Marchex (MCHX)

Plan Category

Equity compensation plans approved by security holders

2003 stock incentive plan⁽¹⁾

2004 employee stock purchase plan

Stand-alone warrants not approved by security holders⁽²⁾

Total

⁽¹⁾

We have reserved 14,133,174 shares of Class B common stock for issuance under our 2003 stock incentive plan, which includes an increase of 1,852,652 shares to the authorized number of shares available under the plan which occurred on January 1, 2009 as a result of the “evergreen provision” under the plan. The “evergreen provision” provides for annual increases in the number of shares available for issuance under the plan, on the first day of our fiscal year, equal to 5% of the outstanding shares of Class B common stock (including any shares of Class B common stock issuable upon conversion of any outstanding capital stock) on such date.

⁽²⁾

In connection with our initial public offering in April 2004 we granted warrants to the underwriters in that offering to purchase an aggregate of 120,000 shares of Class B common stock upon exercise thereof at an exercise price of $8.45 per share. The warrants were exercisable over a four-year period commencing on April 5, 2005 and ending April 5, 2009. As of December 31, 2008, approximately 6,500 warrants remained unexercised.

Plan Category

Equity compensation plans approved by security holders

2003 stock incentive plan⁽¹⁾

2004 employee stock purchase plan

Stand-alone warrants not approved by security holders⁽²⁾

Total

⁽¹⁾

We have reserved 12,280,521 shares of Class B common stock for issuance under our 2003 stock incentive plan, which includes an increase of 2,049,352 shares to the authorized number of shares available under the plan which occurred on January 1, 2008 as a result of the “evergreen provision” under the plan. The “evergreen provision” provides for annual increases in the number of shares available for issuance under the plan, on the first day of our fiscal year, equal to 5% of the outstanding shares of Class B common stock (including any shares of Class B common stock issuable upon conversion of any outstanding capital stock) on such date.

⁽²⁾

In connection with our initial public offering in April 2004 we granted warrants to the underwriters in that offering to purchase an aggregate of 120,000 shares of Class B common stock upon exercise thereof at an exercise price of $8.45 per share. The warrants are exercisable over a four-year period commencing on April 5, 2005 and ending April 5, 2009. As of December 31, 2007, approximately 6,500 warrants remained unexercised.

Plan Category

Number of shares
to be issued upon
exercise of
outstanding
options, warrants
and rights

(a)

Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)

Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in
column (a))

(c)

Equity compensation plans approved by security holders

2003 stock incentive plan⁽¹⁾

2004 employee stock purchase plan

Stand-alone warrants not approved by security holders⁽²⁾

Total

⁽¹⁾

We have reserved 10,231,169 shares of Class B common stock for issuance under our 2003 stock incentive plan, which includes an increase of 1,969,742 shares to the authorized number of shares available under the plan which occurred on January 1, 2007 as a result of the “evergreen provision” under the plan. The “evergreen provision” provides for annual increases in the number of shares available for issuance under the plan, on the first day of our fiscal year, equal to 5% of the outstanding shares of Class B common stock (including any shares of Class B common stock issuable upon conversion of any outstanding capital stock) on such date.

⁽²⁾

In connection with our initial public offering in April 2004 we granted warrants to the underwriters in that offering to purchase an aggregate of 120,000 shares of Class B common stock upon exercise thereof at an exercise price of $8.45 per share. The warrants are exercisable over a four-year period commencing on April 5, 2005 and ending April 5, 2009. As of December 31, 2006, approximately 6,500 warrants remained unexercised.