MRIN Marin Software Incorporated

On November 21, 2019, Marin Software Incorporated, a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with SharpSpring, Inc., a Delaware corporation (“Buyer”). Pursuant to the terms and conditions set forth in the Purchase Agreement, the Company sold the assets used in the Company’s business unit providing small-to-medium business-focused display retargeting software products and services under the “Perfect Audience” brand name (the “Perfect Audience Business”) for approximately $4.6 million in cash and the assumption of certain specified liabilities (the “Purchase Price”, and such transaction, the “Asset Sale”). The Asset Sale was consummated contemporaneously with execution of the Purchase Agreement on November 21, 2019 (the “Closing”). Upon the consummation of the Asset Sale, the Company ceased to operate the Perfect Audience Business.

The Purchase Agreement contains customary covenants of the Company, including, among other things, an agreement by the Company and its affiliates for a period of one year following the Closing to refrain from (a) soliciting for employment or hiring any transferred employee of the Perfect Audience Business (subject to customary exceptions for general solicitations) and (b) soliciting or enticing any customer of the Perfect Audience Business as of immediately prior to the Closing to purchase products or services from the Company or such affiliate that are directly competitive with the Perfect Audience Business (subject to customary exceptions). The Purchase Agreement contains customary representations and warranties of each of the Company and Buyer. Pursuant to the Purchase Agreement, following the Closing, (i) Buyer has agreed to indemnify the Company and its affiliates for any losses arising from the specified liabilities assumed by Buyer in connection with the Asset Sale and (ii) the Company has agreed to indemnify Buyer and its affiliates for any losses arising from a breach of or inaccuracy in certain specified representations and warranties of the Company contained in the Purchase Agreement and any liabilities relating to the Company’s business or the Perfect Audience Business not specifically assumed by Buyer in connection with the Asset Sale.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Purchase Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement are subject to qualifications and limitations agreed to by the respective parties, including information contained in confidential schedules exchanged between the parties, were made only for the purposes of such the Purchase Agreement and as of specified dates and were solely for the benefit of the parties to the Purchase Agreement. A number of the representations and warranties have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts and may be subject to a contractual standard of materiality different from what might be viewed as material to investors. Investors are not third-party beneficiaries under the Purchase Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or condition of the transferred assets, the Perfect Audience Business, the Company or any of its subsidiaries or affiliates.