Investor Relations

CORPORATE GOVERNANCE

1. Audit Committee Charter

As adopted on February 12, 2013

I.PURPOSE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Marin Software Incorporated (the “Company”) is to assist Board oversight of:

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2. Nominating and Corporate Governance Committee Charter

As adopted on February 12, 2013

I.PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) ofMarin Software Incorporated(the “Company”) is to assist the Board with respect to corporate governance matters,

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3. Compensation Committee Charter

CHARTER OF THE
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
MARIN SOFTWARE INCORPORATED
As adopted on February 12, 2013 and amended through August 6, 2013

I.PURPOSE

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4. Corporate Governance Guidelines

As adopted on February 12, 2013

The following Corporate Governance Guidelines have been adopted by the Board of Directors (the “Board”), of Marin Software Incorporated (the “Company”), pursuant to the recommendations of the Nominating and Corporate Governance Committee (the “Committee”) to promote the effective functioning of the Board and its committees, to promote the interests of stockholders, and to ensure a common set of expectations as to how the Board, its various committees, individual directors and management should perform their functions.

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5.Code of Business Conduct and Ethics for Directors

As adopted on February 12, 2013

Marin Software Incorporated (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Code of Business Conduct and Ethics for Directors (this “Code”), which is intended to apply the same high standards of honest and ethical business conduct to directors as are applied to officers and employees.

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6. Code of Business Conduct and Ethics for Employees

CODE OF BUSINESS CONDUCT AND ETHICS OF
MARIN SOFTWARE INCORPORATED
Adopted on February 12, 2013; Revised on January 23, 2014 and September 8, 2015
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Committee Composition

  Audit Committee Compensation Committee Nominating and Corporate Governance Committee
James Barrese    
L. Gordon Crovitz   
Donald P. Hutchison    
Allan Leinwand    
Daina Middleton  

Audit Committee

James Barrese
L. Gordon Crovitz
Daina Middleton

Compensation Committee

Donald P. Hutchison
Allan Leinwand

Nominating and Corporate Governance Committee

L. Gordon Crovitz
Daina Middleton

 denotes lead independent director
 denotes chair
 denotes member

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