Specimen stock certificate



 Exhibit 4.2 
  


					
	PREFERRED STOCK	 	 	  	PREFERRED STOCK
			
	NUMBER	 	 	  	SHARES

  
 [MARCHEX

 LOGO] 
  

					
	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
	 	 	  	 SEE REVERSE FOR
 CERTAIN DEFINITIONS

			
	 	 	 	  	CUSIP 56624R 30 6

  
 THIS CERTIFIES THAT [NAME]

  
 is the record holder of [NUMBER] 
  
 FULLY PAID AND NONASSESSABLE SHARES OF     %
CONVERTIBLE EXCHANGEABLE 
 PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF 
  
 MARCHEX, INC. 
  
 transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and Registrar. 
  

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

									
	 Dated:
	 	 	 	 	 	 	 	 
					
	 /s/ ETHAN A. CALDWELL
	 	  	 	[SEAL]	 	  	 	 /s/ RUSSELL C. HOROWITZ

	 Secretary
	 	 	 	 	 	 	 	 Chairman and Chief Executive Officer


  

			
	 COUNTERSIGNED AND REGISTERED:

	        MELLON INVESTOR SERVICES LLC
	Transfer Agent and Registrar,
		
	By:	 	 
	 	 	Authorized Signature

  









  
 MARCHEX, INC.

  
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, INCLUDING, WITHOUT LIMITATION, A COPY OF THE CERTIFICATE OF DESIGNATIONS RELATED THERETO. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. 
  
 CONVERSION NOTICE 
  
 To:                                     
                                        
                                        
                                        
                                        
                                        
               
  
 The undersigned registered owner of the Preferred Stock hereby irrevocably exercises the option to convert the Preferred Stock, or the portion hereof below designated, into shares of Class B Common Stock in accordance with the terms of the
Certificate of Designation, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Preferred Stock representing any unconverted amount of shares hereof, be issued
and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of the Preferred Stock not converted are to be issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto. 
  

							
				
	 Dated:
	 	 	 	 	 	 
	 	 	 	 	 	 	 Signatures(s)


  

							
				
	 	 	 	 	 	 	 
	 Signature Guarantee
	 	 	 	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Class B Common Stock are to be issued, or Preferred Stock to be delivered, other than to and in the name of the registered holder.

  
 Fill in for registration of shares if
to be issued, and Preferred Stock if to be delivered, other than to and in the name of the registered holder: 
  

					
	 	 	 	 	 Number of Shares to be
 converted (if less than all):

	Name	 	 	 	 
			
	 	 	 	 	 
	Street Address	 	 	 	 Social Security or other
 Taxpayer Identification Number

	 	 	 	 	 
	City, State and Zip Code	 	 	 	 

  









  
 ASSIGNMENT 

  
 For value received,
                                        
                                        
                                        
hereby sell(s), assign(s) and transfer(s) unto 
 ____________________________________________________________________________________________________________

 ____________ 
  

			
	 PLEASE INSERT SOCIAL SECURITY OR
 TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE
	 	 
	 	 	 

  
 the Preferred Stock, and hereby
irrevocably constitutes and 
 appoints                                     
                                        
                                        
            
 ____________________________________________________________________________________________________________ 
                      attorney to transfer the said Preferred Stock on the books of the Company with full power of substitution in the
premises. 
  
 Unless the appropriate box below is checked, the undersigned
confirms that such Preferred Stock is not being transferred to the Company or an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”). 
  

	 ̈	The transferee is an Affiliate of the Company 

  

	 ̈	The transferee is the Company 

  

							
				
	 Dated:
	 	 	 	 	 	 
	 	 	 	 	 	 	 Signatures(s)


  

							
			
	 Signature Guarantee:
  
	 	 	 	 
	  
 NOTICE: The signature on the conversion notice, or the
assignment must correspond with the name as written upon the face of the Preferred Stock in every particular without alteration or enlargement or any change whatever.
	 	 	 	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Preferred Stock to be delivered, other than to and in the name of the registered holder.

  









 The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations: 
  

									
	 TEN COM- as tenants in common
	  	UNIF GIFT MIN ACT-	  	 	  	Custodian	  	 
	 	  	 	  	(Cust)	  	 	  	(Minor)
	         TEN ENT- as tenants by the entireties
	  	 	  	 under Uniform Gifts to Minors
 Act
                                        
                    

	                JT TEN- as joint tenants with	  	 	  	(State)
	                                right of survivorship and	  	 	  	 
	                                not as tenants in common	  	 	  	 
	 	  	UNIF TRF MIN ACT-	  	 	  	Custodian (until age         )
	 	  	 	  	(Cust)	  	 	  	 
	 	  	 	  	 	  	under Uniform Transfers to Minors
	 	  	 	  	(Minor)	  	 	  	 
	 	  	 	  	Act
                                        
                    
	 	  	 	  	(State)

  
 Additional
abbreviations may also be used though not in the above list.