EX-99.2 3 e620303_ex99-2.htm JOINDER AGREEMENT

 

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 Eric Singer (collectively, “VIEX”), Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (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, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames (collectively, “Oak” and, together with VIEX and Osmium, the “Existing Members”), and Michael McConnell and John Mutch (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]

 

1 

 

 

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/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

  VIEX Opportunities Fund, LP – Series Two
   
  By: VIEX GP, LLC
General Partner
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

  VIEX GP, LLC
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

  VIEX Capital Advisors, LLC
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

  /s/ Eric Singer
 

Eric Singer

Individually and as attorney-in-fact for Michael McConnell and John Mutch

 

2 

 

 

  Osmium Capital, LP
   
  By: Osmium Partners, LLC
General Partner
   
  By: /s/ John H. Lewis
    Name: John H. Lewis
    Title: Managing Member

 

  Osmium Capital II, LP
   
  By: Osmium Partners, LLC
General Partner
   
  By: /s/ John H. Lewis
    Name: John H. Lewis
    Title: Managing Member

 

  Osmium Spartan, LP
   
  By: Osmium Partners, LLC
General Partner
   
  By: /s/ John H. Lewis
    Name: John H. Lewis
    Title: Managing Member

 

  Osmium Partners, LLC
   
  By: /s/ John H. Lewis
    Name: John H. Lewis
    Title: Managing Member

 

  /s/ John H. Lewis
  John H. Lewis

 

3 

 

 

  Oak Investment Partners XI, Limited Partnership
   
  By: Oak Associates XI, LLC
General Partner
   
  By: /s/ Fredric W. Harman
    Name: Fredric W. Harman
    Title: Managing Member

 

  Oak Investment Partners XII, Limited Partnership
   
  By: Oak Associates XII, LLC
General Partner
   
  By: /s/ Fredric W. Harman
    Name: Fredric W. Harman
    Title: Managing Member

 

  Oak Associates XI, LLC
   
  By: /s/ Fredric W. Harman
    Name: Fredric W. Harman
    Title: Managing Member

 

  Oak Associates XII, LLC
   
  By: /s/ Fredric W. Harman
    Name: Fredric W. Harman
    Title: Managing Member

 

  Oak Management Corporation
   
  By: /s/ Fredric W. Harman
    Name: Fredric W. Harman
    Title: Managing Member

 

  /s/ Fredric W. Harman
 

Fredric W. Harman

Individually and as attorney-in-fact for Bandel L. Carano, Edward F. Glassmeyer, Ann H. Lamont and Grace A. Ames

 

4