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, including:

• identifying, considering and nominating candidates for membership on the Board;
• developing and recommending corporate governance guidelines and policies for the Company;
• overseeing the evaluation of the Board and management of the Company, including an annual evaluation of the Committee; and
• advising the Board on corporate governance matters and Board performance matters, including recommendations regarding the structure and composition of the Board and Board committees.

This charter (the “Charter”) sets forth the authority and responsibility of the Committee in fulfilling its purpose.

II.     MEMBERSHIP

The Committee will consist of at least two Board members, each of who will:

• be an “independent director” as defined under the applicable rules, regulations and listing requirements of the New York Stock Exchange, as amended from time to time (the “Exchange Rules”), except as may otherwise be permitted by the Exchange Rules;
• be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member; and
• meet any other requirements imposed by applicable law, regulations or rules, subject to any applicable exemptions and transition provisions.

Committee members will be appointed by, and will serve at the discretion of, the Board.  The Board may appoint a chairperson of the Committee (the “Chair”) or, if the Board does not appoint a Chair, the Committee members may by majority vote designate a Chair.  The Chair will set the agenda for and conduct the proceedings of Committee meetings.

III.    RESPONSIBILITIES AND DUTIES

The principal responsibilities and duties of the Committee are set forth below. The Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.

The Committee will:

A.     Nominating Duties

1. Develop and recommend policies regarding the director nomination processes, including:

• whether the Committee will consider any director candidates recommended by security holders, and any procedures to be followed by security holders in submitting such recommendations;
• any specific minimum qualifications that the Committee believes must be met by a Committee‑recommended nominee for a position on the Board and any specific qualities or skills that the Committee believes are necessary for one or more of the Board members to possess; and
• the Committee’s process for identifying and evaluating nominees for director, including nominees recommended by security holders, and any differences in the manner in which the Committee evaluates nominees based on whether the nominee is recommended by a security holder.

2. Recommend to the Board the desired qualifications, expertise and characteristics of Board members, with the goal of developing a diverse, experienced and highly qualified Board.  On an ongoing basis, the Committee will consider Board composition factors, including independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about the Company’s business or industry and willingness and ability to devote adequate time and effort to Board responsibilities in the context of the existing composition, other areas that are expected to contribute to the Board’s overall effectiveness and needs of the Board and its committees.
3. Identify and recruit qualified candidates for Board membership, consistent with criteria approved by the Board.
4. Oversee inquiries into the backgrounds and qualifications of potential candidates for membership on the Board, including annual review of the independence of the non‑employee directors and members of the Committee and the Audit Committee, Compensation Committee and other independent committees of the Board.
5. Consider nominations properly submitted by the Company’s stockholders in accordance with the proceduresset forth in the Company’s Bylaws or determined by the Committee from time to time.
6. Recommend to the Board all nominees to become members of the Board by appointment or to be proposed by the Board for election by the stockholders, including recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders and recommendation of all director nominees to be elected by the Board or stockholders to fill interim director vacancies.
7. Consider the desirability of procedures for the retirement or replacement of Board members, and, if the Committee deems appropriate, review and recommend to the Board adoption or amendment of such procedures.

B.     Corporate Governance Duties

1. Develop and recommend to the Board a code of business conduct and ethics (“Code of Business Conduct and Ethics”) applicable to the Company, including all of its directors, officers and employees, which addresses, at a minimum, conflicts of interest, corporate opportunities, maintaining the confidentiality of non‑public information, competition and fair dealing, protection and proper use of company assets, compliance with applicable laws, rules and regulations, reporting of illegal or unethical behavior, waivers of the Code of Business Conduct and Ethics, and compliance standards and procedures.
2. Consider waivers of the Code of Business Conduct and Ethics (other than transactions that are subject to review by the Board as a whole or any other committee of the Board), including waivers requested for executive officers and directors (other than where the potential waiver involves a member of the Committee, in which event, such waiver shall be subject to the review of the Board), and retain authority to grant any such waivers.
3. Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, which address director qualification standards, duties and responsibilities of directors, responsibilities of key board committees, director access to management and independent advisors, director compensation guidelines (working with the Compensation Committee), director orientation and continuing education, management succession, and annual performance evaluation of the Board among other matters (“Corporate Governance Guidelines”) and, if the Committee deems appropriate, review and recommend to the Board adoption or amendment of the Corporate Governance Guidelines.
4. Review and assess the adequacy of this Charter, the Corporate Governance Guidelines and the Code of Business Conduct and Ethics at least annually, and recommend revisions for approval by the Board.
5. Recommend that the Board establish special committees as may be desirable or necessary from time to time in order to address interested director, ethical, legal or other matters that may arise.
6.  Establish procedures for stockholder communications with members of the Board, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.
7.  Oversee the implementation of a continuing education program for all directors, including an orientation program for new directors, and oversee and maintain any such program that is implemented.
8.  Develop a process for evaluation of the performance of the Board on an annual basis, and, following the development of such process, oversee the evaluation process on an annual basis.
9.  Evaluate the Committee’s performance on an annual basis.
10. Make recommendations to the Board that the Committee deems appropriate regarding improvements of the Board’s operations (including any recommendation with respect to the size of the Board), committee member qualifications, committee member appointment and removal, and committee structure and operations (including delegation to subcommittees), and committee reporting to the Board.
11. Make such recommendations to the Board and its committees as the Committee may consider necessary or appropriate and consistent with its purpose, and take such other actions and perform such other services as may be referred to it from time to time by the Board or required under the federal securities laws, the Commission Rules and the Exchange Rules.

IV.    STUDIES AND ADVISERS

The Committee, in discharging its responsibilities, may conduct investigations into any matter appropriate to fulfill its responsibilities, with full access to all books, records, documents, facilities and personnel of the Company.  The Committee has the sole authority and right, at the expense of the Company, to retain legal and other consultants, accountants, experts and advisers of its choice to assist the Committee in connection with its functions, including any studies or investigations.  The Committee will have the sole authority to approve the fees and other retention terms of such advisers.  In order to carry out its nominating duties, the Committee will have the authority to retain and terminate any search firm to be used to assist it in identifying director candidates, including the authority to approve such firm’s fees and other retention terms.  The Company will provide for appropriate funding, as determined by the Committee, for:

• payment of compensation to any search firm, legal and other consultants, accountants, experts and advisers retained by the Committee; and
  • ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions.

V.     MEETINGS, ACTIONS WITHOUT A MEETING AND STAFF

Meetings of the Committee will be held from time to time, as determined appropriate by the Committee.  The Chair, in consultation with the other member(s) of the Committee, will set the dates, times and places of such meetings, which may be held via tele‑ or video‑conference.  A quorum of the Committee for the transaction of business will be a majority of its members. The Committee may also act by unanimous written consent in lieu of a meeting in accordance with the Company’s Bylaws.  The Committee may form and delegate authority to subcommittees (consisting of one or more members) when appropriate.  Subject to the requirements of this Charter, applicable law, the Exchange Rules and the Commission Rules, the Committee and the Chair may invite any person it deems appropriate in order to carry out its responsibilities, to attend and participate (in a non‑voting capacity) in all or a portion of any Committee meeting.  The Committee may exclude from all or a portion of its meetings any person it deems appropriate in order to carry out its responsibilities.  The Chair will designate a secretary for each meeting, who need not be a member of the Committee.  The Secretary of the Company shall provide the Committee such staff support as it may require.

VI.    MINUTES AND REPORTS

The Committee will maintain and file written minutes and copies of its actions by written consent.  The Chair will report regularly to the Board on its activities.

VII.   PUBLICATION

            The Company will make this Charter freely available to stockholders on request and, provided that the Company is subject to the periodic reporting requirements of the Exchange Act, will publish it on the Company’s website.