Form 8-K - Current report
April 25 2025 - 4:30PM
Edgar (US Regulatory)
12/31false0001389002Nasdaq00013890022025-04-222025-04-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2025
Marin Software Incorporated
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35838 |
20-4647180 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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149 New Montgomery Street, 4th Floor San Francisco, California |
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94105 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(415) 399-2580
Registrant’s Telephone Number, Including Area Code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, par value $0.001 per share |
MRIN |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On April 25, 2025, Marin Software Incorporated, a Delaware corporation (the “Company” or “we,” “us” and “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Subscription Agreement”) with Christopher Lien, a current director and the Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell one share of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Preferred Share”), to Mr. Lien for $1.00 in cash. The sale was completed and settled on April 25, 2025. The Subscription Agreement contains customary representations and warranties.
Additional information regarding the rights, preferences, privileges and restrictions applicable to the Preferred Share is set forth under Item 3.02 of this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing summary of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On April 23, 2025, the Board of Directors (the “Board”) of the Company authorized the issuance of one (1) share of Series A Preferred Stock, par value $0.001 per share to Mr. Lien, for the purchase price of $1.00.
The Company relied upon an exemption from registration in accordance with Section 4(a)(2) of the Securities Act of 1933. The Company was able to rely upon the exemption because this issuance does not constitute a public offering of its shares.
The rights, preferences and privileges of the Preferred Share are set forth in the Certificate of Designation of Series A Preferred Stock of Marin Software Incorporated, dated April 25, 2025 (the “Certificate of Designation”). The Preferred Share is entitled to vote only at a meeting of stockholders (a “Stockholders’ Meeting”) at which (a) a proposal to sell, lease or exchange all or substantially all of the Company’s assets is submitted to a vote of the holders of common stock, par value $0.001 per share (“Common Stock”), of the Company (a “Sale Proposal”); (b) a proposal for the liquidation, dissolution or winding up of the Company(and any related plan of liquidation, dissolution and winding up) (a “Dissolution Proposal”); or (c) any proposal related to or in furtherance of a Sale Proposal or a Dissolution Proposal (as determined in good faith by the Board) (any of the forgoing matters, including a Sale Proposal or a Dissolution Proposal, but excluding a proposal to elect or remove directors, a “Proposal”), is submitted to a vote of the holders of Common Stock, if the number of shares of Common Stock, present in person or by proxy and entitled to vote on a Proposal at the Stockholders’ Meeting that voted “for” such Proposal is greater than the number of shares of Common Stock present in person or by proxy and entitled to vote thereon that voted “against” or “abstain” on such Proposal, then the Preferred Share entitles the holder to cast on each Proposal a number of votes equal to the number of shares of Common Stock outstanding on the record date of the Stockholders’ Meeting.
The Preferred Share shall rank (i) senior to the Common Stock and any other class or series of capital stock established by the Company in the future, the terms of which specifically provide that such series ranks junior to the Series A Preferred Stock as to the distribution of assets upon the Company’s liquidation, dissolution or winding up, (ii) on parity with any class or series of capital stock that the Company may establish in the future the terms of which specifically provide that such class or series ranks on parity with the Series A Preferred Stock with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up, and (iii) junior to any other class or series of capital stock established by the Company in the future, the terms which specifically provide that such class or series ranks senior to the Series A Preferred Stock as to the distribution of assets upon the Company’s liquidation, dissolution or winding up.
The holder of the Preferred Share is not entitled to receive dividends. Subject to the prior rights of any other class or series of capital stock of the Company, upon a liquidation, dissolution or winding up of the Company, the holder of the Preferred Share will be entitled to $0.01 (payable out of funds legally available therefor) before any distribution or payment shall be made to the holders of Common Stock.
The holder of the Preferred Share may not transfer such share or any interest in such share to any other person or entity without the prior consent of the Board
This description of the Preferred Share does not purport to be complete and is qualified in its entirety by reference to the text of the Certificate of Designation, a copy of which is filed as Exhibit 4.1 to this report this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description of the Certificate of Designation set forth under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On April 22, 2025, Marin Software Incorporated, a Delaware corporation (the “Company”), was notified that the State of Delaware Division of Corporations administratively voided the Company’s restated certificate of incorporation, as amended (the “Certificate”) due to failure to file prior annual reports with Delaware. The Company has filed the required reports with the State of Delaware Division of Corporations (the “Delaware DOC”), which reports have been approved by the Delaware DOC, and on April 23, 2025, the Company filed a Certificate of Revival of Charter for Voided Corporation (the “Filing”). As a result of the Filing, the Certificate remains in full force and effect as if never voided, and the Company is in good standing with the State of Delaware.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Marin Software Incorporated |
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Date: April 25, 2025 |
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By: |
/s/ Robert Bertz |
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Robert Bertz |
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Chief Financial Officer |
CERTIFICATE OF DESIGNATION OF
SERIES A PREFERRED STOCK OF
MARIN SOFTWARE INCORPORATED
Marin Software Incorporated, a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Corporation (as amended and/or restated from time to time, the “Certificate”), and pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), the Board of Directors of the Corporation (the “Board of Directors”) adopted the following resolution, which resolution remains in full force and effect on the date hereof:
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors by the provisions of the Certificate and the Bylaws of the Corporation (the “Bylaws”), and in accordance with Section 151 of the DGCL, there is hereby created, out of the 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of the Corporation authorized, unissued and undesignated, one (1) share of Series A Preferred Stock, par value $0.001 per share, which share shall be uncertificated and shall have the following powers, designations, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof:
1.Voting. Except as provided in this Section (1) or as required by applicable law, the Series A Preferred Stock shall not entitle the holder thereof, as such, to vote on any matter. At any meeting of stockholders at which (a) a proposal to sell, lease or exchange all or substantially all of the Corporation’s assets is submitted to a vote of the holders of common stock, par value $0.001 per share (“Common Stock”), of the Corporation (a “Sale Proposal”); (b) a proposal for the liquidation, dissolution or winding up of the Corporation (and any related plan of liquidation, dissolution and winding up (a “Dissolution Proposal”); or (c) any proposal related to or in furtherance of a Sale Proposal or a Dissolution Proposal (as determined in good faith by the Board of Directors), (any of the forgoing matters, including a Sale Proposal or a Dissolution Proposal but excluding a proposal to elect or remove directors, a “Proposal”), is submitted to a vote of the holders of Common Stock, if the number of shares of Common Stock, present in person or by proxy and entitled to vote on a Proposal at such meeting that voted “for” such Proposal is greater than the number of shares of Common Stock present in person or by proxy and entitled to vote thereon that voted “against” or “abstain” on such Proposal, then the Series A Preferred Stock shall entitle the holder thereof, as such, to (i) vote together with the holders of Common Stock (and any other class or series of capital stock of the Corporation entitled to vote thereon together with the Common Stock), as a single class, on such Proposal, and (ii) cast a number of votes, in person or by proxy, on such Proposal equal to the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to vote on such Proposal (such number of votes, the “Votes”); provided, however, that, notwithstanding anything to the contrary herein, for purposes of determining the existence of a quorum at any such meeting, the Series A Preferred Stock shall be deemed to entitle the holder thereof, as such, to have the voting power that is equal to the Votes.
2.Ranking. The Series A Preferred Stock shall, with respect to rights upon a liquidation, dissolution or winding up of the Corporation, rank (i) senior to the Common Stock and any other class or series of capital stock established by the Corporation in the future, the terms of which specifically provide that such series ranks junior to the Series A Preferred Stock as to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, (ii) on parity with any class or series of capital stock that the Corporation may establish in the future the terms of which specifically provide that such class or series ranks on parity with the Series A Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, and (iii) junior to any other class or series of capital stock established by the Corporation in the future, the terms which specifically provide that such class or series ranks senior to the Series A Preferred Stock as to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up.
3.Dividends and Liquidating Distributions. No dividends shall be paid on the Series A Preferred Stock. Subject to the prior rights of any other class or series of capital stock of the Corporation, upon a liquidation, dissolution or winding up of the Corporation, the Series A Preferred Stock shall entitle the holder thereof, as such, to $0.01 (payable out of funds legally available therefor) before any distribution or payment shall be made to the holders of Common Stock. Solely for purposes of this Section 3, neither the sale, lease or exchange of all or substantially all of the assets of the Corporation, nor the merger, consolidation, statutory conversion or statutory domestication of the Corporation with or to any other entity, shall be deemed to be a dissolution, liquidation or winding up of the Corporation.
4.Redemption. The Series A Preferred Stock may be redeemed at any time at the option of the Board of Directors (in its sole discretion) for $0.01, payable in cash and only out of funds legally available therefor.
5.Transfer Restriction. The holder of the Series A Preferred Stock shall not, directly or indirectly, transfer such share or any interest in such share (by sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, bequest, devise or descent, by operation of law or by any other transfer or disposition of any kind, including to any receivers, creditors, trustees in bankruptcy or other insolvency proceeding) to any other person or entity without the prior consent of the Board of Directors; provided that this sentence shall not prohibit the grant or delivery of a proxy to any person designated or appointed by the Corporation to act on behalf of the holders of the Corporation’s capital stock who have so granted a proxy in connection with any meeting at which a Proposal is submitted to stockholders or any adjournment or postponement thereof. A purported transfer in violation of this paragraph shall be null and void ab initio. The notice required by Section 151(f) of the Delaware General Corporation Law, shall contain a conspicuous legend of the restriction contemplated by this paragraph.
6.Amendments. In addition to any vote required by law or provided by the Certificate, any amendment to the provisions of this Certificate of Designation shall require the approval of the holder of the Series A Preferred Stock, voting as a separate class.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the undersigned duly authorized officer thereof as of the 25 day of April, 2025.
MARIN SOFTWARE INCORPORATED
By: /s/ Christopher Lien
Name: Christopher Lien
Title: Chief Executive Officer
MARIN SOFTWARE INCORPORATED
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This Agreement is made and entered into as of April 25, 2025 (the “Effective Date”) by and between Marin Software Incorporated (the “Company”), a Delaware corporation, and Christopher Lien, an individual (“Purchaser”). In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereby agree as follows:
1.PURCHASE OF SHARE. On the Effective Date and subject to the terms and conditions of this Agreement, Purchaser hereby purchases from the Company, and Company hereby sells to Purchaser, one (1) share of the Company’s Series A Preferred Stock, $0.001 par value per share (the “Share”), for a purchase price of One Dollar ($1.00) (the “Purchase Price”).
2.PAYMENT OF PURCHASE PRICE; CLOSING.
2.1Deliveries by Purchaser. Purchaser hereby delivers to the Company: (a) a duly executed copy of this Agreement and (b) payment of the Purchase Price by a check payable to the Company’s order or in cash.
2.2Deliveries by the Company. Upon its receipt of the entire Purchase Price and all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock certificate evidencing the Share in the name of Purchaser, registered in Purchaser’s name.
3.REPRESENTATIONS AND WARRANTIES OF PURCHASER. As a material inducement to the Company to sell and issue the Share to Purchaser, Purchaser hereby represents and warrants to the Company, and agrees with the Company, as follows:
3.1Authorization; Enforceability. Purchaser has all requisite power and authority to enter into this Agreement and to purchase the Share. This Agreement has been duly executed and delivered by Purchaser.
3.2Purchase for Own Account. Purchaser is acquiring the Share solely for Purchaser’s own account, only for investment purposes and not with a view to, or for resale in connection with, any distribution or public offering of the Share within the meaning of the Securities Act of 1933, as amended (the “1933 Act”). Purchaser has no present intention to sell, offer to sell, or otherwise dispose of or distribute any of the Share. Purchaser will hold the entire legal and beneficial interest in and to the Share and does not presently intend to divide or share such interest with any other person or entity.
3.3Restrictions on Transfer. Purchaser understands and has been advised by the Company that the Share has not been registered under the 1933 Act or qualified under the California Corporate Securities Law of 1968, as amended (the “Law”), or any other state securities law, in reliance on exemptions from the registration and/or qualification requirements of such laws, and that consequently the Share cannot be offered, sold or otherwise transferred, and must be held indefinitely by Purchaser, unless and until they are registered under the 1933 Act and qualified under the Law and other applicable state securities laws or until exemptions from such registration
and qualification requirements are available. Moreover, Purchaser understands and agrees that the Company has no present plans to register or qualify the Share with the U.S. Securities and Exchange Commission (“SEC”) or any other governmental authority and that the Company has no obligation to so register or qualify any or all of the Share for any future sale thereof by Purchaser. Purchaser acknowledges and agrees (a) not to sell the Share without registration under applicable securities laws or exemptions therefrom and (b) that the Share may not be transferred unless such transfer is in accordance with Section 5 of the Certificate of Designation of Series A Preferred Stock of Marin Software Incorporated.
3.4Rule 144. Purchaser has been advised that SEC Rule 144 promulgated under the 1933 Act, which permits certain limited sales of unregistered securities in specified circumstances, is not presently available with respect to the Share and, in any event, requires that the Share be held for a minimum of one year (and in some cases longer) after it has been purchased and paid for (within the meaning of Rule 144) before it may be resold under Rule 144.
3.5Legends. Purchaser understands and agrees that all certificate(s) evidencing the Share (and any securities issued in respect of the Share upon any stock split, stock combination, stock dividend, merger, reorganization or recapitalization) will be imprinted with a legend that reads substantially as set forth below, together with any other legends that, in the opinion of legal counsel to the Company, are required by the 1933 Act, the Law or by other federal or state securities laws:
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE SECURITY REPRESENTED HEREBY MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THAT CERTAIN CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF MARIN SOFTWARE INCORPORATED.
3.6Stop Transfer Instructions. Purchaser agrees that, in order to ensure compliance with and to enforce the restrictions on transfer referred to in this Agreement, the
Company may refuse to transfer the Share and may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, the Company may make appropriate notations to the same effect in its own stock transfer records.
3.7Suitability and Investment Experience. Purchaser is an “accredited investor” as defined in Regulation D promulgated by the SEC under the 1933 Act, and has: (a) a pre-existing personal and/or business relationship with the Company, or its officers or directors, such that Purchaser is aware of the character, business acumen and general business and financial circumstances of such persons; and/or (b) such knowledge and experience in business and financial matters that Purchaser is capable of evaluating the merits and risks of this investment in the Share and is capable of protecting Purchaser’s interests in connection with this investment in the Share.
4.1Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person; (b) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States; or (c) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent by express courier. All notices not delivered personally will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address set forth below the signature lines of this Agreement or at such other address as such other party may designate by one of the indicated means of notice herein to the other party hereto. A “business day” shall be a day, other than Saturday or Sunday, when the banks in the city of San Francisco are open for business.
4.2Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
4.3Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “Sections” will mean “sections” of this Agreement.
4.4Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.
4.5Successors and Assigns. Except as otherwise stated herein, all covenants and agreements of the parties contained in this Agreement shall be binding upon and inure to the benefit of their respective successors and assigns.
4.6Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter
of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.
4.7Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this Section 4.7 will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.
4.8Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
4.9Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature page follows]
IN WITNESS WHEREOF, the Company and Purchaser have caused this Series A Preferred Stock Purchase Agreement to be executed by their respective duly authorized representatives, each as of the Effective Date.
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“COMPANY”
MARIN SOFTWARE INCORPORATED |
“PURCHASER”
CHRISTOPHER LIEN |
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By: |
/s/ Robert Bertz |
By: |
/s/ Christopher Lien |
Name: |
Robert Bertz |
Address: |
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Title: |
Chief Financial Officer |
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Address: |
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[Signature Page to Marin Software Incorporated Series A Preferred Stock Purchase Agreement]
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