Audit Committee Charter

Purpose
The Board of Directors (the "Board") of Marchex, Inc. (the "Company") has established an Audit Committee (the "Committee") whose role is to assist the Board in oversight and monitoring of: (i) the quality and integrity of the Company's financial statements and related disclosure; (ii) the Company's compliance with legal and regulatory requirements; (iii) the independent auditors, including their qualification and independence; (iv) the Company's system of internal controls; and (v) the auditing, accounting and financial reporting process in general.

The Committee does not prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company's financial statements. It is not the duty of the Committee to conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with Generally Accepted Accounting Principles and applicable rules and regulations. The Committee serves a board level oversight role through which it provides advice, counsel and direction to management and the independent auditors on the basis of information it receives, discussions with accountants and its members" experience in business, financial and accounting matters. It is not the responsibility of the Committee to resolve disagreements, if any, between management and the independent auditors or to ensure that the Company complies with all laws and regulations and its code of ethics.

Nothing contained in this Charter is intended to, or should be construed as, creating any responsibility or liability of the members of the Committee except to the extent otherwise provided under Delaware law which shall continue to set the legal standard for the conduct of the members of the Committee.

Committee Membership
The Committee shall consist of a minimum of three members of the Board, each of whom shall meet the independence requirements of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc. ("Nasdaq") then in effect. Each member shall be financially literate, in accordance with the Nasdaq Audit Committee requirements, and at least one member will have (i) past employment experience in finance or accounting; (ii) requisite professional certification in accounting; or (iii) other comparable experience or background. At least one member of the Committee shall meet the definition of an Audit Committee Financial Expert, in accordance with the Securities and Exchange Commission rules and regulations. All determinations regarding independence, financial literacy and qualification as an Audit Committee Financial Expert shall be made by the Board of Directors.

The Board shall appoint one member of the Committee to act as its Chair. The members of the Committee will be appointed by the Board. The members of the Committee will serve at the discretion of the Board. The members of the Committee shall serve terms of one year, and shall be eligible for re-appointment.

Committee Duties and Responsibilities
In carrying out its duties and responsibilities, the Committee's policies and procedures shall remain flexible, so that it may be in the best position to react and respond to changing circumstances or conditions. The following offers guidelines regarding the Committee's duties and responsibilities.

The Committee shall:

A. Charter Review

B. With respect to the Independent Auditor

C. With respect to Financial Reporting

D. With respect to Internal Controls

E. With respect to Other Responsibilities

Meetings
The Committee shall meet at such times as it determines to be necessary or appropriate, but not less than four times per year. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chair designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board, and shall be filed as permanent records with the Secretary of the Company. The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone, remote communication or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee shall be authorized to adopt its own rules of procedure not inconsistent with (i) any provision of this Charter; (ii) any provision of the Bylaws of the Company; or (iii) applicable law.

The Committee will meet separately with each of the Chief Executive Officer and the Chief Financial Officer at least annually to review the Company's financial affairs. As necessary or desirable, the Chair may request that members of management and representatives of the independent auditors be present at meetings of the Committee.

Members of the Committee are expected to use all reasonable efforts to attend each meeting.

Reporting
The Committee shall prepare and, through its Chair, submit periodic reports of the Committee's work and findings to the Board of Directors; the Committee shall include recommendations for Board action when appropriate.

Authority
The Committee shall have the funding, resources and authority necessary to discharge its duties and responsibilities, including the funding and authority to compensate audit firms or other advisors and for other ordinary administrative expenses that are necessary or appropriate in carrying out its duties. The Committee shall also have authority to retain outside counsel or other experts or consultants, as it deems appropriate.

The Committee shall have the authority to investigate any activity of the Company within its scope of responsibilities and shall have unrestricted access to members of management and all information relevant to its responsibilities. The Committee shall have the authority to form and delegate responsibilities to subcommittees, as may be necessary or appropriate.

Publication
The Company shall make this Charter freely available to shareholders on request and shall publish it on the Company’s Website.

This Charter is intended to provide a set of guidelines for the effective functioning of the Audit Committee. Subject to Board approval, the Committee may at any time modify or amend (i) this Charter, and (ii) the authority and responsibilities of the Committee set forth herein.