EX-10.4



 Exhibit 10.4 
 MARIN SOFTWARE INCORPORATED. 

2013 EMPLOYEE STOCK PURCHASE PLAN 

1. PURPOSE. Marin Software Incorporated adopted the Plan effective as of the date of the IPO. The purpose of this Plan is to
provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the
Company. Capitalized terms not defined elsewhere in the text are defined in Section 28. 
 2. ESTABLISHMENT OF PLAN.
The Company proposes to grant rights to purchase shares of Common Stock to eligible employees of the Company and its Participating Corporations pursuant to this Plan. The Company intends this Plan to qualify as an “employee stock purchase
plan” under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code
shall have the same definition herein. In addition, with regard to offers of options to purchase shares of the Common Stock under the Plan to employees working for a Subsidiary or an Affiliate outside the United States, this Plan authorizes the
grant of options that are not intended to meet Section 423 requirements, provided, if necessary under Section 423 of the Code, the other terms and conditions of the Plan are met. 
 Subject to Section 14, a total of one million (1,000,000) shares of Common Stock is reserved for issuance under this Plan. In addition, on each January 1 for each of the first ten
(10) calendar years after the first Offering Date, the aggregate number of shares of Common Stock reserved for issuance under the Plan shall be increased automatically by the number of shares equal to one (1%) of the total number of
outstanding shares of the Common Stock on the immediately preceding December 31 (rounded down to the nearest whole share), but not to exceed 700,000 shares; provided, that the Board or the Committee may in its sole discretion
reduce the amount of the increase in any particular year. The number of shares reserved for issuance under this Plan and the maximum number of shares that may be issued under this Plan shall be subject to adjustments effected in accordance with
Section 14. 
 3. ADMINISTRATION. The Plan will be administered by the Committee, or by the Committee’s
delegate(s), as permitted by applicable law and provided herein. Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of
this Plan shall be determined by the Committee or its delegate(s) and its decisions shall be final and binding upon all Participants. The Committee or its delegate(s) will have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility, to designate the Participating Corporations, to determine when to grant options which are not intended to meet the Code Section 423 requirements and to decide upon any and all claims filed
under the Plan. Every finding, decision and determination made by the Committee or its delegate(s) will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the
Committee may adopt rules, sub-plans, and/or procedures relating to the operation and administration of the Plan designed to achieve tax, securities law or other objectives for eligible employees outside of the United States. The Committee will have
the authority to determine the Fair Market Value of the Common Stock (which determination shall be final, binding and conclusive for all purposes) in accordance with Section 8 below and to interpret Section 8 of the Plan in connection with
circumstances that impact the Fair Market Value. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for
services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. For purposes of this Plan, the Committee may








 designate separate offerings under the Plan (the terms of which need not be identical) in which eligible
employees of one or more Participating Corporations will participate, even if the dates of the applicable Offering Periods of each such offering are identical. 
 4. ELIGIBILITY. 
 (a) Any employee of the Company or the Participating
Corporations is eligible to participate in an Offering Period under this Plan, except that one or more of the following categories of employees may be excluded from coverage under the Plan by the Committee (other than where prohibited by applicable
law): 
 (i) employees who are customarily employed for twenty (20) hours or less per week; 

(ii) employees who are customarily employed for five (5) months or less in a calendar year; and 

(iii) employees who do not meet any other eligibility requirements that the Committee may choose to impose (within the limits permitted
by the Code). 
 The foregoing notwithstanding, an individual shall not be eligible (i) if his or her participation in the
Plan is prohibited by the law of any country that has jurisdiction over him or her, (ii) if complying with the laws of the applicable country would cause the Plan to violate Section 423 of the Code, or (iii) if he or she is subject to
a collective bargaining agreement that does not provide for participation in the Plan. 
 (b) No employee who, together with any
other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, owns stock or holds options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or its Parent or any Subsidiary or who, as a result of being granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock of the Company or its Parent or any Subsidiary shall be granted an option to purchase Common Stock under the Plan. 

5. OFFERING DATES. 
 (a) Each Offering Period of this Plan may be of up to twenty-seven (27) months duration and shall commence and end at the times designated by the Committee. Each Offering Period may consist of one or
more Purchase Periods during which payroll deductions of Participants are accumulated under this Plan. 
 (b) The initial
Offering Period shall run coterminous with the initial Purchase Period and shall commence on the Effective Date, and shall end with the Purchase Date that occurs on or prior to the February 1 or August 1 that first occurs six
(6) months or more after the Effective Date. The initial Offering Period shall consist of a single Purchase Period. Thereafter, a six-month Offering Period shall commence on each February 1 and August 1, with each such Offering Period
also consisting of a single six-month Purchase Period, except as otherwise provided in an applicable sub-plan, or on such other dates as determined by the Committee. The Committee may at any time establish a different duration for an Offering Period
or Purchase Period to be effective after the next scheduled Purchase Date. 

  
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 6. PARTICIPATION IN THIS PLAN. 

(a) Any employee who is an eligible employee determined in accordance with Section 4 immediately prior to the initial Offering Period
will be automatically enrolled in the initial Offering Period under this Plan for the maximum number of shares of Common Stock purchasable. With respect to subsequent Offering Periods, any eligible employee determined in accordance with
Section 4 will be eligible to participate in this Plan, subject to the requirement of Section 6(b) hereof and the other terms and provisions of this Plan. 
 (b) Notwithstanding the foregoing, an eligible employee may elect to decrease the number of shares of Common Stock that such employee would otherwise be permitted to purchase for the initial Offering
Period under the Plan and/or purchase shares of Common Stock for the initial Offering Period through payroll deductions by delivering an enrollment agreement to the Company within thirty (30) days after the filing of an effective registration
statement pursuant to Form S-8. With respect to Offering Periods after the initial Offering Period, a Participant may elect to participate in this Plan by submitting an enrollment agreement prior to the commencement of the Offering Period (or such
earlier date as the Committee may determine) to which such agreement relates. 
 (c) Once an employee becomes a Participant in
an Offering Period, then such Participant will automatically participate in each subsequent Offering Period commencing immediately following the last day of the prior Offering Period unless the Participant withdraws or is deemed to withdraw from
this Plan or terminates further participation in an Offering Period as set forth in Section 11 below. A Participant who is continuing participation pursuant to the preceding sentence is not required to file any additional enrollment agreement
in order to continue participation in this Plan; a Participant who is not continuing participation pursuant to the preceding sentence is required to file an enrollment agreement prior to the commencement of the Offering Period (or such earlier date
as the Committee may determine) to which such agreement relates. 
 7. GRANT OF OPTION ON ENROLLMENT. Becoming a
Participant with respect to an Offering Period will constitute the grant (as of the Offering Date) by the Company to such Participant of an option to purchase on the Purchase Date up to that number of shares of Common Stock of the Company determined
by a fraction, the numerator of which is the amount accumulated in such Participant’s payroll deduction account during such Purchase Period and the denominator of which is the lower of (i) eighty-five percent (85%) of the
Fair Market Value of a share of Common Stock on the Offering Date (but in no event less than the par value of a share of the Common Stock), or (ii) eighty-five percent (85%) of the Fair Market Value of a share of the Common Stock on the
Purchase Date (but in no event less than the par value of a share of the Common Stock) provided, however, that for the Purchase Period within the initial Offering Period the numerator shall be fifteen percent (15%) of the
Participant’s compensation for such Purchase Period, or such lower percentage as determined by the Committee prior to the start of the Offering Period, and provided, further, that the number of shares of Common Stock subject to
any option granted pursuant to this Plan shall not exceed the lesser of (x) the maximum number of shares set by the Committee pursuant to Section 10(b) below with respect to the applicable Purchase Date, or (y) the maximum number of
shares which may be purchased pursuant to Section 10(a) below with respect to the applicable Purchase Date. 
 8.
PURCHASE PRICE. The Purchase Price per share at which a share of Common Stock will be sold in any Offering Period shall be eighty-five percent (85%) of the lesser of: 
 (a) The Fair Market Value on the Offering Date; or 
 (b) The Fair Market Value on
the Purchase Date. 

  
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 9. PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTION CHANGES; SHARE ISSUANCES. 

(a) The Purchase Price shall be accumulated by regular payroll deductions made during each Offering Period, unless the Committee
determines with respect to categories of Participants outside the United States that contributions may be made in another form due to local legal requirements. The deductions are made as a percentage of the Participant’s compensation in one
percent (1%) increments not less than one percent (1%), nor greater than ten percent (10%) or such lower limit set by the Committee. Compensation shall mean base salary (or in foreign jurisdictions, equivalent cash compensation); however,
the Committee may at any time prior to the beginning of an Offering Period determine that for that and future Offering Periods, Compensation shall mean all W-2 cash compensation, including without limitation base salary or regular hourly wages,
bonuses, incentive compensation, commissions, overtime, shift premiums, plus draws against commissions (or in foreign jurisdictions, equivalent cash compensation). For purposes of determining a Participant’s Compensation, any election by such
Participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code (or in foreign jurisdictions, equivalent salary deductions) shall be treated as if the Participant did not make such election. Payroll deductions
shall commence on the first payday following the last Purchase Date (with respect to the initial Offering Period, first payday following the effective date of filing with the U.S. Securities and Exchange Commission a securities registration
statement for the Plan) and shall continue to the end of the Offering Period unless sooner altered or terminated as provided in this Plan. Notwithstanding the foregoing, the terms of any sub-plan may permit matching shares without the payment of any
purchase price. 
 (b) A Participant may decrease the rate of payroll deductions during an Offering Period by filing with the
Company a new authorization for payroll deductions, with the new rate to become effective no later than the second payroll period commencing after the Company’s receipt of the authorization and continuing for the remainder of the Offering
Period unless changed as described below. A decrease in the rate of payroll deductions may be made once during an Offering Period or more frequently under rules determined by the Committee. A Participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the Company a new authorization for payroll deductions prior to the beginning of such Offering Period, or such other time period as specified by the Committee. A Participant may not
increase his or her rate of payroll deductions during an Offering Period, for such ongoing Offering Period. 
 (c) A Participant
may reduce his or her payroll deduction percentage to zero during an Offering Period by filing with the Company a request for cessation of payroll deductions. Such reduction shall be effective beginning no later than the second payroll period after
the Company’s receipt of the request and no further payroll deductions will be made for the duration of the Offering Period. Payroll deductions credited to the Participant’s account prior to the effective date of the request shall be used
to purchase shares of Common Stock in accordance with Subsection (e) below. A reduction of the payroll deduction percentage to zero shall be treated as such Participant’s withdrawal from such Offering Period and the Plan, effective as of
the day after the next Purchase Date following the filing date of such request with the Company. 
 (d) All payroll deductions
made for a Participant are credited to his or her account under this Plan and are deposited with the general funds of the Company, except to the extent local legal restrictions outside the United States require segregation of such payroll
deductions. No interest accrues on the payroll deductions, except to the extent required due to local legal requirements. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions, except to the extent necessary to comply with local legal requirements outside the United States. 

  
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 (e) On each Purchase Date, so long as this Plan remains in effect and provided that the
Participant has not submitted a signed and completed withdrawal form before that date which notifies the Company that the Participant wishes to withdraw from that Offering Period under this Plan and have all payroll deductions accumulated in the
account maintained on behalf of the Participant as of that date returned to the Participant, the Company shall apply the funds then in the Participant’s account to the purchase of whole shares of Common Stock reserved under the option granted
to such Participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The Purchase Price per share shall be as specified in Section 8 of this Plan. Any fractional share, as calculated under
this Subsection (e), shall be rounded down to the next lower whole share, unless the Committee determines with respect to all Participants that any fractional share shall be credited as a fractional share. Any amount remaining in a
Participant’s account on a Purchase Date which is less than the amount necessary to purchase a full share of Common Stock shall be returned to the Participant, without interest (except to the extent required due to local legal requirements
outside the United States). In the event that this Plan has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the Participant, without interest (except to the extent required due to local legal
requirements outside the United States). No Common Stock shall be purchased on a Purchase Date on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date, except to the extent required due to local legal
requirements outside the United States. 
 (f) As promptly as practicable after the Purchase Date, the Company shall issue
shares for the Participant’s benefit representing the shares purchased upon exercise of his or her option. 
 (g) During a
Participant’s lifetime, his or her option to purchase shares hereunder is exercisable only by him or her. The Participant will have no interest or voting right in shares covered by his or her option until such option has been exercised.

 (h) To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company or any Subsidiary or Affiliate, as applicable, may withhold, by any method permissible under the applicable law,
the amount necessary for the Company or Subsidiary or Affiliate, as applicable, to meet applicable withholding obligations, including any withholding required to make available to the Company or Subsidiary or Affiliate, as applicable, any tax
deductions or benefits attributable to the sale or early disposition of shares of Common Stock by a Participant. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. 

10. LIMITATIONS ON SHARES TO BE PURCHASED. 
 (a) Any other provision of the Plan notwithstanding, no Participant shall purchase Common Stock with a Fair Market Value in excess of the following limit: 

(i) In the case of Common Stock purchased during an Offering Period that commenced in the current calendar year, the limit
shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any
parent or Subsidiary of the Company). 
 (ii) In the case of Common Stock purchased during an Offering Period
that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased (under this Plan and all other employee stock
purchase plans of the Company or any parent or 

  
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Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. 
 For purposes of this Subsection (a), the Fair Market Value of Common Stock shall be determined in each case as of the beginning of the Offering Period in which such Common Stock is purchased.
Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Common Stock under the Plan, then his or her employee
contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company
automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. 

(b) In no event shall a Participant be permitted to purchase more than 2,500 shares on any one Purchase Date or such lesser number as the
Committee shall determine. If a lower limit is set under this Subsection (b), then all Participants will be notified of such limit prior to the commencement of the next Offering Period for which it is to be effective. 

(c) If the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then available for
issuance under this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will give
notice of such reduction of the number of shares to be purchased under a Participant’s option to each Participant affected. 
 (d) Any payroll deductions accumulated in a Participant’s account which are not used to purchase stock due to the limitations in this Section 10, and not covered by Section 9(e), shall be
returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States). 

11. WITHDRAWAL. 
 (a) Each Participant may withdraw from an Offering Period under this Plan pursuant to a method specified for such purpose by the Company. Such withdrawal may be elected at any time prior to the end of an
Offering Period, or such other time period as specified by the Committee. 
 (b) Upon withdrawal from this Plan, the accumulated
payroll deductions shall be returned to the withdrawn Participant, without interest (except to the extent required due to local legal requirements outside the United States), and his or her interest in this Plan shall terminate. In the event a
Participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set forth in Section 6 above for initial participation in this Plan. 

12. TERMINATION OF EMPLOYMENT. If a Participant ceases to provide services for any reason, including retirement, death,
disability, or the failure of a Participant to remain an eligible employee of the Company or of a Participating Corporation, his or her participation in this Plan will terminate as of the date of such cessation of service. In such event, accumulated
payroll deductions credited to the Participant’s account will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest (except to the extent required due to local legal requirements
outside the United States). For purposes of this Section 12, an employee will not be deemed to have ceased providing services or failed to remain in the continuous employ of the Company or of a Participating Corporation in the case of sick
leave, military leave, or any other leave of absence approved 

  
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by the Company; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. The
Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless of any notice period or garden leave required under local employment
law. 
 13. RETURN OF PAYROLL DEDUCTIONS. In the event a Participant’s interest in this Plan is terminated by
withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver to the Participant all accumulated payroll deductions credited to such Participant’s account. No interest shall
accrue on the payroll deductions of a Participant in this Plan (except to the extent required due to local legal requirements outside the United States). 
 14. CAPITAL CHANGES. If the number of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar
change in the capital structure of the Company, without consideration, then the Committee shall adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 2 and 10 shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance
with the applicable securities laws; provided that fractions of a share will not be issued. 
 15. NONASSIGNABILITY.
Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by
will, the laws of descent and distribution or as provided in Section 22 below) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect. 

16. USE OF PARTICIPANT FUNDS AND REPORTS. The Company may use all payroll deductions received or held by it under the Plan for any
corporate purpose, and the Company will not be required to segregate Participant payroll deductions (except to the extent required due to local legal requirements outside the United States). Until shares are issued, Participants will only have the
rights of an unsecured creditor. Each Participant shall receive promptly after the end of each Purchase Period a report of his or her account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price
thereof, and the remaining cash balance, if any, refunded, as determined by the Committee. 
 17. NOTICE OF DISPOSITION.
Each U.S. taxpayer Participant shall notify the Company in writing if the Participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years from the Offering Date or
within one (1) year from the Purchase Date on which such shares were purchased (the “Notice Period”). The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the shares. The obligation of the Participant to provide such notice shall continue notwithstanding the placement of any such legend
on the certificates. 
 18. NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant of any option hereunder
shall confer any right on any employee to remain in the employ of the Company or any Participating Corporation, or restrict the right of the Company or any Participating Corporation to terminate such employee’s employment. 







 19. EQUAL RIGHTS AND PRIVILEGES. All eligible employees granted an option under this
Plan that is intended to meet the Code Section 423 requirements shall have equal rights and privileges with respect to this Plan or within any separate offering under the Plan so that this Plan qualifies as an “employee stock purchase
plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code, without further act
or amendment by the Company, the Committee or the Board, shall be reformed to comply with the requirements of Section 423. This Section 19 shall take precedence over all other provisions in this Plan. 

20. NOTICES. All notices or other communications by a Participant to the Company under or in connection with this Plan shall be
deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 
 21. TERM; STOCKHOLDER APPROVAL. This Plan will become effective on the Effective Date. This Plan shall be approved by the stockholders of the Company, in any manner permitted by applicable
corporate law, within twelve (12) months before or after the date this Plan is adopted by the Board. No purchase of shares that are subject to such stockholder approval before becoming available under this Plan shall occur prior to stockholder
approval of such shares and the Board or Committee may delay any Purchase Date and postpone the commencement of any Offering Period subsequent to such Purchase Date as deemed necessary or desirable to obtain such approval (provided that if a
Purchase Date would occur more than twenty-four (24) months after commencement of the Offering Period to which it relates, then such Purchase Date shall not occur and instead such Offering Period shall terminate without the purchase of such
shares and Participants in such Offering Period shall be refunded their contributions without interest). This Plan shall continue until the earlier to occur of (a) termination of this Plan by the Board (which termination may be effected by the
Board at any time pursuant to Section 25 below), (b) issuance of all of the shares of Common Stock reserved for issuance under this Plan, or (c) the tenth anniversary of the Effective Date under the Plan. 

22. DESIGNATION OF BENEFICIARY. 
 (a) Unless otherwise determined by the Committee, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under this Plan in the event
of such Participant’s death prior to a Purchase Date. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death. 

(b) Such designation of beneficiary may be changed by the Participant at any time by written notice filed with the Company at the
prescribed location before the Participant’s death. In the event of the death of a Participant and in the absence of a beneficiary validly designated under this Plan who is living at the time of such Participant’s death, the Company shall
deliver such cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such cash to the spouse
or, if no spouse is known to the Company, then to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

23. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES. Shares shall not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the United States Securities Act of 1933, as amended,
the United States Securities Exchange Act of 1934, as amended, the rules and regulations promulgated 

  
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thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed, exchange control restrictions and/or securities law restrictions
outside the United States, and shall be further subject to the approval of counsel for the Company with respect to such compliance. Shares may be held in trust or subject to further restrictions as permitted by any subplan. 

24. APPLICABLE LAW. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of
Delaware. 
 25. AMENDMENT OR TERMINATION. The Committee, in its sole discretion, may amend, suspend, or terminate the
Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Committee, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common
Stock on the next Purchase Date (which may be sooner than originally scheduled, if determined by the Committee in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment
pursuant to Section 14). If an Offering Period is terminated prior to its previously-scheduled expiration, all amounts then credited to Participants’ accounts for such Offering Period, which have not been used to purchase shares of Common
Stock, shall be returned to those Participants (without interest thereon, except as otherwise required under local laws) as soon as administratively practicable. Further, the Committee will be entitled to change the Purchase Periods and Offering
Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld or contributed in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a Participant in order to adjust for delays or mistakes in the administration of the Plan, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts
applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s base salary and other eligible compensation, and establish such other limitations or procedures as the Committee
determines in its sole discretion advisable which are consistent with the Plan. Such actions will not require stockholder approval or the consent of any Participants. However, no amendment shall be made without approval of the stockholders of the
Company (obtained in accordance with Section 21 above) within twelve (12) months of the adoption of such amendment (or earlier if required by Section 21) if such amendment would: (a) increase the number of shares that may be
issued under this Plan; or (b) change the designation of the employees (or class of employees) eligible for participation in this Plan. In addition, in the event the Board or Committee determines that the ongoing operation of the Plan may
result in unfavorable financial accounting consequences, the Board or Committee may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequences including, but
not limited to: (i) amending the definition of compensation, including with respect to an Offering Period underway at the time; (ii) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of
the change in Purchase Price; (iii) shortening any Offering Period by setting a Purchase Date, including an Offering Period underway at the time of the Committee’s action; (iv) reducing the maximum percentage of compensation a
participant may elect to set aside as payroll deductions; and (v) reducing the maximum number of shares a Participant may purchase during any Offering Period. Such modifications or amendments will not require approval of the stockholders of the
Company or the consent of any Participants. 
 26. CORPORATE TRANSACTIONS. In the event of a Corporate Transaction, the
Offering Period for each outstanding right to purchase Common Stock will be shortened by setting a new Purchase Date and will end on the new Purchase Date. The new Purchase Date shall occur on or prior to the consummation of the Corporate
Transaction, as determined by the Board or Committee, and the Plan shall terminate on the consummation of the Corporate Transaction. 

  
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 27. CODE SECTION 409A ; TAX QUALIFICATION. 

(a) Options granted under the Plan generally are exempt from the application of Section 409A of the Code. However, options granted to
U.S. taxpayers which are not intended to meet the Code Section 423 requirements are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and
interpreted in accordance with such intent. Subject to Subsection (b), options granted to U.S. taxpayers outside of the Code Section 423 requirements shall be subject to such terms and conditions that will permit such options to satisfy the
requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares of Common Stock subject to an option be delivered within the short-term deferral period. Subject to Subsection
(b), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Committee determines that an option or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the
Code, the option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including Treasury regulations and other interpretive guidance issued thereunder, including without limitation
any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option that is intended to be exempt from or compliant
with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. 

(b) Although the Company may endeavor to (i) qualify an option for favorable tax treatment under the laws of the United States or
jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or
avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Subsection (a). The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants
under the Plan. 
 28. DEFINITIONS. 
 (a) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which
the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing. 
 (b) “Board” shall mean the Board of Directors of the Company. 
 (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. 
 (d) “Committee” shall mean the Compensation Committee of the Board that consists exclusively or one or more members of the Board appointed by the Board. 

(e) “Common Stock” shall mean the common stock of the Company. 

(f) “Company” shall mean Marin Software Incorporated. 

(g) “Corporate Transaction” means the occurrence of any of the following events: (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the 

  
 - 10 -









 
Company’s then outstanding voting securities; or (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or
(iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation. 
 (h) “Effective
Date” shall mean the date on which the Registration Statement covering the initial public offering of the shares of Common Stock is declared effective by the U.S. Securities and Exchange Commission. 

(i) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

(j) “Fair Market Value” shall mean, as of any date, the value of a share of Common Stock determined as follows:

 (1) if such Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital
Market (collectively, the “Nasdaq Market”), its closing price on the Nasdaq Market on the date of determination, or if there are no sales for such date, then the last preceding business day on which there were sales, as
reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable; or 
 (2) if such
Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported
in The Wall Street Journal or such other source as the Board or the Committee deems reliable; or 
 (3) if such Common
Stock is publicly traded but is neither quoted on the Nasdaq Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street
Journal or such other source as the Board or the Committee deems reliable; or 
 (4) with respect to the initial Offering
Period, Fair Market Value on the Offering Date shall be the price at which shares of Common Stock are offered to the public pursuant to the Registration Statement covering the initial public offering of shares of Common Stock; and 

(5) if none of the foregoing is applicable, by the Board or the Committee in good faith. 

(k) “IPO” shall mean the initial public offering of Common Stock. 

(l) “Notice Period” shall mean within two (2) years from the Offering Date or within one (1) year from
the Purchase Date on which such shares were purchased. 
 (m) “Offering Date” shall mean the first
business day of each Offering Period. However, for the initial Offering Period the Offering Date shall be the Effective Date. 

  
 - 11 -









 (n) “Offering Period” shall mean a period with respect to which the
right to purchase Common Stock may be granted under the Plan, as determined by the Committee pursuant to Section 5(a). 

(o) “Parent” shall have the same meaning as “parent corporation” in Sections 424(e) and 424(f) of the
Code. 
 (p) “Participant” shall mean an eligible employee who meets the eligibility requirements set
forth in Section 4 and who is either automatically enrolled in the initial Offering Period or who elects to participate in this Plan pursuant to Section 6(b). 
 (q) “Participating Corporation” shall mean any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan, provided,
however, that employees of Affiliates that are designated for participation may be granted only options that do not intend to comply with the Code Section 423 requirements. 

(r) “Plan” shall mean this Marin Software Incorporated 2013 Employee Stock Purchase Plan. 

(s) “Purchase Date” shall mean the last business day of each Purchase Period. 

(t) “Purchase Period” shall mean a period during which contributions may be made toward the purchase of Common
Stock under the Plan, as determined by the Committee pursuant to Section 5(b). 
 (u) “Purchase
Price” shall mean the price at which Participants may purchase shares of Common Stock under the Plan, as determined pursuant to Section 8. 
 (v) “Subsidiary” shall have the same meaning as “subsidiary corporation” in Sections 424(e) and 424(f) of the Code. 

  
 - 12 -










			
	 MARIN SOFTWARE INCORPORATED (THE “COMPANY”)

2013 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)
	  	ENROLLMENT/CHANGE FORM

  

					
	 SECTION 1:
  

ACTIONS
	  	 CHECK DESIRED
ACTION:                            AND
COMPLETE SECTIONS:
  

 ̈     Enroll in the
ESPP                                   2 + 3 + 4 + 6

 ̈     Change Contribution
Percentage             2 + 4 + 6

 ̈     Discontinue
Contributions                       2 + 5 + 6

			
	 SECTION 2:
  

PERSONAL DATA
	  	 Name: __________________________________________
  

Home Address: __________________________________________
  

_________________________________________________
  

Social Security No.:
 ̈ ̈ ̈- ̈ ̈- ̈ ̈ ̈ ̈
	  	 Department:
  

		
	 SECTION 3:
  

ENROLL
	  	 I hereby elect to participate in the ESPP, effective at the beginning of the next Offering Period. I elect to purchase
shares of the Common Stock of the Company pursuant to the ESPP. I understand that the stock certificate(s) for the shares purchased on my behalf will be issued in street name and deposited directly into my brokerage account. I hereby agree to take
all steps, and sign all forms, required to establish an account with the Company’s broker for this purpose.
  
 My participation will continue as long as I remain eligible, unless I withdraw from the ESPP by filing a new Enrollment/Change Form with the Company. I understand that I must notify the Company of any
disposition of shares purchased under the ESPP.

		
	 SECTION 4:
  

ELECT CONTRIBUTION PERCENTAGE
	  	 I hereby authorize the Company to withhold from each of my paychecks such amount as is necessary to equal at the end of
the applicable Offering Period     % of my compensation (as defined in the ESPP) paid during such Offering Period as long as I continue to participate in the ESPP. That amount will be applied to the purchase of shares of
the Company’s Common Stock pursuant to the ESPP. The percentage must be a whole number (from 1%, up to a maximum of 10%).
  

Please  ̈-increase  ̈-decrease my contribution
percentage.
  

Note:     You may change your contribution percentage only once within a Purchase
Period to be effective during that Purchase Period and the change can only be to decrease your contribution percentage. An increase in your contribution percentage can only take effect with the next Offering Period. Each change will become
effective as soon as reasonably practicable after the form is received by the Company.



					
			
	 SECTION 5:
  

DISCONTINUE CONTRIBUTIONS
	 	  ̈       
	 	I hereby elect to stop my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. Please  ̈-refund all contributions to me in cash, without interest OR  ̈- use my contributions to purchase shares on the next Purchase Date. I understand that I
cannot resume participation until the start of the next Offering Period and must timely file a new enrollment form to do so.


					
		
	 SECTION 6:
  

ELECTRONIC DELIVERY AND ACCEPTANCE
	  	The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the ESPP by electronic means. I hereby consent
to receive such documents by electronic delivery and agree to participate in the ESPP through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.









			
	 SECTION 7:

 
 ACKNOWLEDGMENT
AND SIGNATURE
	  	 I acknowledge that I have received a copy of the ESPP Prospectus (which summarizes the major features of the ESPP). I have read the
Prospectus and my signature below (or my clicking on the Accept box if this is an electronic form) indicates that I hereby agree to be bound by the terms of the ESPP.
  

Signature:                       
                                         
                                
Date:                            


  








			
	 MARIN SOFWARE INCORPORATED (THE “COMPANY”)

2013 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)
	  	 IPO

ENROLLMENT/CHANGE FORM


  

							
	 SECTION 1:
  

ACTIONS
	  	 CHECK DESIRED ACTION:

 
  ̈     Enroll in
the ESPP
  ̈     Change Contribution Percentage

 ̈     Discontinue Contributions
	  	 AND COMPLETE SECTIONS:

 
 2 + 3 + 4 + 6
 2 + 4 + 6
 2 + 5 + 6
	  	


													
	 SECTION 2:
  

PERSONAL DATA
	  	Name:	 	  
	  		  	Department:


													
		  	Home Address:	 	  
	  		  	  



													
		  	  
	  		  	
		  	Social Security No.:	 	 ̈ ̈ ̈- ̈ ̈- ̈ ̈ ̈ ̈	  		  	


											
		
	 SECTION 3:
  

ENROLL
	  	 I hereby elect to continue to participate in the ESPP. I understand that my enrollment was effective at the beginning of
the Offering Period. I elect to purchase shares of the Common Stock of the Company pursuant to the ESPP. I understand that the stock certificate(s) for the shares purchased on my behalf will be issued in street name and deposited directly into my
brokerage account. I hereby agree to take all steps, and sign all forms, required to establish an account with the Company’s broker for this purpose.
  

My participation will continue as long as I remain eligible, unless I withdraw from the ESPP by filing a new Enrollment/Change Form with the Company. I
understand that I must notify the Company of any disposition of shares purchased under the ESPP.

		
	 SECTION 4:
  

ELECT CONTRIBUTION PERCENTAGE
	  	 I hereby authorize the Company to withhold from each of my paychecks such amount as is necessary to equal at the end of
the applicable Offering Period     % of my compensation (as defined in the ESPP) paid during such Offering Period as long as I continue to participate in the ESPP. That amount will be applied to the purchase of shares of
the Company’s Common Stock pursuant to the ESPP. The percentage must be a whole number (from 1% up to a maximum of 10%).
  

Please  ̈-increase  ̈-decrease my contribution
percentage.

			
		  	Note:  	  	You may change your contribution percentage only once within a Purchase Period to be effective during that Purchase Period and the change can only be to decrease your
contribution percentage. An increase in your contribution percentage can only take effect with the next Offering Period. Each change will become effective as soon as reasonably practicable after the form is received by the
Company.
			
	 SECTION 5:
  

DISCONTINUE CONTRIBUTIONS
	  	 ̈	 	I hereby elect to stop my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. Please  ̈-refund all contributions to me in cash, without interest OR  ̈- use my contributions to purchase shares on the next Purchase Date. I understand that I
cannot resume participation until the start of the next Offering Period and must timely file a new enrollment form to do so.
		
	 SECTION 6:
  

ELECTRONIC DELIVERY AND ACCEPTANCE
	  	The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the ESPP by electronic means. I hereby consent to
receive such documents by electronic delivery and agree to participate in the ESPP through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.









			
	 SECTION 7:
  

ACKNOWLEDGMENT AND SIGNATURE
	  	I acknowledge that I have received a copy of the ESPP Prospectus (which summarizes the major features of the ESPP). I have read the Prospectus and my signature below (or my clicking
on the Accept box if this is an electronic form) indicates that I hereby agree to be bound by the terms of the ESPP.


													
							
		  	Signature:	  	  
	 		  	Date:	  	  
	  	









			
	 MARIN SOFWARE INCORPORATED (THE “COMPANY”)

2013 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)
	  	 IPO - INTERNATIONAL
 ENROLLMENT/CHANGE FORM


  

					
	 SECTION 1:
  

ACTIONS
	  	 CHECK DESIRED ACTION:
                                        
AND COMPLETE SECTIONS:
  
  ̈       Enroll in the ESPP
                                         
 2 + 3 + 4 + 12

 ̈       Change Contribution
Percentage                     2 + 4 + 12
  ̈       Discontinue Contributions
                              2 + 5 + 12

			
	 SECTION 2:
  

PERSONAL DATA
	  	 Name:
                                         
                           
  

Home Address:
                                         
                   
  
                                  
                                         
                              

 
 Social Security No.:  ̈ ̈ ̈- ̈ ̈- ̈ ̈ ̈ ̈
	  	 Department:
  
                                  
   

		
	 SECTION 3:
  

ENROLL
	  	 I hereby elect to continue to participate in the ESPP. I understand that my enrollment was effective at the beginning of
the Offering Period. I elect to purchase shares of the Common Stock of the Company pursuant to the ESPP. I understand that the stock certificate(s) for the shares purchased on my behalf will be issued in street name and deposited directly into my
brokerage account. I hereby agree to take all steps, and sign all forms, required to establish an account with the Company’s broker for this purpose.
  

My participation will continue as long as I remain eligible, unless I withdraw from the ESPP by filing a new Enrollment/Change Form with the Company. I
understand that I must notify the Company of any disposition of shares purchased under the ESPP.

		
	 SECTION 4:
  

ELECT CONTRIBUTION PERCENTAGE
	  	 I hereby authorize the Company to withhold from each of my paychecks such amount as is necessary to equal at the end of
the applicable Offering Period     % of my compensation (as defined in the ESPP) paid during such Offering Period as long as I continue to participate in the ESPP. That amount will be applied to the purchase of shares of
the Common Stock pursuant to the ESPP. The percentage must be a whole number (from 1%, up to a maximum of 10%).
  
 Please  ̈-increase  ̈-decrease my contribution percentage.

 

Note:       You may change your contribution percentage only once
within a Purchase Period to be effective during that Purchase Period and the change can only be to decrease your contribution percentage. An increase in your contribution percentage can only take effect with the next Offering Period. Each
change will become effective as soon as reasonably practicable after the form is received by the Company.



					
			
	 SECTION 5:
  

DISCONTINUE CONTRIBUTIONS
	 	 ̈  	 	I hereby elect to stop my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. Please  ̈-refund all contributions to me in cash, without interest OR  ̈- use my contributions to purchase shares on the next Purchase Date. I understand that I
cannot resume participation until the start of the next Offering Period and must timely file a new enrollment form to do so.


					
		
	 SECTION 6:
  

RESPONSIBILITY FOR TAXES
	  	 I acknowledge that, regardless of any action taken by the Company or, if different, my employer (“Employer”),
the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to my participation in the ESPP and legally applicable to me (“Tax-Related Items”) is and
remains my responsibility and may exceed the amount actually withheld by the Company or my employer. Prior to the purchase of shares, I agree to make adequate arrangements satisfactory to the Company and/or my employer to satisfy all Tax-Related
Items. In this regard, I authorize the Company and/or my employer to satisfy the obligations with regard to all Tax-Related Items by withholding from my wages or other cash compensation payable to me by the Company and/or my employer. The Company
may refuse to purchase or deliver the shares or the proceeds of the sale of shares, if I fail to comply with my obligations in connection with the Tax-Related Items.
  

If the obligations for Tax-Related Items cannot be satisfied by withholding from my wages or other cash compensation as contemplated herein, then I
authorize the Company and/or my employer or their respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of shares of Common Stock acquired upon a










			
		  	Purchase Date, either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization without further consent). The
Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case I will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.
		
	 SECTION 7:
  

NATURE OF GRANT
	  	 By enrolling and participating in the ESPP, I acknowledge, understand and agree that:

 

•      the ESPP is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the ESPP, and I am voluntarily participating in the ESPP;

 
 •      my
right to participate in the ESPP is voluntary and occasional and does not create any contractual or other right to receive future rights to purchase shares of the Common Stock;

 
 •      my
participation in the ESPP shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, my employer or the Participating Corporations and shall not interfere with the ability of the Company,
my employer or any Participating Corporations to terminate my employment relationship (if any);
  

•      the ESPP and the shares of the Common Stock subject to the ESPP are not
part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar
payments;
  

•      no claim or entitlement to compensation or damages shall arise from
forfeiture of the option under the ESPP resulting from termination of my employment with the Company or my employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am
employed or the terms of my employment agreement, if any) and in consideration of the grant of the option and the issuance of shares of the Common Stock under the ESPP to which I am otherwise not entitled, I irrevocably agree never to institute any
claim against the Company, its Participating Corporations or my employer, waive my ability, if any, to bring any such claim, and release the Company, its Participating Corporations and my employer from any such claim; if, notwithstanding the
foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the ESPP, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request
dismissal or withdrawal of such claim; and
  
 •      in the event of termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the
jurisdiction where I am employed or the terms of my employment agreement, if any), unless otherwise provided in the ESPP or determined by the Company, my right to participate in the ESPP and my option to purchase shares of the Common Stock, if any,
will terminate effective as of the date I cease to actively provide services and will not be extended by any notice period (e.g., employment would not include any contractual notice or any period of “garden leave” or similar period
mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); the Committee shall have exclusive discretion to determine when I am no longer actively employed for purposes of the
ESPP.

		
	 SECTION 8:
  

DATA PRIVACY
	  	I hereby consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Enrollment Form and any other ESPP participation
materials (“Data”) by and among, as applicable, the Company and its Subsidiaries and my employer (if different) for the exclusive purpose of implementing, administering and managing my participation in the ESPP.


  
 2 









			
		  	 I understand that the Company and my employer may hold certain personal information about me, including, but not limited to, my
name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options under the ESPP or any
other entitlement to shares of the Common Stock awarded, cancelled, exercised, vested, unvested, or outstanding in my favor, for the exclusive purpose of implementing, administering and managing the ESPP.

 
 I understand that Data will be transferred to [insert broker] or such other
ESPP service provider as may be selected by the Company in the future, which is assisting the Company, with the implementation, administration and management of the ESPP. I understand that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than my country. I understand that if I reside outside the United States, I may request a list with the names and addresses of any
potential recipients of the Data by contacting my local human resources representative. I authorize the Company, [insert broker] and any other possible recipients which may assist the Company, (presently or in the future) with implementing,
administering and managing the ESPP to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the ESPP. I understand that Data will be
held only as long as is necessary to implement, administer and manage my participation in the ESPP. I understand that if I reside outside the United States I may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the
consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with my employer will not be adversely affected; the only adverse consequence of refusing or
withdrawing my consent is that the Company would not be able to grant me the option to purchase shares of the Common Stock under the ESPP or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or
withdrawing my consent may affect my ability to participate in the ESPP. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources
representative.

		
	 SECTION 9:
  

ELECTRONIC DELIVERY AND ACCEPTANCE
	  	The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the ESPP by electronic means. I hereby consent to receive
such documents by electronic delivery and agree to participate in the ESPP through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
		
	 SECTION 10:
  

SEVERABILITY
	  	The provisions of this Enrollment Form are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.
		
	 SECTION 11:
  

IMPOSITION OF OTHER REQUIREMENTS
	  	 The Company may elect to suspend, terminate or modify the terms of the ESPP at any time to the extent permitted by the ESPP. I agree
to be bound by such suspension, termination or modification regardless of whether notice is given to me of such event, subject in any case to my right to withdraw from the ESPP in accordance with the ESPP terms.

 
 The Company reserves the right to impose other requirements on my participation in
the ESPP, on any shares of the Common Stock purchased under the ESPP, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or undertakings that may
be necessary to accomplish the foregoing.

		
	 SECTION 12:
  

ACKNOWLEDGMENT AND SIGNATURE
	  	 I acknowledge that I have received a copy of the ESPP Prospectus (which summarizes the major features of the ESPP). I have read the
Prospectus and my signature below (or my clicking on the Accept box if this is an electronic form) indicates that I hereby agree to be bound by the terms of the ESPP.
  

Signature:                       
                                         
                                  Date:     
                         



  
 3 









			
	 MARIN SOFTWARE INCORPORATED (THE “COMPANY”)

2013 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)
	  	ENROLLMENT/CHANGE FORM

  

					
		
	 SECTION 1:
  

ACTIONS
	  	 CHECK DESIRED
ACTION:                              AND
COMPLETE SECTIONS:
  
  ̈    Enroll in the
ESPP                                   2 + 3 + 4 + 12

 ̈    Change Contribution
Percentage             2 + 4 + 12

 ̈    Discontinue
Contributions                       2 + 5 + 12

			
	 SECTION 2:
  

PERSONAL DATA
	  	 Name: __________________________________________
  

Home Address: __________________________________________
  

_________________________________________________
  

Social Security No.:
 ̈ ̈ ̈- ̈ ̈- ̈ ̈ ̈ ̈
	  	 Department:
  

		
	 SECTION 3:
  

ENROLL
	  	 I hereby elect to participate in the ESPP, effective at the beginning of the next Offering Period. I elect to purchase
shares of the Common Stock of the Company pursuant to the ESPP. I understand that the stock certificate(s) for the shares purchased on my behalf will be issued in street name and deposited directly into my brokerage account. I hereby agree to take
all steps, and sign all forms, required to establish an account with the Company’s broker for this purpose.
  
 My participation will continue as long as I remain eligible, unless I withdraw from the ESPP by filing a new Enrollment/Change Form with the Company. I understand that I must notify the Company of any
disposition of shares purchased under the ESPP.

		
	 SECTION 4:
  

ELECT CONTRIBUTION PERCENTAGE
	  	 I hereby authorize the Company to withhold from each of my paychecks such amount as is necessary to equal at the end of
the applicable Offering Period     % of my compensation (as defined in the ESPP) paid during such Offering Period as long as I continue to participate in the ESPP. That amount will be applied to the purchase of shares of
the Common Stock pursuant to the ESPP. The percentage must be a whole number (from 1%, up to a maximum of 10%).
  
 Please  ̈-increase  ̈-decrease my contribution percentage.

 

Note:     You may change your contribution percentage only once within a Purchase
Period to be effective during that Purchase Period and the change can only be to decrease your contribution percentage. An increase in your contribution percentage can only take effect with the next Offering Period. Each change will become
effective as soon as reasonably practicable after the form is received by the Company.

		
	 SECTION 5:
  

DISCONTINUE CONTRIBUTIONS
	  	  ̈       I hereby elect to
stop my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. Please  ̈-refund all contributions to me in cash, without interest OR
 ̈- use my contributions to purchase shares on the next Purchase Date. I understand that I cannot resume participation until the start of the next Offering Period and must timely file a new
enrollment form to do so.

		
	 SECTION 6:
  

RESPONSIBILITY FOR TAXES
	  	 I acknowledge that, regardless of any action taken by the Company or, if different, my employer (“Employer”),
the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to my participation in the ESPP and legally applicable to me (“Tax-Related Items”) is and
remains my responsibility and may exceed the amount actually withheld by the Company or my employer. Prior to the purchase of shares, I agree to make adequate arrangements satisfactory to the Company and/or my employer to satisfy all Tax-Related
Items. In this regard, I authorize the Company and/or my employer to satisfy the obligations with regard to all Tax-Related Items by withholding from my wages or other cash compensation payable to me by the Company and/or my employer. The Company
may refuse to purchase or deliver the shares or the proceeds of the sale of shares, if I fail to comply with my obligations in connection with the Tax-Related Items.
  

If the obligations for Tax-Related Items cannot be satisfied by withholding from my wages or other cash compensation as contemplated herein, then I
authorize the Company and/or my employer or their respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of shares of Common Stock acquired upon a Purchase Date, either through a
voluntary sale or through a mandatory sale arranged by the










			
		  	Company (on my behalf pursuant to this authorization without further consent). The Company may withhold or account for Tax-Related Items by considering maximum applicable
rates, in which case I will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.
		
	 SECTION 7:

NATURE OF GRANT
	  	 By enrolling and participating in the ESPP, I acknowledge, understand and agree that:

 

•      the ESPP is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the ESPP, and I am voluntarily participating in the ESPP;

 
 •      my
right to participate in the ESPP is voluntary and occasional and does not create any contractual or other right to receive future rights to purchase shares of the Common Stock;

 
 •      my
participation in the ESPP shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, my employer or the Participating Corporations and shall not interfere with the ability of the Company,
my employer or any Participating Corporations to terminate my employment relationship (if any);
  

•      the ESPP and the shares of the Common Stock subject to the ESPP are not
part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar
payments;
  

•      no claim or entitlement to compensation or damages shall arise from
forfeiture of the option under the ESPP resulting from termination of my employment with the Company or my employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am
employed or the terms of my employment agreement, if any) and in consideration of the grant of the option and the issuance of shares of the Common Stock under the ESPP to which I am otherwise not entitled, I irrevocably agree never to institute any
claim against the Company, its Participating Corporations or my employer, waive my ability, if any, to bring any such claim, and release the Company, its Participating Corporations and my employer from any such claim; if, notwithstanding the
foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the ESPP, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request
dismissal or withdrawal of such claim; and
  
 •      in the event of termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the
jurisdiction where I am employed or the terms of my employment agreement, if any), unless otherwise provided in the ESPP or determined by the Company, my right to participate in the ESPP and my option to purchase shares of the Common Stock, if any,
will terminate effective as of the date I cease to actively provide services and will not be extended by any notice period (e.g., employment would not include any contractual notice or any period of “garden leave” or similar period
mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); the Committee shall have exclusive discretion to determine when I am no longer actively employed for purposes of the
ESPP.

		
	 SECTION 8:

DATA PRIVACY
	  	 I hereby consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this
Enrollment Form and any other ESPP participation materials (“Data”) by and among, as applicable, the Company and its Subsidiaries and my employer (if different) for the exclusive purpose of implementing, administering and managing my
participation in the ESPP.
  
 I understand that the Company
and my employer may hold certain personal information



  
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		  	 about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options under the ESPP or any other entitlement to shares of the Common Stock awarded, cancelled, exercised,
vested, unvested, or outstanding in my favor, for the exclusive purpose of implementing, administering and managing the ESPP.
  

I understand that Data will be transferred to [insert broker] or such other ESPP service provider as may be selected by the Company in the future,
which is assisting the Company, with the implementation, administration and management of the ESPP. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country may have
different data privacy laws and protections than my country. I understand that if I reside outside the United States, I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources
representative. I authorize the Company, [insert broker] and any other possible recipients which may assist the Company, (presently or in the future) with implementing, administering and managing the ESPP to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the ESPP. I understand that Data will be held only as long as is necessary to implement, administer and manage my
participation in the ESPP. I understand that if I reside outside the United States I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw
the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to
revoke my consent, my employment status or service and career with my employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant me the option to
purchase shares of the Common Stock under the ESPP or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the ESPP. For more information
on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

		
	 SECTION 9:
  

ELECTRONIC DELIVERY AND ACCEPTANCE
	  	The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the ESPP by electronic means. I hereby consent to receive
such documents by electronic delivery and agree to participate in the ESPP through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
		
	 SECTION 10:
  

SEVERABILITY
	  	The provisions of this Enrollment Form are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.
		
	 SECTION 11:
  

IMPOSITION OF OTHER REQUIREMENTS
	  	 The Company may elect to suspend, terminate or modify the terms of the ESPP at any time to the extent permitted by the ESPP. I agree
to be bound by such suspension, termination or modification regardless of whether notice is given to me of such event, subject in any case to my right to withdraw from the ESPP in accordance with the ESPP terms.

 
 The Company reserves the right to impose other requirements on my participation in
the ESPP, on any shares of the Common Stock purchased under the ESPP, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or undertakings that may
be necessary to accomplish the foregoing.

		
	 SECTION 12:
  

ACKNOWLEDGMENT AND SIGNATURE
	  	 I acknowledge that I have received a copy of the ESPP Prospectus (which summarizes the major features of the ESPP). I have read the
Prospectus and my signature below (or my clicking on the Accept box if this is an electronic form) indicates that I hereby agree to be bound by the terms of the ESPP.
  

Signature:
                                         
                             Date:
                                    

 



  
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