Audit Committee Charter

(as amended June 2, 2009)

Purpose of the Audit Committee

The Audit Committee is appointed by the Board of Directors (the “Board”) of Rentrak Corporation (the “Company”) to assist the Board in fulfilling its responsibility to oversee management's conduct of the Company's accounting and financial reporting processes, including oversight of (a) the integrity of the financial statements and other financial information the Company provides to any governmental or regulatory body, the public or other users thereof, (b) the Company's systems of internal accounting and financial controls, and (c) the independence and the performance of the Company's independent accountants in regard to the annual independent audit of the Company's financial statements.

Authority of the Audit Committee

In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose. The Board and the Audit Committee are in place to represent the Company's shareholders; accordingly, the outside auditors are ultimately accountable to the Board and the Audit Committee.

The Audit Committee shall review the adequacy of this Charter on an annual basis.

Committee Membership and Qualifications

Each member of the Audit Committee shall meet the independence requirements adopted by the Company for independent directors. Members of the Audit Committee shall also meet the independence, financial literacy, and other requirements set forth in Rule 4350(d)(2)(A)(i)-(iv) of the listing standards for companies quoted on The Nasdaq Stock Market. At least one Audit Committee member shall meet the requirements of an “audit committee financial expert” as defined in the Securities and Exchange Commission's (SEC's”) rules.

Appointment and Removal of Committee Members

The Audit Committee shall be comprised of at least three members of the Board, appointed annually or as necessary to fill vacancies, by a majority vote of all the directors then in office on the recommendation of the Nominating and Governance Committee. Each member shall serve until his or her successor is duly elected and qualified or until such member's earlier resignation or removal. Any member of the Audit Committee may be removed, with or without cause, by a majority vote of all the directors then in office.

Chair

The Board shall appoint the Chair of the Audit Committee on the recommendation of the Nominating and Governance Committee. The Chair will chair all meetings of the Audit Committee and, in consultation with the Chairman of the Board other than for executive sessions, set the agendas for Audit Committee meetings.

Funding

The Audit Committee shall have the authority to determine and receive from the Company the amount of funding required for (1) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attestation services for the Company, (2) compensation to independent and other advisers retained by the Audit Committee, and (3) ordinary administrative expenses for the Audit Committee in carrying out its responsibilities.

Key Responsibilities

The Audit Committee's job is one of oversight and it recognizes that the Company's management is responsible for preparing the Company's financial statements and that the outside auditors are responsible for auditing those financial statements. Additionally, the Audit Committee recognizes that the Company's financial management, as well as the outside auditors, have more time, knowledge and more detailed information about the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Company's financial statements or any professional certification as to the outside auditors' work.

The following functions shall be the common recurring activities of the Audit Committee in carrying out its oversight functions. These functions are set forth as a guide with the understanding that the Audit Committee may diverge from this guide as appropriate given the circumstances. The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
2. Be directly responsible for the appointment, compensation, retention, and oversight of the work of the Company's outside auditors and other registered public accounting firms engaged for the purposes of performing any audit, review, or attestation services for the Company. All firms retained by the Audit Committee must report directly to the Audit Committee.
3. Approve all fees and services (including audit and permissible non-audit services) of the Company's outside auditors and any other public accounting firm engaged by the Audit Committee. All such services should be approved in advance of their performance pursuant to policies established by the Audit Committee. The Audit Committee may delegate authority to grant pre-approvals to one of its members, provided that full details of such pre-approval are presented to the full Audit Committee at its next meeting.
4. Establish procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters, and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters and administer the Company's Financial Integrity and Nonretaliation Policy.
5. Review and discuss with management and outside auditors the annual audited financial statements, including major issues regarding or changes in accounting and auditing principles, standards and practices, as well as the adequacy of internal controls that could significantly affect the Company's financial statements.
6. Review analyses prepared by management and the outside auditors of significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements.
7. Review and discuss with management and the outside auditors, as appropriate, earnings press releases and other financial information that the Company proposes to disclose publicly.
8. Review and discuss with management and the outside auditors the Company's quarterly and annual financial reports, including specifically the “MD&A” section, prior to the filing of the Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K.
9. Review and discuss with management and the outside auditors, as appropriate, the Company's system of internal controls and the results of both internal and external audits of such controls.
10. Meet periodically with management to review the Company's major financial risk exposures and the plans management has in place to monitor and control such exposures.
11. Receive written statements from the outside auditors regarding their independence consistent with Independence Standards Board Standard 1. Discuss the contents of such statements, including any relationships or services that may impact the objectivity or independence of the auditors, with the auditors, and if determined necessary by the Audit Committee, take actions or make recommendations that the full Board take appropriate action to oversee the independence of the auditors.
12. Evaluate, together with the Board, the performance of the outside auditors and, if determined necessary by the Audit Committee, recommend that the Board replace the outside auditors.
13. Obtain assurance from the outside auditors that no action or disclosure is required with respect to the Companys financial statements under Section 10A of the Securities Exchange Act of 1934.
14. Discuss with the outside auditors the matters required to be discussed by Statement on Auditing Standards No. 114 relating to the conduct of the audit.
15. Review with the outside auditors any problems or difficulties the auditors may have encountered and any management letter provided by the outside auditors and the Company's response to such letter.
16. Approve and submit the audit committee report required by the SEC's rules to be included in the Company's annual proxy statement.
17. Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations relating to the Company's status as a public company.
18. Review with the Company's outside legal counsel, legal matters that may have a material impact on the Company's financial statements, the Company's compliance policies and any material reports or inquiries received from regulators or government agencies.
19. Meet, at the committee's discretion, with the Chief Financial Officer, the Controller, any internal auditing staff and the outside auditors in separate sessions.
20. Review for potential conflicts of interest and determine whether or not to approve any transaction by the Company with a director, officer or shareholder (including transactions with family members or associates of such persons) that would be required to be disclosed in the Company's annual proxy statement by the SEC's disclosure rules.
21. Modify, interpret, apply and administer the Company's Code of Business Conduct, including the Code of Ethics for Senior Financial Officers. Review requests for waivers and reports of violations of the Company's Code of Business Conduct or Code of Ethics for Senior Financial Officers presented to the Audit Committee in accordance with those documents.

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