed to the Company, in care of its Secretary, at the office of the Company at 601 - 108^th Avenue NE, Suite 1200, Bellevue, Washington, 98004, and any notice to be given to Optionee shall be addressed to Optionee at the address given beneath Optionee’s signature to this Agreement, or such other address as either party to this Agreement may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified and deposited (postage or registration or certification fee prepaid) in a post office or branch post office regularly maintained by the United States.

19. Plan Administrator Decisions Conclusive: All decisions of the Plan Administrator upon any questions arising under the Plan or under this Agreement shall be conclusive.

20. Washington Law: The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the state of Washington.

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21. Employment Agreement; Conflicting Terms: Notwithstanding anything to the contrary contained in this Agreement or in the Plan, in the event of any conflict between the terms and conditions of the Option as set forth in this Agreement and in the Plan, as the case may be, and the terms and conditions of the Employment Agreement dated as of                             , between the Company and Optionee, as may be amended or supplemented from time to time (the “Employment Agreement”), the terms and conditions of the Employment Agreement shall prevail unless the conflicting provision in this Agreement or in the Plan, as the case may be, is more favorable to Optionee; in which case, the provision more favorable to Optionee shall govern; provided, however, that notwithstanding the foregoing, in no event shall any extended exercise period set forth in the Employment Agreement modify or extend the Expiration Date of the Option as set forth in this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as of the day and year first above written. Optionee hereby accepts the Option described above and acknowledges receipt of a copy of this Agreement and the Plan.

Sincerely,

INFOSPACE, INC.

By:

Name:

Title:

ACCEPTANCE AND ACKNOWLEDGEMENT

I,                             , a resident of the state of                             , accept the Option described in this Agreement and in the Plan and acknowledge receipt of a copy of this Agreement and a copy of the Plan. I have read and understand the Plan.

DATED:                             

Signature of Optionee

SSN or Taxpayer ID Number

Address:

Home Telephone Number:

Page 5

EX-4.7

Exhibit 4.7

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION LETTER AGREEMENT

TO:                                  (“Optionee”)

This Nonqualified Stock Option Letter Agreement (this “Agreement”) is made as of                                 .

We are pleased to inform you that you have been selected by InfoSpace, Inc. (the “Company”) to receive a stock option (the “Option”) to purchase shares of the Company’s common stock (the “Option Shares”) under the Company’s Restated 1996 Flexible Stock Incentive Plan (the “Plan”).

The terms of the Option are as set forth in this Agreement and in the Plan. The Plan is incorporated by reference into this Agreement, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan.

The most important terms of the Option are summarized as follows:

1.	Grant Date:	.
2.	Number of Option Shares:	.
3.	Exercise Price Per Share:	$                .
4.	Expiration Date:	.
5.	Vesting Commencement Date:	.
6.	Type of Option:	Nonqualified Stock Option.

7. The Option shall vest as follows: 33.33% of the total Option shall vest on [the one-year anniversary of the Vesting Commencement Date], and approximately 16.67% shall vest at the end of each six-month period thereafter, such that the Option shall be fully vested on [the three-year anniversary of the Vesting Commencement Date].

8. Exercisability: Any portion of the Option that is vested may be exercised at any time during the period prior to the date the Option terminates. No partial exercise of the Option may be for less than five percent (5%) of the total number of Option Shares then available under the Option. In no event shall the Company be required to issue fractional shares.

9. Termination of Option: The unvested portion of the Option will terminate automatically and without further notice immediately upon termination (voluntary or involuntary) of your employment or service relationship with the Company or its Affiliates. The vested portion of the Option will terminate automatically and without further notice on the earliest of the dates set forth below:

a. three (3) months after termination of your employment or service relationship with the Company or its Affiliates for any reason other than disability (as defined below) or death;

b. one (1) year after termination of your employment or service relationship with the Company or its Affiliates by reason of disability or death;

c. ten (10) days after termination of your employment or service relationship with the Company or its Affiliates for cause (as defined below); or

d. the Expiration Date.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE YOUR OPTION TERMINATES.

The term “disability” means a mental or physical impairment that is expected to result in death or that has lasted or is expected to last for a continuous period of twelve (12) months or more and that causes you to be unable, in the opinion of the Company, to perform your duties for the Company or any of its Affiliates and to be engaged in any substantial gainful activity.

The term “cause” means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination will be conclusive and binding.

10. Leave of Absence: The effect of a Company-approved leave of absence on the terms and conditions of the Option will be determined by the Plan Administrator and subject to applicable laws. Unless otherwise provided by the Plan Administrator, the Option will cease vesting during the time Optionee is on a leave of absence, and such vesting will not resume until the date that Optionee returns to work.

11. Method of Exercise: You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state the election to exercise the Option and the number of Option Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Option Shares you are purchasing.

12. Form of Payment: You may pay the Option exercise price, in whole or in part, in cash, by check or, unless the Plan Administrator determines otherwise, by (a) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price, or (b) such other consideration as the Plan Administrator may permit.

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13. Withholding Taxes: As a condition to the exercise of any portion of the Option that is treated as a nonqualified stock option, you must make such arrangements as the Company may require for the satisfaction of any federal, state or local withholding tax obligations that may arise in connection with such exercise. The Company has the right to retain without notice a sufficient number of Option Shares to satisfy the withholding obligation. Unless the Plan Administrator determines otherwise, you may satisfy the withholding obligation by electing to have the Company withhold from the Option Shares to be issued upon exercise that number of Option Shares having a fair market value equal to the amount required to be withheld.

14. Limited Transferability: During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by the personal representative of your estate or the beneficiary thereof following your death.

15. Registration: At the present time, the Company has an effective registration statement with respect to the Option Shares. The Company intends to maintain this registration but has no obligation to do so. In the event that such registration is no longer effective, you will not be able to exercise the Option unless exemptions from registration under federal and state securities laws are available; such exemptions from registration are very limited and might be unavailable.

16. Successors: This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

17. No Stockholder Rights: Neither Optionee nor any person entitled to exercise Optionee’s rights in the event of his or her death shall have any of the rights of a stockholder with respect to the Option Shares subject to the Option except to the extent the certificates for such Option Shares shall have been issued upon the exercise of the Option.

18. Notice: Any notice required to be given under the terms of this Agreement shall be addressed to the Company, in care of its Secretary, at the office of the Company at 601 - 108^th Avenue NE, Suite 1200, Bellevue, Washington, 98004, and any notice to be given to Optionee shall be addressed to Optionee at the address given beneath Optionee’s signature to this Agreement, or such other address as either party to this Agreement may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified and deposited (postage or registration or certification fee prepaid) in a post office or branch post office regularly maintained by the United States.

19. Plan Administrator Decisions Conclusive: All decisions of the Plan Administrator upon any questions arising under the Plan or under this Agreement shall be conclusive.

20. Washington Law: The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the state of Washington.

[Signature Page Follows]

Page 3

IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as of the day and year first above written. Optionee hereby accepts the Option described above and acknowledges receipt of a copy of this Agreement and the Plan.

Sincerely,

INFOSPACE, INC.

By:

Name:

Title:

ACCEPTANCE AND ACKNOWLEDGEMENT

I,                                 , a resident of the state of                                 , accept the Option described in this Agreement and in the Plan and acknowledge receipt of a copy of this Agreement and a copy of the Plan. I have read and understand the Plan.

DATED:                                 

Signature of Optionee

SSN or Taxpayer ID Number

Address:

Home Telephone Number:

Page 4

EX-4.8

Exhibit 4.8

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(Nonemployee Director)

Unless otherwise defined herein, the terms defined in the Restated 1996 Flexible Stock Incentive Plan (the “Plan”) of InfoSpace, Inc. (the “Company”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”).

Name:                                                      

You have recieved                      restricted stock units (“RSUs”) under the Plan and in accordance with the Terms of the Amended and Restated Equity Grant Program for Nonemployee Directors. Each of the RSUs (a “Unit”) is equivalent to one share of common stock of the Company (“Stock”) for purposes of determining the number of shares of Stock (a “Share” or “Shares”) subject to this award. None of the RSUs will be issued (nor will you have the rights of a stockholder with respect to the underlying Shares) until the vesting conditions described below are satisfied. Additional terms of this grant are as follows:

Date of Grant:                                 

Vesting Schedule:      The RSUs will vest in full (100%) on                      [one-year anniversary of Date of Grant].

You acknowledge and agree that the Notice of Grant and the vesting schedule set forth herein does not constitute an express or implied promise of your continued service as a director for the vesting period, for any period, or at all.

You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan and this award.

By your signature below, you agree that the Notice of Grant, the form of Restricted Stock Unit Agreement attached as Exhibit A hereto and the Plan constitute your entire agreement with respect to this award and may not be modified adversely to your interest except by means of a writing signed by the Company and you.

Print Name:

EXHIBIT A

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Nonemployee Director)

1. Grant. The Company hereby grants to the nonemployee director listed on the Notice of Grant (the “Director”) an award of RSUs, as set forth in the Notice of Grant and subject to the terms and conditions in this Restricted Stock Unit Agreement (this “Agreement”) and the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

2. Company’s Obligation. Each Unit represents the right to receive a Share on the vesting date. Unless and until the RSUs vest, the Director will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Vesting Schedule. Subject to paragraph 4, to Plan Section 16 and to any other relevant Plan provisions, the RSUs awarded by this Agreement will vest in the Director according to the vesting schedule specified in the Notice of Grant.

4. Forfeiture upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the Director terminates service as a director for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company.

5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be paid to the Director (or in the event of the Director’s death, to his or her estate) in Shares on, or as soon as practicable after, the applicable vesting date (but in any event, by the fifteenth day of the third month following the tax year in which the RSUs vest).

6. Payments after Death. Any distribution or delivery to be made to the Director under this Agreement will, if the Director is then deceased, be made to the administrator or executor of the Director’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

7. Rights as Stockholder. Neither the Director nor any person claiming under or through the Director will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Director or the Director’s broker.

8. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at 601 108^th Avenue NE, Ste. 1200, Bellevue, WA 98004; Attn: Stock Administration, or at such other address as the Company may hereafter designate in writing or electronically.

9. Grant is Not Transferable. Except to the limited extent provided in paragraph 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

10. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

11. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Director (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

12. Plan Governs. This Agreement and the Notice of Grant are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan will govern.

13. Plan Administrator Authority. The Plan Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all interpretations and determinations made by the Plan Administrator in good faith will be final and binding upon the Director, the Company and all other interested persons. No member of the Plan Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

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EX-4.9

Exhibit 4.9

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(U.S.- Based Vice President or Above)

Unless otherwise defined herein, the terms defined in the Restated 1996 Flexible Stock Incentive Plan (the “Plan”) of InfoSpace, Inc. (the “Company”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”).

Name:

You have been granted                              restricted stock units (“RSUs”) under the Plan. Each of the RSUs (a “Unit”) is equivalent to one share of the common stock of the Company (“Stock”) for purposes of determining the number of shares of Stock (a “Share” or “Shares”) subject to this award. None of the RSUs will be issued (nor will you have the rights of a stockholder with respect to the underlying Shares) until the vesting conditions described below are satisfied. Additional terms of this grant are as follows:

Date of Grant:
Vesting Schedule:	33.33% of the RSUs will vest on [the one-year anniversary of the vesting start date] and approximately 16.67% will vest at the end of each six-month period thereafter, such that the RSUs will be fully vested on [the three-year anniversary of the vesting start date].

You acknowledge and agree that the Notice of Grant and the vesting schedule set forth herein does not constitute an express or implied promise of your continued engagement as an employee or consultant, as applicable, for the vesting period, for any period, or at all, and shall not interfere with your right or the Company’s right to terminate your relationship with the Company or its Affiliates at any time, with or without cause.

You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan and this award.

By your signature below, you agree that the Notice of Grant, the form of Restricted Stock Unit Agreement attached as Exhibit A hereto and the Plan constitute your entire agreement with respect to this award and may not be modified adversely to your interest except by means of a writing signed by the Company and you.

Print Name:

EXHIBIT A

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(U.S.- Based Vice President or Above)

1. Grant. The Company hereby grants to the employee listed on the Notice of Grant (the “Employee”) an award of RSUs, as set forth in the Notice of Grant and subject to the terms and conditions in this Restricted Stock Unit Agreement (this “Agreement”) and the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

2. Company’s Obligation. Each Unit represents the right to receive a Share on the vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Vesting Schedule. Subject to paragraph 4, to Plan Section 16 and to any other relevant Plan provisions, the RSUs awarded by this Agreement will vest in the Employee according to the vesting schedule specified in the Notice of Grant. The effect of a Company-approved unpaid leave of absence on the terms and conditions of the RSUs will be determined by the Plan Administrator and subject to applicable laws. Unless otherwise provided by the Plan Administrator, the vesting dates for the RSUs will be postponed by an amount of time equal to the amount time of the Employee’s approved unpaid leave of absence.

4. Forfeiture upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the Employee terminates service as an employee for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company.

5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares on, or as soon as practicable after, the applicable vesting date (but in any event, by the fifteenth day of the third month following the tax year in which the RSUs vest) provided that, to the extent determined appropriate by the Company, the minimum statutorily required federal, state and local withholding taxes with respect to such RSUs will be paid by reducing the number of vested RSUs actually paid to the Employee. The Employee may also elect, pursuant to the appropriate election form to be provided by the Company, to have the Company withhold from the vested Shares subject to the RSUs additional Shares in an amount necessary to satisfy the Employee’s tax obligations above the minimum statutorily required amounts.

6. Payments after Death. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

7. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee or the Employee’s broker.

8. No Effect on Employment. The Employee’s employment with the Company and its Affiliates is on an at-will basis only. Accordingly, the terms of the Employee’s employment with the Company and its Affiliates will be determined from time to time by the Company or the Affiliates employing the Employee (as the case may be), and the Company or the Affiliates will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause or notice.

9. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at 601 108^th Avenue NE, Ste. 1200, Bellevue, WA 98004; Attn: Stock Administration, or at such other address as the Company may hereafter designate in writing or electronically.

10. Grant is Not Transferable. Except to the limited extent provided in paragraph 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

11. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

12. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Employee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

Page 2

13. Plan Governs. This Agreement and the Notice of Grant are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan will govern.

14. Plan Administrator Authority. The Plan Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all interpretations and determinations made by the Plan Administrator in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Plan Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

15. Employment Agreement; Conflicting Terms. Notwithstanding anything to the contrary contained in the Notice of Grant, in this Agreement or in the Plan, in the event of any conflict between the terms and conditions of the RSUs as set forth in the Notice of Grant, in this Agreement and in the Plan, as the case may be, and the terms and conditions of the Employment Agreement dated as of                                     , between the Company and the Employee, as may be amended or supplemented from time to time (the “Employment Agreement”), the terms and conditions of the Employment Agreement shall prevail unless the conflicting provision in the Notice of Grant, in this Agreement or in the Plan, as the case may be, is more favorable to the Employee; in which case, the provision more favorable to the Employee shall govern.

Page 3

EX-4.10

Exhibit 4.10

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Unless otherwise defined herein, the terms defined in the Restated 1996 Flexible Stock Incentive Plan (the “Plan”) of InfoSpace, Inc. (the “Company”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”).

Name:

You have been granted                              restricted stock units (“RSUs”) under the Plan. Each of the RSUs (a “Unit”) is equivalent to one share of the common stock of the Company (“Stock”) for purposes of determining the number of shares of Stock (a “Share” or “Shares”) subject to this award. None of the RSUs will be issued (nor will you have the rights of a stockholder with respect to the underlying Shares) until the vesting conditions described below are satisfied. Additional terms of this grant are as follows:

Date of Grant:
Vesting Schedule:	33.33% of the RSUs will vest on [the one-year anniversary of the vesting start date] and approximately 16.67% will vest at the end of each six-month period thereafter, such that the RSUs will be fully vested on [the three-year anniversary of the vesting start date].

You acknowledge and agree that the Notice of Grant and the vesting schedule set forth herein does not constitute an express or implied promise of your continued engagement as an employee for the vesting period, for any period, or at all, and shall not interfere with your right or the Company’s right to terminate your relationship with the Company or its Affiliates at any time, with or without cause.

You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan and this award.

By your signature below, you agree that the Notice of Grant, the form of Restricted Stock Unit Agreement attached as Exhibit A hereto and the Plan constitute your entire agreement with respect to this award and may not be modified adversely to your interest except by means of a writing signed by the Company and you.

Print Name:

EXHIBIT A

INFOSPACE, INC.

RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

1. Grant. The Company hereby grants to the employee listed on the Notice of Grant (the “Employee”) an award of RSUs, as set forth in the Notice of Grant and subject to the terms and conditions in this Restricted Stock Unit Agreement (this “Agreement”) and the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

2. Company’s Obligation. Each Unit represents the right to receive a Share on the vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Vesting Schedule. Subject to paragraph 4, to Plan Section 16 and to any other relevant Plan provisions, the RSUs awarded by this Agreement will vest in the Employee according to the vesting schedule specified in the Notice of Grant. The effect of a Company-approved unpaid leave of absence on the terms and conditions of the RSUs will be determined by the Plan Administrator and subject to applicable laws. Unless otherwise provided by the Plan Administrator, the vesting dates for the RSUs will be postponed by an amount of time equal to the amount time of the Employee’s approved unpaid leave of absence.

4. Forfeiture upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the Employee terminates service as an employee for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company.

5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares on, or as soon as practicable after, the applicable vesting date (but in any event, by the fifteenth day of the third month following the tax year in which the RSUs vest) provided that, to the extent determined appropriate by the Company, the minimum statutorily required federal, state and local withholding taxes with respect to such RSUs will be paid by reducing the number of vested RSUs actually paid to the Employee.

6. Payments after Death. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

7. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee or the Employee’s broker.

8. No Effect on Employment. The Employee’s employment with the Company and its Affiliates is on an at-will basis only. Accordingly, the terms of the Employee’s employment with the Company and its Affiliates will be determined from time to time by the Company or the Affiliates employing the Employee (as the case may be), and the Company or the Affiliates will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause or notice.

9. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at 601 108^th Avenue NE, Ste. 1200, Bellevue, WA 98004; Attn: Stock Administration, or at such other address as the Company may hereafter designate in writing or electronically.

10. Grant is Not Transferable. Except to the limited extent provided in paragraph 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

11. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

12. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Employee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

13. Plan Governs. This Agreement and the Notice of Grant are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan will govern.

Page 2

14. Plan Administrator Authority. The Plan Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all interpretations and determinations made by the Plan Administrator in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Plan Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Page 3

EX-5.1

Exhibit 5.1

Opinion of Honigman Miller Schwartz and Cohn LLP

September 30, 2010

InfoSpace, Inc.

601 108th Avenue NE

Suite 1200

Bellevue, WA 98004

Ladies and Gentlemen:

We have represented InfoSpace, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”), for registration under the Securities Act of 1933, as amended, of an aggregate of 9,651,091 shares of its common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible directors, officers, employees, and other service providers of the Registrant under the InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan (the “Plan”).

Based on our examination of such documents and other matters as we deem relevant, it is our opinion that the shares of Common Stock covered by the Registration Statement are duly authorized and, when issued by the Company in accordance with the Plan, will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP

MKB/RZK

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 25, 2010 relating to the financial statements of InfoSpace, Inc., and the effectiveness of InfoSpace, Inc.’s internal control over financial reporting appearing in the Annual Report on Form 10-K of InfoSpace, Inc. for the year ended December 31, 2009.

/s/ DELOITTE & TOUCHE LLP

Seattle, Washington

September 30, 2010