Stockholders' Agreement dated as of January 23, 2003



 Exhibit 4.2 
  

MARCHEX, INC. 
  
 STOCKHOLDERS’ AGREEMENT 
  
 STOCKHOLDERS’ AGREEMENT (the “Agreement”), made as of the 23rd day of January, 2003, by and among Marchex, Inc., a Delaware corporation (the “Company”), the holders of shares of Class A Common Stock (as defined
herein) and the holders of shares of Class B Common Stock (as defined herein), each as identified on the signature pages hereto and each as listed on Schedule 1 attached hereto, as amended from time to time (each individually a
“Stockholder” and collectively the “Stockholders”) and the other holders of capital stock of the Company who become party to this Agreement from time to time. 
  
 WHEREAS, the Company and the Stockholders have agreed to place certain restrictions on the shares of the Company’s
Series A Convertible Preferred Stock, $.01 par value per share (the “Series A Preferred Stock”), the Company’s Class A Common Stock, $.01 par value per share (the “Class A Common Stock”) and the Company’s Class B Common
Stock, $.01 par value per share (the “Class B Common Stock”), issued by the Company to the Stockholders; and 
  
 WHEREAS, the parties hereto are willing to execute this Agreement and to be bound by the provisions hereof. 
  
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Stockholders and the Company hereby agree as follows: 
  
 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 
  
 “Affiliate” means, with respect to any Person, any Person
which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any partner or member of such Person, any venture capital fund or any limited liability company or limited
liability partnership now or hereafter existing which is controlled by or under common control with one or more general partners, managers or members of such Person. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Commission” means the Securities and Exchange Commission,
or any other federal agency at the time administering the Securities Act. 
  
 “Common Stock” means the Company’s shares of Class A Common Stock and Class B Common Stock. 
  

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 “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. 
  
 “Holder” means any Person owning Registrable Shares (as defined below). 
  
 “Initial Public Offering” means the initial underwritten public offering of Shares of Common Stock pursuant
to an effective Registration Statement filed by the Company under the Securities Act (other than Registration Statements on Form S-4, S-8 or other similar limited purpose forms). 
  
 “Person” shall mean any individual, corporation, trust, partnership, joint venture, unincorporated
organization, limited liability company, government agency or any agency or political subdivision thereof, or other entity. 
  
 “Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 
  
 “Registrable Shares” shall mean all Shares held by the Stockholders; provided, however, that Shares which are Registrable
Shares shall cease to be Registrable Shares upon any sale of such shares pursuant to a Registration Statement or Rule 144 under the Securities Act. 
  
 “Registration Statement” means a registration statement filed by the Company with the Commission for a public offering and sale of
securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another corporation). 
  
 “Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

  
 “Selling Holder” means any Holder owning
Registrable Shares included in a Registration Statement. 
  
 “Shares” shall mean and include all equity securities of the Company now owned or hereafter acquired by any Stockholder, including shares of Series A Preferred Stock, shares of Common Stock, and any securities resulting
from any stock split, stock dividend or stock distribution or other recapitalization or reclassification of any Series A Preferred Stock or Common Stock of the Company. 
  

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 2. Prohibited Transfers. 
  
 (a) No Stockholder shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose
(either voluntarily or by operation of law or otherwise) of all or any of his Shares (or any interest therein or any option, warrant or other right with respect thereto) (collectively, a “Transfer”), except in compliance with the terms of
this Agreement. 
  
 (b) Notwithstanding anything to the contrary
contained in this Agreement and subject to Section 2(d) below, (i) any Stockholder may Transfer, without the necessity of prior approval of the Board of Directors, all or any of his Shares by way of gift to his spouse (other than a Transfer in
connection with marital divorce or separation proceedings), to any of his lineal descendants, ancestors or siblings, or to any trust for the benefit of any one or more of such Stockholders, his spouse or his lineal descendants, ancestors or
siblings, provided that solely in the case of a grantor retained annuity trust (a “GRAT”) upon any termination thereof the Shares may be transferred to the beneficiaries thereof and provided that with respect to any such Transfer under
this clause (i) such Stockholder retains, as trustee, by irrevocable proxy or by some other means, the sole authority to vote such Shares; (ii) any Stockholder may Transfer all or any of his Shares by will or the laws of descent and distribution;
(iii) any Stockholder may make a Transfer to the Company or to transferee designated by the Company pursuant to a vesting or repurchase agreement entered into between the Company and such Stockholder, and (iv) any Stockholder may Transfer all or any
part of its Shares to Affiliates; provided, however, that any such transferee (other than the Company) (a “Permitted Transferee”) under clauses (i), (ii), (iii) or (iv) shall agree in writing with the Company and the Stockholders,
as a condition to such Transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder transferring such Shares. 
  
 (c) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 2(d) below, any Stockholder
may Transfer all or any portion of his Shares to another Stockholder. 
  
 (d) Notwithstanding anything to the contrary contained in this Agreement, no Stockholder other than Russell C. Horowitz may Transfer (including without limitation an Involuntary Transfer (as hereinafter defined)) shares of Class A Common
Stock under this Agreement or otherwise to a Person that is not then a holder of Class A Common Stock, except for Transfers to the Company. It shall be a condition to the effectiveness of any Transfer not expressly permitted herein that prior
thereto such shares of Class A Common Stock shall be converted to shares of Class B Common Stock. 
  
 3. Right of First Refusal on Dispositions. 
  
 (a) If at any time a Stockholder (the “Selling Stockholder”) desires to sell or otherwise Transfer all or any part of his Shares, pursuant to a
bona fide offer from a third party (the “Proposed Transferee”), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the
“Offered Shares”) first to the Company (or the Company’s designee) and second to any of the 

  

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other Stockholders. The Offer shall disclose the identify of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of
Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company (or the Company’s designee)
may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price, and upon the terms and conditions set forth therein, and (ii) that if all such Offered Shares are not purchased by the Company (or the
Company’s designee), any of the other Stockholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares not purchased by the Company (or the Company’s designee) (the “Available Offered
Shares”). Any shares acquired by the other Stockholders shall be acquired for the purchase price payable by the Company pursuant to this Section 3(a) and upon the other terms and conditions set forth therein. 
  
 (b) Within fifteen (15) days of the date the Offer was made, the Company
shall submit a written response (the “Company Response”) to the Selling Stockholder and the other Stockholders indicating (i) whether the Company (or the Company’s designee) elects to purchase any of the Offered Shares and (ii) the
number of Offered Shares, if any, the Company (or the Company’s designee) desires to purchase. The Company Response shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for
the sale and purchase of such Offered Shares indicated in the Company Response. Sales of such Offered Shares to be sold to the Company (or the Company’s designee) pursuant to this Section 3(b) shall be made at the offices of the Company within
thirty (30) days following the date the Offer was made. Any purchase of Shares by the Company pursuant to this Section 3(b) shall require the approval of a majority of the Board of Directors of the Company; provided, however, that if the
Selling Stockholder is also a director of the Company, such Selling Stockholder shall not be entitled to vote to approve or disapprove the Company’s purchase of the Shares pursuant to the first clause of this sentence and the approval of a
majority of the other members of the Board of Directors shall be required to approve such purchase. 
  
 (c) If any one or more of the other Stockholders (individually, a “Responding Other Stockholder” and collectively the “Responding Other
Stockholders”) shall desire to purchase all or any part of the Available Offered Shares (which amount shall not exceed an individual Responding Other Stockholder’s Pro Rata Fraction (as such term is defined below) in the event that there
is more than one Responding Other Stockholder), such Responding Other Stockholder shall communicate in writing such election to purchase to the Selling Stockholder, which communication shall state the number of Available Offered Shares such
Responding Other Stockholder desires to purchase and shall be provided to the Selling Stockholder within thirty (30) days of the date the Offer was made or within fifteen (15) days of the date of the Company Response, whichever period is shorter.
Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Available Offered Shares. Sales of such Available Offered Shares to be
sold to a Responding Other Stockholder pursuant to this Section 3 shall be made at the offices of the Company within forty-five (45) days following the date the Offer was made or within fifteen (15) days following the date of the purchase of Shares
by the Company (or the Company’s designee) pursuant to Section 3(b), whichever period is shorter. 
  

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 (d) Each Responding Other Stockholder shall have the right to purchase that number of Available Offered
Shares as shall be equal to the number of Available Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares (on a fully diluted basis) then owned by such Responding Other Stockholder and the denominator of which
shall be the aggregate number of Shares (on a fully diluted basis) then owned by all of the Responding Other Stockholders who elect to purchase the Available Offered Shares. The amount of the Available Offered Shares that each Responding Other
Stockholder is entitled to purchase under this Section 3(d) shall be referred to as the Responding Other Stockholder’s “Pro Rata Fraction.” 
  
 (e) Each Responding Other Stockholder shall have a right of oversubscription such that if any of the Stockholders (as the case may be) fail to accept the
Offer as to his or its full Pro Rata Fraction, the remaining other Stockholders shall, among them, have the right to purchase up to the balance of such Available Offered Shares not so purchased. The Responding Other Stockholders may exercise such
right of oversubscription by accepting the Offer as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Available Offered Shares in respect of such oversubscription privilege, the
oversubscribing Responding Other Stockholders (as the case may be) shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves.

  
 (f) Notwithstanding anything set forth in this Section 3 to
the contrary, the Responding Other Stockholders in their response may designate the Company or any other Stockholder of the Company as a substitute purchaser who will purchase, in lieu of the Responding Other Stockholders, all or a portion which,
together with the Shares purchased by the Responding Other Stockholders, equals all of the Available Offered Shares on the same terms and conditions and at the same price as set forth in the Offer, and the Selling Stockholder shall sell the
Available Offered Shares to the Company or to such other designated person, as the case may be. 
  
 (g) If the Company and any of the Stockholders or their designees pursuant to this Section 3 do not elect to purchase all of the Offered Shares, the
Offered Shares not purchased may be sold by the Selling Stockholder at any time thereafter up to one hundred twenty (120) days after the date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon
other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. If the Offered Shares are not sold within such 120-day period, such Offered Shares shall continue to be subject to the requirements
of a prior offer pursuant to this Section 3. If Offered Shares are sold pursuant to this Section 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a
precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement. 
  

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 4. Involuntary Transfer of Shares. In the event of any Involuntary Transfer (as hereinafter
defined) of Shares by any Stockholder, the following procedures shall apply: 
  
 (a) The Stockholder deprived or divested of Shares by the Involuntary Transfer (the “Transferor”) shall promptly give written notice of such Involuntary Transfer in reasonable detail to the Company, and the
person or persons who take or propose to take any interest in such Shares (the “Transfer Shares”) as a result of such Involuntary Transfer (the “Transferee”) shall hold such interest subject to the rights of the Company as set
forth herein. 
  
 (b) Within ninety (90) days of receipt of the
notice referred to in this Section 4(a) (the “Option Notice”), or upon discovery of such Involuntary Transfer, the Company shall have the irrevocable option (the “Transfer Option”), but not the obligation, to purchase the
Transfer Shares, subject to the terms and procedures set forth in Section 3 above, with the “Option Notice” delivered under this Section 4 to be deemed an “Offer” for purposes of Section 3. 
  
 (c) The purchase price per Transfer Share of any class or series of the
Company’s capital stock shall be the book value thereof as determined in accordance with Section 7 hereof. 
  
 (d) In the event that the Company does not purchase all of the Transfer Shares involved in an Involuntary Transfer, the Transferee shall be required to
execute a counterpart of this Agreement and take and hold all rights and interests in any Transfer Shares not so purchased subject to the terms of this Agreement. 
  
 (e) For purposes of this Section 4, the term “Involuntary Transfer” shall mean any involuntary sale, Transfer,
encumbrance or other disposition by or in which any Stockholder shall be deprived or divested of any right, title or interest in or to any Shares, including without limitation, any levy of execution, Transfer in connection with marital divorce or
separation proceedings, Transfer in connection with bankruptcy, reorganization, insolvency or similar proceedings, Transfer in connection with any foreclosure of pledge, or any Transfer to a public officer or agency pursuant to any abandoned
property to escheat law; provided, that no Transfer permitted by Section 2 hereof shall be deemed an “Involuntary Transfer” for purposes herein. 
  
 5. Right of Participation in Sales by Stockholders. If at any time any Selling Stockholder wishes to sell, or
otherwise dispose of, any Shares owned by such Selling Stockholder to any Proposed Transferee pursuant to Section 3(g), each Stockholder that has not elected to purchase any such Shares pursuant to Section 3 hereof shall have the right to
participate pro rata in such transaction and, accordingly, shall have the right to require, as a condition to such sale or disposition, that the Proposed Transferee purchase from such Stockholder at the same price per Share and on the same terms and
conditions as involved in such sale or disposition by such Selling Stockholder a number of Shares which represents the same percentage of Shares then held by such Stockholder (assuming the conversion and exercise by such Stockholder of all
securities convertible into or exercisable for Common Stock) as the 

  

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number of Shares to be sold or disposed of by the Selling Stockholder represents with respect to the Shares then owned by such Selling Stockholder (assuming
the conversion and exercise by such Selling Stockholder of all securities convertible into or exercisable for Common Stock); provided, however, that any purchase by the Proposed Transferee of less than all of the Shares offered by such
Selling Stockholder and each participating Stockholder shall be made from such Selling Stockholder and each participating Stockholder pro rata based upon the number of Shares to be sold by each pursuant to the foregoing. As soon as practicable after
receipt of the Offer made pursuant to Section 3 hereof and in any event within fifteen (15) days after receipt of such Offer, each Stockholder which (a) has not elected to purchase any of the Offered Shares pursuant to Section 3 hereof and (b)
wishes to participate in any such sale or disposition shall individually notify in writing the Selling Stockholder of such Stockholder’s election to participate in such sale or disposition, which notice shall be delivered in accordance with
Section 13.5 hereof to the Selling Stockholder at its address set forth in Schedule 1 hereto or at such other address furnished in accordance with Section 13.5 hereof. 
  
 6. Drag Along Right. If, at any time subsequent to the date hereof, the Stockholders owning Shares representing at
least a majority of the voting power of all outstanding Shares (on a fully diluted basis) then owned by all the Stockholders (the “Selling Majority Stockholders”) determine jointly to (A) sell or exchange (in a business combination or
otherwise) any of their Shares in one or a series of bona fide arms-length transactions to a third party who is not an Affiliate or an associate of the Selling Majority Stockholders (the “Third Party”), or (B) enter into a
transaction pursuant to which the Company agrees to merge with or into another entity or agrees to sell all or substantial all of the assets of the Company (in each case a “Corporate Transaction”), then, upon thirty (30) days written
notice from the Selling Majority Stockholders, which notice shall include reasonable details of the proposed sale or exchange, including the proposed time and place of closing and the consideration to be received by the Stockholders (such notice
being referred to as the “Sale Request”), the Selling Majority Stockholders may require that each Stockholder shall be obligated to, and shall (i) sell, Transfer and deliver, or cause to be sold, transferred and delivered, to such Third
Party, in the same transaction at the closing thereof the same percentage of such Stockholder’s Shares as is equal to the percentage of the Shares (in each case assuming the conversion and exercise of all securities convertible into or
exercisable for Common Stock) owned by the Selling Majority Stockholders as of the date of the Sale Request that are being sold by the Selling Majority Stockholders in such transaction or transactions, (ii) deliver certificates for all of his or its
Shares at the closing, free and clear of all claims, liens and encumbrances, (iii) upon request, consent to the cancellation of any and all vested stock options issued to such Stockholder by the Company for an amount per underlying Share equal to
the difference between the consideration per Share referenced in the preceding clause (i) and the exercise price of such vested stock options, and (iv) if Stockholder approval of the transaction is required, vote his or its Shares in favor thereof.
Each Stockholder (including the Selling Majority Stockholders) shall receive the same consideration per Share upon any sale pursuant to this Section 6. 
  

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 7. Determination of Book Value/Manner of Payment. 
  
 (a) The term “book value” as used in this Agreement shall be
defined as the total of the net assets of the Company determined on a consistent basis from the records of the Company compiled and maintained in accordance with generally accepted accounting principles, which total shall be divided by the number of
outstanding Shares (on a fully diluted basis) of the Company to determine the book value of each such share. The determination of book value shall be made by the accounting firm then servicing the Company and such determination shall be conclusive
on all parties. 
  
 (b) The purchase price payable by the Company
(or its designee) and/or any Responding Other Stockholder, as the case may be, pursuant to Sections 3 or 4 hereof (collectively, the “Purchase Price”), shall be payable by the issuance of a Subordinated Promissory Note (the
“Note”) executed by the Company (or its designee) or the Responding Other Stockholder, as the case may be, substantially in the form of Exhibit A hereto, modified so that (i) such Note shall be dated the date of the closing of the
purchase in accordance with this Section 7, (ii) the principal amount of such Note shall be payable in equal annual installments over a three (3) year period commencing on the last business day of the next succeeding month after such closing date,
and (iii) the original principal amount of such Note shall be equal to the Purchase Price. 
  
 8. Preemptive Right. 
  
 (a) The Company hereby grants to any Stockholder, so long as he or it shall own, of record or beneficially, or has the right to acquire from the Company at least five percent (5%) of the issued and outstanding shares (on a fully diluted
basis) of any class of capital stock of the Company, the right to purchase all or part of his or its pro rata share of New Securities (as defined in Section 8(b)) which the Company, from time to time, proposes to sell and issue. Such
Stockholder’s pro rata share, for purposes of this preemptive right, is the ratio of the number of Shares (on a fully diluted basis) such Stockholder owns to the total number of shares of the Company’s equity then outstanding on a fully
diluted basis. The other Stockholders having preemptive rights hereunder shall have a right of over-allotment pursuant to this Section 8 such that to the extent such Stockholder does not exercise his or its preemptive right in full hereunder, such
additional shares of New Securities which such Stockholder did not purchase may be purchased by the other Stockholders having preemptive rights hereunder in proportion to the total number of Shares (on a fully diluted basis) which each such other
Stockholder having preemptive rights hereunder owns or has the right to acquire from the Company compared to the total number of Shares (on a fully diluted basis) which all such other Stockholders having preemptive rights hereunder own. 

 
 (b) Definition of New Securities. “New Securities” shall
mean any capital stock of the Company whether now authorized or not, and rights, options or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become convertible into or exchangeable for capital stock, issued
on or after the date hereof; provided that the term “New Securities” does not include (i) Common Stock issued as a stock dividend to holders of Common Stock or upon any stock split, subdivision or combination of shares of Common
Stock, (ii) the 

  

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aggregate number of options and shares of Common Stock issuable upon exercise of options pursuant to the Company’s 2003 Stock Incentive Plan, (iii) any
shares issued upon conversion of the Class A Common Stock or the Series A Preferred Stock, (iv) Common Stock issued in connection with a Initial Public Offering, (v) shares of Common Stock, Series A Preferred Stock, options and/or warrants issued in
connection with a merger, strategic investment, joint venture or other similar type of transaction, as determined by the Board of Directors; (vi) the issuance of an aggregate of up to 8,500,000 shares of Series A Preferred Stock pursuant to those
certain Subscription and Stock Purchase Agreements, by and between the Company and certain Investors named therein; or (vii) up to an aggregate of 250,000 shares of Class A Common Stock issued or issuable to founders, directors or officers of, the
Company. 
  
 (c) Notice from the Company. In the event the
Company proposes to undertake an issuance of New Securities, it shall give each Stockholder having preemptive rights hereunder written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company
proposes to issue the same. Each such Stockholder shall have ten (10) business days from the date of receipt of any such notice to agree to purchase up to such Stockholder’s pro rata share of such New Securities for the price and upon the terms
specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. 
  
 (d) Sale by the Company. In the event any Stockholder having preemptive rights hereunder fails to exercise in full its or his preemptive right, the
Company shall have ninety (90) days thereafter to sell the New Securities with respect to which such Stockholder’s option was not exercised, at a price and upon terms no more favorable than specified in the Company’s notice. To the extent
the Company does not sell all the New Securities offered within said ninety (90) day period, the Company shall not thereafter issue or sell such New Securities without first again offering such securities to the Stockholders having preemptive rights
hereunder in the manner provided above. 
  
 9. Election of
Directors. 
  
 (a) At each annual meeting of the Stockholders
and at each special meeting of the Stockholders called for the purpose of electing directors of the Company, and at any time at which Stockholders shall have the right to, or shall, vote for Directors of the Company, then, and in each event, the
Stockholders hereby agree to attend each meeting in person or by proxy and hereby agree to vote stock of the Company and Shares of the Company now owned or hereafter acquired by him (whether at a meeting or by written consent in lieu thereof), to
elect and thereafter to continue in office as a Director of the Company the following: 
  

	 	(i)	two Directors who shall be designated by MARRCH Investments, LLC and who shall initially be Russell C. Horowitz and John Keister. 

  
  

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 (b) Any vacancy on the Board created by the resignation, removal, incapacity or death of any person
designated under this Section 9 shall be filled by another person designated by the applicable designating party. The parties hereto shall vote their respective Shares in accordance with such new designation, and any such vacancy shall not be filled
in the absence of a new designation by the applicable designating party. 
  
 10. Failure to Deliver Shares; Effect of Prohibited Transfer. If a Stockholder becomes obligated to sell any Shares to the Company under this Agreement and fails to deliver such Shares in accordance with the
terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to the defaulting Stockholder the purchase price for such Shares as is herein specified. Thereupon, the Company shall, upon written notice
to the defaulting Stockholder, (a) cancel on its books the certificate or certificates representing the Shares to be sold and (b) issue, in lieu of such Shares, in the name of the Company, a new certificate or certificates representing such Shares,
and thereupon all of the defaulting Stockholder’s rights in and to such Shares shall terminate. The Company shall not be required (a) to transfer on its books any Shares which may have been sold or transferred in violation of any of the
provisions set forth in this Agreement, or (b) to treat as owner of such shares or to pay dividends to any transferee to whom any such shares shall have been sold or transferred. 
  
 11. Registration Rights. 
  
 11.1 Piggyback Registration Rights. 
  
 (a) After the Company’s Initial Public Offering, if (but without any obligation to do so) at any time and from time to time, the Company determines
to register any of its securities under the Securities Act in connection with the public offering of such securities for cash, either for its own account or for the account of a security holder or holders, other than (i) a registration relating
solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion or debt securities which are also being
registered or (iv) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, the Company will, prior to
such filing, give written notice to all Stockholders of its intention to do so, and use its commercially reasonable efforts to include in such registration all Registrable Shares which the Company has been requested by such Stockholder or
Stockholders to register (which request must be made within ten (10) days of the Company’s notice) under the Securities Act to the extent necessary to permit their sale or other disposition; provided that the Company shall have the right to
postpone or withdraw any registration effected pursuant to this Section 11.1 without obligation to any Stockholder. 
  

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 (b) If the registration for which the Company gives notice pursuant to Section 11.1(a) is a registered
public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 11.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such
registration shall be conditioned upon such Stockholder’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company,
other Holders, and officers or directors distributing their securities through such underwriting) enter into an underwriting agreement as agreed upon between the Company and underwriter or underwriters selected for the underwriting by the Company.
Notwithstanding any other provision of this Section 11.1, if the managing underwriter determines that the inclusion of any or all Shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable
Shares to be included in the registration and underwriting. The Company shall so advise all Holders requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated pro rata
based on the number of shares owned by each Holder (on a fully diluted basis) in relation to the total number of Shares requested to be registered. 
  
 11.2 Registration Procedures. 
  
 (a) If and whenever the Company is required by the provisions of this Agreement to effect the registration of any Registrable Shares under the Securities
Act, the Company shall: 
  
 (i) file with the Commission a
Registration Statement with respect to such Registrable Shares and use its best efforts to cause that Registration Statement to become effective and keep such Registration Statement effective for up to 120 days. The Company shall not be required to
file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; 
  
 (ii) prepare and file with the Commission any amendments and supplements to
the Registration Statement and the prospectus included in the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement for
up to 120 days; 
  
 (iii) furnish to each Selling Holder such
reasonable numbers of copies of the Prospectus, including any preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Holder may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Shares owned by such Selling Holder; 
  
 (iv) use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities “Blue Sky” laws of such states as the Selling Holders shall reasonably
request; provided, however, that the Company shall not be required in connection with this paragraph (iv) to qualify as a foreign corporation or execute a general consent to service of process in any state or jurisdiction; 

 

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 (v) cause all Registrable Shares covered by the Registration Statement to be listed on each securities
exchange or automated quotation system on which similar securities issued by the Company are then listed; 
  
 (vi) promptly provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement;

  
 (vii) notify each Selling Holder, promptly after it shall
receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; and 
  
 (viii) following the effectiveness of such Registration Statement, notify
each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus. 
  
 (b) If the Company has delivered a Prospectus to the Selling Holders and after having done so the Prospectus is amended to comply with the requirements
of the Securities Act, the Company shall promptly notify the Selling Holders and, if requested, the Selling Holders shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall provide the
Selling Holders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Holders shall be free to resume making offers of the Registrable Shares. 
  
 (c) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a
Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Selling
Holders to such effect, and, upon receipt of such notice, each such Selling Holder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Holder has received copies of a supplemented
or amended Prospectus or until such Selling Holder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus. 
  
 11.3 Expenses of
Registration. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this Section, the term “Registration Expenses” shall mean all expenses incurred by the Company in complying with
this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company, the reasonable fees and expenses of one counsel to the Selling Holders, state
“Blue Sky” fees and expenses, but excluding underwriting discounts, selling commissions and the fees and expenses of individual Selling Holder’s counsel. 
  

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 11.4 Indemnification and Contribution. 
  
 (a) In the event of any registration of any of the Registrable Shares under
the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder, against any losses, claims, damages or liabilities, joint or several, to which such Selling Holder, may become subject under the
Securities Act, the Exchange Act, state securities or “Blue Sky” laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or
any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and
subject to Sections 11.4(c) and (d), the Company will reimburse such Selling Holder, for any legal or any other expenses reasonably incurred by such Selling Holder, in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company by or on behalf of such
Selling Holder, specifically for use in the preparation thereof; and provided, however, that the Company shall not be liable to any such Selling Holder, with respect to any untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary prospectus to the extent that any such loss, claim, damage or liability of any Selling Holder results from the fact that such Selling Holder sold Registrable Shares at a time when sales had been discontinued
pursuant to Sections 11.2(b) and (c) or to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus as then amended or supplemented and if the Company had previously furnished
copies thereof in accordance with the terms of this Agreement to such Selling Holder and the untrue statement or omission of a material fact contained in the preliminary prospectus was corrected in the final prospectus and the claims asserted by
such person do not include allegations of other untrue statements or omissions of material facts made in the final prospectus. 
  
 (b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Holder, severally
and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each person or entity, as the case may be, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against
any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers or controlling person or entity may become subject under the Securities Act, Exchange Act, state securities or “Blue Sky” laws
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under
which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise 

  

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out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, if the statement or omission was made in reliance upon and in conformity with information relating to such seller furnished in writing to the Company by or on behalf of such Selling Holder specifically for use in connection with the
preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the liability of any Selling Holder hereunder shall be limited to the amount of gross proceeds received by such Selling Holder in
the offering giving rise to the indemnification. 
  
 (c) Each
party entitled to indemnification under this Section (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and; provided, further, that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such
party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided, further, that in no event shall the Indemnifying Party be required to pay the expenses of more than one law
firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of
any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying
Party. 
  
 (d) In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in this Section 11.4 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and
liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which
such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations. 
  

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 11.5 Information by Holder. Each Holder included in any registration shall furnish to the Company
such information regarding such Holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this
Agreement. 
  
 11.6 “Stand-Off” Agreement;
Confidentiality of Notices. Each Stockholder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise Transfer or dispose of any Registrable Shares
or other securities of the Company held by such Stockholder for a period of 180 days following the effective date of a Registration Statement and shall execute an agreement reflecting the foregoing as may be requested by the Company’s
underwriter at the time of the Initial Public Offering. The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such 180-day period.

  
 11.7 Rule 144 Requirements. After the earliest of (i)
the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act or (iii) the issuance by the Company of an offering
circular pursuant to Regulation A under the Securities Act, the Company agrees to: 
  
 (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144 under the Securities Act; 
  
 (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and 
  
 (c) furnish to any Holder upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company as such
Holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration. 
  

12. Attorneys-in-Fact. Each Stockholder hereby irrevocably appoints each person who may from time to time serve as Chief Executive
Officer or Treasurer of the Company as his attorney-in-fact with specific authority to execute, acknowledge, swear to, file, and deliver all consents, elections, instruments, certificates, and other documents and to take any other action requisite
to carrying out the intention and purpose of this Agreement, including, without limitation, Sections 2(d), 6 and 9 of this Agreement. 
  

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 13. General. 
  
 13.1 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. 
  
 13.2 Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the parties hereto shall be entitled to specific performance of the agreements and
obligations hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction, without the necessity of posting a bond or proving actual damages. 
  
 13.3 Governing Law. This Agreement shall be governed by and construed
in accordance with the internal and substantive laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. Any legal action or proceeding with respect to this Agreement
shall be brought in, and adjudicated by, state or federal courts located in the State of Washington, and, by execution and delivery of this Agreement, the Company and the undersigned each hereby irrevocably accept for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in
any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party, that delaying of the venue in any such court is improper in any respect or that any such
action or proceeding has been brought in an inconvenient forum. 
  
 13.4 Legend on Shares. The Company and the Stockholders each acknowledge and agree that substantially the following legend shall be typed on each certificate evidencing any of the Shares held at any time by a Stockholder: 

 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED. 
  
 THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF JANUARY 23, 2003, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER. A COMPLETE AND CORRECT COPY OF SUCH
AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE. 
  

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 13.5 Notices. All notices, requests, consents, and other communications hereunder shall be in
writing and shall be deemed to have been duly given on the date of personal delivery; or on the date of electronic confirmation of receipt, if sent by telecopier or facsimile; or three (3) days after deposit in the United States mail, if mailed by
certified or registered mail, return receipt requested (postage prepaid); or one (1) day after delivery by a reputable overnight courier (delivery charges prepaid), if to the Company, at the address specified below its signature hereto, and if to
the Stockholders, at the addresses as specified in Schedule 1 hereto. 
  
 Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or
electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices,
requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section 13.5. 
  
 13.6 Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such subject matter, whether oral or written. 
  
 13.7 Amendments; No Conflicting Agreements; Waivers. Neither this Agreement nor any provision hereof may be waived, modified or amended except by a
written agreement signed by each of the parties hereto; provided, however, that the Stockholders owning Shares representing at least a majority of the voting power of the outstanding Shares on a fully diluted basis may effect any such waiver,
modification or amendment on behalf of all the Stockholders; and provided, further, that, notwithstanding the foregoing, without the consent of all parties to this Agreement who own Shares, no amendment or addition to this Agreement may be
made which (i) modifies this Section 13.7 or (ii) would affect the holders of Shares in a disproportionate manner (other than any disproportionate results which are due to a difference in the relative stock ownership in the Company or due to the
rights, preferences, privileges or limitations applicable to the Shares as set forth in the Company’s Certificate of Incorporation, as amended from time to time). For purposes hereof, the term “disproportionate manner” shall refer to
any event which would impair the rights of one holder while not impairing similar rights held by another holder. Each of the Stockholders represents that he or it is not a party to any other agreement which would prevent him or it from performing
his or its obligations hereunder. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 
  
 13.8 Termination. This Agreement, with the exception of Sections 2(d),
6, 11, 12 and 13, shall terminate immediately prior to the consummation of the Company’s Initial Public Offering. 
  

 - 17 - 








 13.9 Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 
  
 13.10 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures. 
  
 13.11 Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties. 
  
 [REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK] 
  

 - 18 - 








 MARCHEX, INC. 
  
 STOCKHOLDERS’ AGREEMENT 
  
 Counterpart Signature Page 
  
 IN WITNESS WHEREOF, this Agreement has been duly executed under seal as of the date and year first above written. 
  

	COMPANY:
	
	 MARCHEX, INC.

		
	 By:
	 	 /s/    RUSSELL C. HOROWITZ


	 	 	 Name:

	 	 	 Title

		
	 	 	 Address:   2101 Fourth Avenue, Suite 1980
 Seattle, WA 98121

		
	 	 	 With a copy to:

		
	 	 	 Francis J. Feeney, Jr., Esq.

	 	 	 Nixon Peabody LLP

	 	 	 101 Federal Street

	 	 	 Boston, Massachusetts 02110



  

 - 19 - 








 MARCHEX, INC. 
  
 STOCKHOLDERS’ AGREEMENT 
  
 Counterpart Signature Page 
  

	STOCKHOLDER:
	
	 
		
	 By:
	 	  


	 	 	 
	 	 	 


  

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 CONSENT OF SPOUSE 
  
 I,
                    , the spouse of
                     acknowledge that I have read the attached Stockholders’ Agreement (the “Stockholders’
Agreement”) of Marchex, Inc. (the “Company”) dated as of                     , 2003 (the “Stockholders’
Agreement”), and that I know the contents. I am aware that by the provisions of the Stockholders’ Agreement, there are restrictions on the Company’s shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock and
such restrictions exist on the shares of Class A Common Stock, Class B Common Stock and/or Series A Preferred Stock, as applicable, that my spouse owns or will own, including any interest I might have therein. 
  
 I hereby agree to be bound by the Stockholders’ Agreement and
acknowledge and agree that my interest, if any, in the shares owned by my spouse is subject to the Stockholders’ Agreement and shall be irrevocably bound by the Stockholders’ Agreement, and I further understand and agree that any community
property interest I may have in the shares owned by my spouse shall be similarly bound by the Stockholders’ Agreement. 
  
 I am aware that the legal, financial and related matters contained in the Stockholders’ Agreement are complex, and that I am free to seek independent
guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Stockholders’ Agreement carefully that I waive such right. 
  

	Dated:                     , 2003	 	

	 	 	 Name:


  

 - 21 - 








 EXHIBIT A 
  
 [FORM – COMPANY AS MAKER] 
  
 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED 
 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 
 AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED IN 
 CONTRAVENTION OF SUCH ACT. 
  
 JUNIOR SUBORDINATED PROMISSORY NOTE 
  

	 $                 
	 [Date] 


  
 FOR VALUE RECEIVED,
                        ,
                         (the “Maker”), promises to pay to
                                        
     (“Payee”) the sum of
                                        
             Dollars and
                                 Cents
($                ) in lawful money of the United States of America over a three year period in equal annual installments of principal in the amount of
$                , payable on the annual anniversary of the date hereof, at
                         or at such other place as Payee may specify by written notice delivered to the Maker. The
outstanding principal under this Note shall bear simple, non-compounded, interest, payable annually in arrears on the annual anniversary of the date hereof, at a rate per annum equal to the rate of interest publicly announced from time to time as
its “prime rate” by [                        ] (or any successor thereto). 
  
 Anything in this Note to the contrary notwithstanding, the indebtedness
evidenced by this Note is subordinate and junior, to the extent set forth in the following paragraphs (a)-(d) to all “Senior Debt” of the Maker now outstanding or hereinafter incurred. “Senior Debt” means (i) all indebtedness of
the Maker for monies borrowed from banks, trust companies, insurance companies and other financial institutions, including commercial paper and accounts receivable sold or assigned by the Maker to such institutions and bankers acceptances, (ii)
deferrals, renewals, extensions and refundings of any such indebtedness or obligations described in (i) above, (iii) obligations of the Maker as lessee under leases of real or personal property, (iv) indebtedness of the Maker for obligations to
trade, merchandise or inventory vendors incurred in the ordinary course of business, and (v) any other indebtedness of the Maker which the Maker and Payee may hereafter from time to time expressly and specifically agree in writing shall constitute
Senior Debt. 
  
 (a) Upon the maturity of any Senior Debt by lapse
of time, acceleration or otherwise, then all principal and interest on all such matured Senior Debt shall first be paid in full, or such payment shall have been provided for, before additional payments are made upon this Note. 
  
 (b) In the event of any insolvency, bankruptcy, liquidation, reorganization
or other similar proceedings, or any receivership proceedings in connection therewith, relative to the Maker, and in the event of any proceedings for voluntary liquidation, dissolution or the winding up of the Maker, whether or not involving
insolvency or bankruptcy proceedings, then all principal and interest on all Senior Debt shall first be paid in full, or such payment shall have been provided for, before any payment is made upon this Note. 
  

 - 1 - 








 (c) In any of the proceedings referred to in (b) above, any payment or distribution of any kind or
character, whether in cash, property, stock or obligations, which may be payable or deliverable in respect of this Note, shall be paid or delivered directly to the holders of Senior Debt (or to a banking institution selected by the court or person
making the payment or delivery or designated by any holder of Senior Debt) for application in payment thereof, unless and until all principal and interest on all Senior Debt, including interest accrued subsequent to the commencement of the
proceedings referenced in (b) above (commonly known as “post-petition interest”), shall have been paid in full, or such payment shall have been provided for. The holder of this Note hereby irrevocably appoints the holder of Senior Debt his
agent and attorney-in-fact for the purpose of representing and voting the claims and rights of such holder during the course of any of the proceedings referenced in (b) above and agrees to take no action to terminate such agency and appointment
until all such Senior Debt is paid in full or such payment shall have been provided for. 
  
 (d) In the event that the Maker is to make any payment hereunder and the Maker is at the time of such proposed payment, or will be upon delivery of such payment, as a consequence thereof, in default or in violation of
the terms of any Senior Debt, no such payment shall be made by the Maker until the default or violation is first remedied. 
  
 The provisions of paragraphs (a)-(d) set forth above are for the purpose of defining the relative rights of the holders of Senior Debt on the one hand,
and the holder of this Note on the other hand, against the Maker and nothing herein shall impair, as between the Maker and the holder of this Note, the obligation of the Maker, which is unconditional and absolute, to pay to the holder hereof the
principal hereon in accordance with the terms and the provisions hereof. 
  
 At the option of the Maker, this Note shall be subject to prepayment, without penalty, in whole or in part, at any time. 
  
 This Note shall be binding upon and inure to the benefit of the Payee and his or its successors and assigns; provided; however, that this Note is
non-negotiable and may not be assigned by the Payee without the Maker’s consent. This Note shall be binding upon the Maker and any successor to the principal business of the Maker, whether by merger or otherwise. 
  
 If default be made in any payment due under the terms of this Note and if
such default shall continue for fifteen (15) days after the written notice thereof, or if any petition under the U. S. Bankruptcy Code shall be filed by or against any maker of this Note and not discharged within sixty (60) days, the entire
principal sum shall at once become due and payable, plus costs of collection, which shall include attorney’s fees, without notice at the option of the holder of this Note. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same in the event of any subsequent default. 
  

 - 2 - 








 Recourse under this Note shall be to the assets of the Maker only and in no event to the officers,
directors or stockholders of the Maker. 
  
 All payments shall be
made in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts. 
  
 All notices, requests, consents and demands shall be made in writing and shall be mailed postage prepaid, or delivered by
hand, or telecopied to the Maker or to the Payee hereof at their respective addresses set forth below or to such other address as may be furnished in writing to the other party hereto: 
  

	 If to the Payee:

	  


	  


	  


	
	 If to the Maker:

	  


	  


	  



  
 If any date that may
at any time be specified in this Note as a date for the making of any payment of principal or interest under this Note shall fall on Saturday, Sunday or on a day which in the city of Seattle, Washington shall be a legal holiday, then the date for
the making of that payment shall be the next subsequent day which is not a Saturday, Sunday or legal holiday. 
  
 This Note is intended to take effect as a sealed instrument and its validity and construction shall be determined by the internal substantive laws of the
State of Delaware. The parties hereby agree that any state court or local court of the State of Washington and the United States District Court for the District of Washington shall have exclusive jurisdiction to hear and determine any claims or
disputes between the Maker and Payee pertaining directly or indirectly to this Note. 
  
 Executed as of the date first above written. 
  

	 Witness:
	 	[Name of Maker]
		
	
	 	

	 [Name]
	 	 

  

 - 3 -