INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2018 • Marin Software Inc • Services-computer processing & data preparation • Delaware
This Indemnity Agreement, dated as of , 2017 is made by and between Marin Software Incorporated, a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Marin Software Incorporated Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 2, 2021Equity Distribution Agreement • August 3rd, 2021 • Marin Software Inc • Services-computer processing & data preparation • New York
Marin Software Incorporated Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • March 15th, 2013 • Marin Software Inc • Services-computer processing & data preparation • New York
Marin Software Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Common Stock, par value $0.001 per share (“Stock”) of the Company. The aggregate of [ ] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • April 17th, 2018 • Marin Software Inc • Services-computer processing & data preparation • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [●] (the “Executive”) and Marin Software Incorporated a Delaware corporation (the “Company”), to be effective as of [●] 2018 (the “Effective Date”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 24th, 2015 • Marin Software Inc • Services-computer processing & data preparation
RE: Second Amended and Restated Loan and Security Agreement dated as of May , 2015 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and among MARIN SOFTWARE INCORPORATED, a Delaware corporation (“Marin”), MARIN SOFTWARE LIMITED, a company registered under the laws of England and Wales (“Marin Ltd”), and MARIN SOFTWARE LIMITED, a company incorporated in Ireland (“Marin Ireland”; and together with Marin and Marin Ltd, individually and collectively, the “Borrower”), and Silicon Valley Bank (the “Bank”)
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 20th, 2015 • Marin Software Inc • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 9, 2011 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), MARIN SOFTWARE INCORPORATED, a Delaware corporation (“Marin”), and MARIN SOFTWARE LIMITED, a company registered under the laws of England and Wales (“Marin Ltd”; and together with Marin, individually and collectively, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 13th, 2013 • Marin Software Inc • Services-computer processing & data preparation • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2012 by and among Marin Software Incorporated, a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”) and the persons listed on Exhibit B attached hereto (the “Stockholders”).
AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 26th, 2021 • Marin Software Inc • Services-computer processing & data preparation • California
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Bob Bertz (the “Executive”) and Marin Software Incorporated, a Delaware corporation (the “Company”), to be effective as of January 28, 2021 (the “Effective Date”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 5th, 2015 • Marin Software Inc • Services-computer processing & data preparation
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2015 (the “Agreement Date”), by and among Marin Software Incorporated, a Delaware corporation (“Acquirer”), Social Moov, a French société par actions simplifiée (the “Company”), the Company Securityholders and Sylvain Eche, as the Shareholders’ Agent (the “Shareholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
MASTER SERVICES AGREEMENTMaster Services Agreement • February 13th, 2013 • Marin Software Inc • Services-computer processing & data preparation • Nevada
This Master Services Agreement is made by and between Switch Communications Group L.L.C., a Nevada limited liability company (“Switch”) and the customer indicated in the signature block below (“Customer”). This Master Services Agreement is effective as of the date of Switch’s signature below (the “Effective Date”).
OFFICE LEASE a Delaware limited liability company, Landlord and MARIN SOFTWARE, a Delaware corporation, Tenant DATED AS OF: January 7, 2011Office Lease • February 13th, 2013 • Marin Software Inc • Services-computer processing & data preparation • California
ASSET PURCHASE AGREEMENT BY AND AMONG MARIN SOFTWARE INCORPORATED AND SHARPSPRING, INC. NOVEMBER 21, 2019Asset Purchase Agreement • November 21st, 2019 • Marin Software Inc • Services-computer processing & data preparation • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2019 by and among SharpSpring, Inc., a Delaware corporation (“Buyer”) and Marin Software Incorporated, a Delaware corporation (“Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Annex A attached hereto.
Waiver Under Change in Control and Severance AgreementChange in Control and Severance Agreement • May 21st, 2020 • Marin Software Inc • Services-computer processing & data preparation
This Waiver under Change in Control and Severance Agreement (this “Waiver”) is made as of May 20, 2020 by and between Marin Software Incorporated, a Delaware corporation (the “Company”), and the executive of the Company identified below (the “Executive”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2013 • Marin Software Inc • Services-computer processing & data preparation
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 30th day of September 2013 (the “Supplemental Effective Date”), by and between SILICON VALLEY BANK (“Bank”), MARIN SOFTWARE INCORPORATED, a Delaware corporation (“Marin”) whose address is 123 Mission Street, 25th Floor, San Francisco, California 94105, MARIN SOFTWARE LIMITED, a company registered under the laws of England and Wales (“Marin Ltd”), and MARIN SOFTWARE LIMITED, a company incorporated in Ireland (“Marin Ireland”; and together with Marin and Marin Ltd, individually and collectively, the “Borrower”).
Revenue Share AgreementRevenue Share Agreement • March 14th, 2019 • Marin Software Inc • Services-computer processing & data preparation • California
August 22, 2016Separation Agreement • November 9th, 2016 • Marin Software Inc • Services-computer processing & data preparation • California
This letter confirms the agreement (“Agreement”) between you and Marin Software Incorporated (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 11th, 2013 • Marin Software Inc • Services-computer processing & data preparation • California
This Severance and Change in Control Agreement is entered into as of , 2013 (the “Effective Date”) by and between (the “Executive”) and MARIN SOFTWARE INCORPORATED, a Delaware corporation (the “Company”).
Contract ID: [*****]Revenue Share Agreement • November 4th, 2021 • Marin Software Inc • Services-computer processing & data preparation • California
Certain identified information has been excluded from this exhibit because (i) it is both not material and would be competitively harmful if disclosed and (ii) it is personal information that may be redacted in accordance with Item 601(a)(6) of Regulation S-K. Information that was omitted has been noted in this document with a placeholder identified by the mark “[*****]”.
AGREEMENT AND PLAN OF REORGANIZATION by and among MARIN SOFTWARE INCORPORATED, a Delaware corporation, INFINITY ACQUISITION SUB, INC., a Delaware corporation, INFINITY ACQUISITION SUB II, LLC A Delaware limited liability company, NOWSPOTS, INC., a...Agreement and Plan of Reorganization • June 4th, 2014 • Marin Software Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of May 30 (the “Agreement Date”), by and among Marin Software Incorporated, a Delaware corporation (“Acquirer”), Infinity Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub I”), Infinity Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquirer (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), NowSpots, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
September 14, 2015Separation Agreement • November 5th, 2015 • Marin Software Inc • Services-computer processing & data preparation • California
This letter confirms the agreement (“Agreement”) between you and Marin Software Incorporated (the “Company”) concerning the terms of your transition and separation from employment and offers you certain benefits, including severance benefits as set forth in that certain Severance and Change in Control Agreement between you and the Company dated April 19, 2013 and attached hereto as Exhibit A (the “Severance Agreement”), conditioned upon your provision of a general release of claims and covenant not to sue upon the Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 23rd, 2016 • Marin Software Inc • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 19th day of February 2016, by and among SILICON VALLEY BANK (“Bank”), MARIN SOFTWARE INCORPORATED, a Delaware corporation (“Marin”) whose address is 123 Mission Street, 25th Floor, San Francisco, California 94105, MARIN SOFTWARE LIMITED, a company registered under the laws of England and Wales (“Marin UK”), and MARIN SOFTWARE LIMITED, a company incorporated in Ireland (“Marin Ireland”; and together with Marin and Marin UK, individually and collectively, the “Borrower”).
AMENDMENT #1 TO REVENUE SHARE AGREEMENTRevenue Share Agreement • March 23rd, 2020 • Marin Software Inc • Services-computer processing & data preparation
This Amendment #1 (this “Amendment #1”) is entered into by and between Google LLC (“Google”) and Marin Software Incorporated (“Marin”), and amends that certain Revenue Share Agreement, by and between Google and Marin, effective as of October 1, 2018 (the “Agreement”). This Amendment #1 is effective from the date last signed in the signature block below (the “Amendment #1 Effective Date”).
July 8, 2014 Peter Wooster [PRIVATE ADDRESS] Dear Peter:Release Agreement • August 7th, 2014 • Marin Software Inc • Services-computer processing & data preparation • California
This release agreement (“Agreement”) confirms the agreement between Marin Software Incorporated (the “Company”) and you regarding the terms of your separation from the Company on mutually agreeable terms as set forth below. You and the Company (collectively, the “Parties”) agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.
123 MISSION STREET OFFICE LEASE 123 MISSION, LLC, a Delaware limited liability company, Landlord and MARIN SOFTWARE, a Delaware corporation, Tenant DATED AS OF: January 7, 2011Office Lease • February 23rd, 2016 • Marin Software Inc • Services-computer processing & data preparation • California
THIS LEASE is made as of the 7th day of January, 2011, between 123 MISSION, LLC, a Delaware limited liability company (“Landlord”), and MARIN SOFTWARE, a Delaware corporation (“Tenant”).
