Outerbridge Capital Management LLC Sample Contracts

COOPERATION AGREEMENT
Cooperation Agreement • May 12th, 2022 • Outerbridge Capital Management LLC • Computer communications equipment • New York

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2022 (the “Effective Date”), by and between Allot Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), on the one hand, and Outerbridge Special Opportunities Fund II, LP, a Delaware limited partnership, Outerbridge Special Opportunities GP II, LLC, a Delaware limited liability company, Outerbridge Capital Management, LLC, a Delaware limited liability company, Rory Wallace (collectively, “Outerbridge”), QVT Family Office Fund LP, a Cayman Islands limited partnership, QVT Associates GP LLC, a Delaware limited liability company, QVT Financial LP, a Delaware limited partnership, and QVT Financial GP LLC, a Delaware limited liability company (collectively, “QVT”, and together with Outerbridge and their respective Affiliates, the “Investor Group”), on the other hand. The Company and the Investor Group are each herein referred to as a “party” and collectively, the

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JOINT FILING AGREEMENT
Joint Filing Agreement • October 26th, 2020 • Outerbridge Capital Management LLC • Retail-miscellaneous shopping goods stores

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Barnes & Noble Education, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • September 3rd, 2024 • Outerbridge Capital Management LLC • Computer communications equipment

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value ILS 0.10 per share, of Allot Ltd.., an Israeli corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • November 3rd, 2020 • Outerbridge Capital Management LLC • Retail-miscellaneous shopping goods stores

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Barnes & Noble Education, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

TERMINATION OF GROUP AGREEMENT
Group Agreement • September 3rd, 2024 • Outerbridge Capital Management LLC • Computer communications equipment

Each of the undersigned is a party to that certain Group Agreement, dated as of April 19, 2021, as amended on May 11, 2022 (the “Group Agreement”). In accordance with Section 7 of the Group Agreement, each of the undersigned hereby agrees that the Group Agreement is terminated effective immediately.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • June 29th, 2020 • Outerbridge Capital Management LLC • Retail-miscellaneous shopping goods stores

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”);

AMENDMENT NO. 1 TO GROUP AGREEMENT
Group Agreement • May 12th, 2022 • Outerbridge Capital Management LLC • Computer communications equipment

This Amendment (this “Amendment”) is made and entered into as of May 11, 2022 to that certain Group Agreement, dated April 19, 2021 (the “Agreement”), by and among Outerbridge Capital Management, LLC, Outerbridge Partners, LP (“Outerbridge Partners”), Outerbridge Partners GP, LLC (“Outerbridge GP”), Outerbridge Special Opportunities Fund II, LP (“Outerbridge SOF II”), Outerbridge Special Opportunities GP II, LLC, Rory Wallace, QVT Family Office Fund LP, QVT Associates GP LLC, QVT Financial LP, and QVT Financial GP LLC (collectively, the “Existing Members”).

GROUP AGREEMENT
Group Agreement • April 19th, 2021 • Outerbridge Capital Management LLC • Computer communications equipment • New York

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Allot Ltd., a corporation organized under the laws of Israel (the “Company”);

JOINT FILING AGREEMENT
Joint Filing Agreement • July 21st, 2020 • Outerbridge Capital Management LLC • Retail-miscellaneous shopping goods stores

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Barnes & Noble Education, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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