JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of February 16, 2021 by and among VIEX Opportunities Fund, LP – Series One, VIEX Opportunities Fund, LP – Series Two (the “Departing Member”), VIEX GP, LLC, VIEX Capital Advisors, LLC and Xxxx Xxxxxx (collectively, “VIEX”), Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Xxxx X. Xxxxx (collectively, “Osmium”), Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxx, Xxx X. Xxxxxx and Xxxxx X. Xxxx (collectively, “Oak” and, together with VIEX and Osmium, the “Existing Members”), and Xxxxxxx XxXxxxxxx and Xxxx Xxxxx (collectively, the “New Members”).
WHEREAS, the Existing Members are parties to that certain Group Agreement dated as of February 12, 2021 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of working together to enhance shareholder value at Leaf Group Ltd., a Delaware corporation (the “Company”) including (i) soliciting proxies for the election of the persons to be nominated by the Group (as defined in the Agreement) to the Board of Directors at the 2021 annual meeting of shareholders of the Company, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing;
WHEREAS, the New Members desire to join the Group formed by the Existing Members; and
WHEREAS, the Departing Member desires to terminate its participation in the Group.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Members are joined as parties to the Agreement.
2. Each of the New Members agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group, the terms of which are incorporated herein and made a part hereof.
3. Effectively immediately, the Departing Member shall cease to be a party to the Agreement.
4. Each of the New Members agrees that he shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of the Existing Members.
5. Each of the New Members agrees that so long as the Agreement is in effect, he shall not undertake any expenses in connection with his or her involvement with the Company, individually or on behalf of the Group, without the prior written consent of the Existing Members.
6. Each of the New Members agrees that so long as the Agreement is in effect, he shall not communicate on behalf of the Group with regards to the Company without the prior written consent of the Existing Members.
7. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signatures appear on next page]
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.
| VIEX Opportunities Fund, LP – Series One | |||
| By: | VIEX GP, LLC General Partner | ||
| By: | /s/ Xxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxx | ||
| Title: | Managing Member | ||
| VIEX Opportunities Fund, LP – Series Two | |||
| By: | VIEX GP, LLC General Partner | ||
| By: | /s/ Xxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxx | ||
| Title: | Managing Member | ||
| VIEX GP, LLC | |||
| By: | /s/ Xxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxx | ||
| Title: | Managing Member | ||
| VIEX Capital Advisors, LLC | |||
| By: | /s/ Xxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxx | ||
| Title: | Managing Member | ||
| /s/ Xxxx Xxxxxx | |
|
Xxxx Xxxxxx Individually and as attorney-in-fact for Xxxxxxx XxXxxxxxx and Xxxx Xxxxx |
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| Osmium Capital, LP | |||
| By: | Osmium Partners, LLC General Partner | ||
| By: | /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | ||
| Title: | Managing Member | ||
| Osmium Capital II, LP | |||
| By: | Osmium Partners, LLC General Partner | ||
| By: | /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | ||
| Title: | Managing Member | ||
| Osmium Spartan, LP | |||
| By: | Osmium Partners, LLC General Partner | ||
| By: | /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | ||
| Title: | Managing Member | ||
| Osmium Partners, LLC | |||
| By: | /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | ||
| Title: | Managing Member | ||
| /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx |
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| Oak Investment Partners XI, Limited Partnership | |||
| By: | Oak Associates XI, LLC General Partner | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | ||
| Title: | Managing Member | ||
| Oak Investment Partners XII, Limited Partnership | |||
| By: | Oak Associates XII, LLC General Partner | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | ||
| Title: | Managing Member | ||
| Oak Associates XI, LLC | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | ||
| Title: | Managing Member | ||
| Oak Associates XII, LLC | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | ||
| Title: | Managing Member | ||
| Oak Management Corporation | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | ||
| Title: | Managing Member | ||
| /s/ Xxxxxxx X. Xxxxxx | |
|
Xxxxxxx X. Xxxxxx Individually and as attorney-in-fact for Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxx X. Xxxxxx and Xxxxx X. Xxxx |
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