Marin Software Enters Non-Binding LOI With Private Equity Firm For Potential Asset Sale Via Voluntary Reorganization Transaction

Entry into Non-Binding Letter of Intent

Marin Software Incorporated (the "Company") has entered into a non-binding letter of intent (the "LOI") with a private equity firm (the "Counterparty") to explore a potential transaction whereby the Counterparty would acquire substantially all of the assets of the Company, which may be through a voluntary reorganization transaction (the "Potential Transaction"). The Company's Board of Directors (the "Board") believes that the Potential Transaction, if consummated on the terms set forth in the LOI, will result in greater liquidating distributions to the Company's stockholders than the currently contemplated voluntary dissolution of the Company (the "Dissolution"), as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on May 7, 2025 (the "Proxy Statement") for a Special Meeting of Stockholders to occur on June 11, 2025 (the "Special Meeting").

Entry into Secured Promissory Note

On June 6, 2025, the Company issued a demand secured promissory note to an affiliate of the Counterparty (the "Promissory Note"), in the principal amount of $300,000, with the Company receiving gross proceeds of $300,000, to be used for the Company's legal and other expenses to pursue the Potential Transaction as contemplated by the LOI.

The Promissory Note is secured by the Company's intellectual property, bears interest at a rate of 10% per annum, and has a maturity date of August 5, 2025 (the "Maturity Date"). The outstanding principal amount and any unpaid accrued interest may be prepaid at any time, upon two business days' notice, without premium or penalty. The Promissory Note includes customary representations, warranties, and covenants and sets forth certain events of default after which the outstanding principal may be declared immediately due and payable in advance of the Maturity Date and an additional default interest rate of 3% per annum will accrue on the then-outstanding balance.

The Promissory Note shall be forgiven and the Company shall have no obligation to repay the Promissory Note in the event that (A) (i) the Company does not initiate certain steps related to the Proposed Transaction by June 30, 2025, provided that the Company uses commercially reasonable best efforts with respect thereto, or (ii) the Proposed Transaction is terminated by the Company and the Counterparty or by either of them, other than if the termination of the Proposed Transaction is (x) by the Counterparty (1) due to a material breach of the LOI or a definitive agreement for the Potential Transaction by the Company or (b) the Company's exercise of certain rights not to proceed with the Potential Transaction or (y) by the Company absent a material breach by the Counterparty of the LOI or a definitive agreement for the Potential Transaction; (B) the Counterparty elects not to proceed with the Proposed Transaction as a result of the Company's failure to achieve certain milestones; or (C) the Company and the Counterparty not reaching an agreement with respect to definitive agreements for the Potential Transaction following good faith negotiations.