Form SC 13D/A LEAF GROUP LTD. Filed by: Oak Investment Partners XI L P

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

LEAF GROUP LTD.
(Name of Issuer)

Common Stock, par value $0.0001
(Title of Class of Securities)

52177G102
(CUSIP Number)

Oak Investment Partners XI, Limited Partnership
901 Main Avenue, Suite 600

Norwalk, CT 06851

Attention: Fred Harman
Telephone: (203) 226-8346
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 12, 2021
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

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Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Oak Investment Partners XI, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,948,287
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,948,287
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,948,287
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Oak Investment Partners XII, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			769,387
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			769,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	769,387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Oak Associates XI, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,948,287
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,948,287
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,948,287
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Oak Associates XII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			769,387
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			769,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	769,387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Oak Management Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,717,674
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,717,674
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,717,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO, IA

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Bandel L. Carano
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,717,674
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,717,674
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,717,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Edward F. Glassmeyer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,717,674
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,717,674
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,717,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Fredric W. Harman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,717,674
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,717,674
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,717,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Ann H. Lamont
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,717,674
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,717,674
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,717,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 52177G102

1	NAMES OF REPORTING PERSONS
	Grace A. Ames
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			769,387
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			769,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	769,387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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EXPLANATORY NOTE

This Amendment No. 12 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2020, as amended on June 29, 2020, July 13, 2020 (twice), July 16, 2020, July 27, 2020, July 29, 2020, August 13, 2020, August 17, 2020, September 1, 2020, October 27, 2020 and January 7, 2021, by the Reporting Persons (as amended from time to time, the "Schedule 13D") relating to their beneficial ownership in Leaf Group Ltd. (the "Issuer"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 12, 2021, the Reporting Persons formed a "group," within the meaning of Section 13(d)(3) of the Exchange Act with (i) VIEX Opportunities Fund, LP - Series One ("Series One"), VIEX GP, LLC, VIEX Capital Advisors, LLC, Eric Singer, Michael J. McConnell and John Mutch (collectively, "VIEX") and (ii) Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (collectively, "Osmium" and, together with the Reporting Persons and VIEX, the "Stockholder Group"), for the purpose of working together to enhance stockholder value at the Issuer, including to solicit proxies for the election of the persons to be nominated by the Stockholder Group to the Board at the 2021 annual meeting of stockholders of the Company (the "2021 Annual Meeting").  The Stockholder Group collectively owns 8,908,557 Shares, including 375,000 Shares underlying certain call options, constituting approximately 25.1% of the Issuer's outstanding Shares.  All securities reported herein as beneficially owned by the Reporting Persons exclude securities owned by the other members of the Stockholder Group, and the Reporting Persons expressly disclaim beneficial ownership of the securities owned by such other members.  VIEX and Osmium intend on filing separate Schedule 13Ds to report their beneficial ownership of the Issuer's Common Stock. 

On February 17, 2021, Series One and Osmium Capital, LP, on behalf of the Stockholder Group,  delivered a letter to the Issuer nominating three highly-qualified candidates, Michael McConnell, John Mutch and Eric Singer (collectively, the “Nominees”), for election to the Board at the 2021 Annual Meeting. Biographical information for each of the Nominees is set forth below. In the letter, Series One and Osmium Capital, LP also submitted a non-binding proposal for consideration by stockholders at the 2021 Annual Meeting seeking stockholder approval of a request for the Board to take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis commencing at the 2022 annual meeting of stockholders.

The Stockholder Group is not looking to engage in a no holds barred proxy contest and does NOT think it is necessary to wage a messy back and forth series of letters. The Stockholder Group believes the Issuer is massively undervalued despite reporting strong financial results.  Recently, the Issuer disclosed 125% year over year growth in gross transaction value in January 2021 from its online marketplaces which constitutes approximately 75% of its revenue.  Despite these results, the Issuer has for years traded at a discount to its publicly traded peer group and the Nasdaq Composite.  Currently, the Issuer is valued at under 0.8x enterprise value/sell side current year sales, while its publicly-traded digital marketplace peers ¹  are valued at 12x sales and its publicly-traded digital media peers ²  are valued at 4.5x sales.  Further, since the Issuer's CEO, Sean Moriarty, joined the Issuer in 2014, the Issuer's share price has declined by approximately -20% compared to an increase of approximately +236% in the Nasdaq Composite, resulting in approximately -256% underperformance.

The Stockholder Group believes the Board should be refreshed with new, independent directors who possess the right skillset to bridge this valuation gap. The Nominees will endeavor to work constructively with the Board to clarify, simplify, and focus the Issuer's business strategy, implement a disciplined capital allocation program, and establish a pay for performance standard based on both top and bottom line results.  The Nominees will also push to keep fellow stockholders better informed and focused on metrics, such as return on capital, to benchmark the Issuer's operating results to its industry peers and hold management accountable for their results. 

The Stockholder Group believes the Nominees will be a strong and constructive force in the boardroom. The Nominees are enormously experienced in evaluating a broad range of options and optimizing the best path forward to maximize stockholder value. The Nominees are:

Michael J. McConnell, age 54, currently serves as a private investor. Mr. McConnell served as the Managing Director of Shamrock Capital Advisors, a private investment company managing private equity/hedge funds for the Disney family, from 1994 to 2007.  Additionally, he served as Interim Executive Chairman and Chief Executive Officer of Spark Networks SE ("Spark") (NYSE: LOV), a leader in affinity-based online subscription dating networks, from August 2014 through December 2014. Prior to Spark, he served as the Executive Chairman at Redflex Holdings Ltd. (ASX: RDF), a provider of intelligent transport system solutions and services, from February 2013 to February 2014 and a non-executive director from August 2011 to November 2014. Mr. McConnell also served as the Chief Executive Officer of Collectors Universe, Inc. (NASDAQ: CLCT), a provider of third-party authentication and grading of high value collectibles, from March 2009 to October 2012.  Currently, Mr. McConnell serves on the board of directors of Vonage Holdings Corp. (NASDAQ: VG), a cloud communications provider, since March 2019 and Adacel Technologies Limited (ASX: ADA), an Australian based global software technology and systems integrator, since May 2017 and as its Chairman since April 2019.  Previously, Mr. McConnell served on the board of directors of SPS Commerce, Inc. (NASDAQ: SPSC), a provider of cloud-based supply chain management services, from March 2018 to May 2019, Guidance Software, Inc. (formerly NASDAQ: GUID), a global provider of forensic security solutions, from April 2016 until the company was sold in November 2017 and Spark from July 2014 until the company was sold in November 2017.  Mr. McConnell also serves on the board of privately held Jacob Stern & Sons, Inc., an importer, exporter, processor and distributor of specialty agricultural products, since July 2019. He is also a member of the Board of Governors of Opportunity International, global microfinance and a member of the City of La Canada Finance and Investment Advisory committee. Mr. McConnell received a B.A. in Economics from Harvard University and an M.B.A from the Darden School (Shermet Scholar) of the University of Virginia.

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¹ Digital marketplace peers include: Etsy, Redbubble, FarFetch
² Digital media peers include: Future, J2 Global

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John Mutch, age 64, has served as managing partner of MV Advisors LLC ("MV Advisors"), a strategic block investment firm that provides focused investment and strategic guidance to small and mid-cap technology companies, since founding the firm in December 2005. From December 2008 to January 2014, Mr. Mutch served as President, CEO and Chairman of the Board of Directors of BeyondTrust Software, a privately-held security software company. Prior to founding MV Advisors, in March 2003, Mr. Mutch was appointed by the U.S. Bankruptcy court to the board of directors of Peregrine Systems, Inc. (formerly NSADAQ: PRGN) ("Peregrine Systems"), a provider of enterprise asset and service management solutions, where he assisted the company in a bankruptcy work-out proceeding and was named President and Chief Executive Officer in July 2003. Prior to running Peregrine Systems, Mr. Mutch served as President, Chief Executive Officer and as a member of the board of directors of HNC Software, Inc. (formerly NASDAQ: HNCS), an enterprise analytics software provider. Earlier in his career, Mr. Mutch spent seven years at Microsoft Corporation (NASDAQ: MSFT), a multinational technology company, in a variety of executive sales and marketing positions. Mr. Mutch has served as Chairman of the board of directors of Aviat Networks, Inc. (NASDAQ: AVNW), a global provider of microwave networking solutions, since February 2015, and has served on the board of directors since January 2015, and has served on the board of directors of Agilysys, Inc. (NASDAQ: AGYS), a provider of information technology solutions, since March 2009. Previously, Mr. Mutch served on the board of directors of Maxwell Technologies, Inc. (formerly NASDAQ: MXWL), a manufacturer of energy storage and power delivery solutions for automotive, heavy transportation, renewable energy, backup power, wireless communications and industrial and consumer electronics applications, from April 2017 to May 2019, YuMe, Inc. (formerly NYSE: YUME), a provider of digital video brand advertising solutions, from July 2017 to February 2018, at which time the company was acquired by RhythmOne plc (formerly LON: RTHM), a technology-enabled digital media company, and Mr. Mutch continued serving as a director on the RhythmOne plc board of directors until January 2019, and Steel Excel Inc. (formerly OTCPK: SXCL), a provider of drilling and production services to the oil and gas industry and a provider of event-based sports services and other health-related services, from 2007 to May 2016. In addition, Mr. Mutch previously served on the boards of directors of Phoenix Technologies Ltd. (formerly NASDAQ: PTEC), a leader in core systems software products, services and embedded technologies, Edgar Online, Inc. (formerly NASDAQ: EDGR), a provider of financial data, analytics and disclosure management solutions, Aspyra, Inc. (OTCMKTS: APYI, formerly AMEX: APY), a provider of clinical and diagnostic information systems for the healthcare industry, Overland Storage, Inc. (formerly NASDAQ: OVRL), a provider of unified data management and data protection solutions, and Brio Software, Inc. (formerly NASDAQ: BRYO), a provider of business intelligence software. Mr. Mutch received a Bachelor of Science degree from Cornell University and a Masters of Business Administration from the University of Chicago.

Eric Singer, age 47, has served as the managing member of VIEX Capital and VIEX GP, the investment manager and general partner, respectively, of certain affiliated funds whose principal business is investing in securities, including Series One, since May 2014. From March 2012 until September 2014, Mr. Singer served as co-managing member of Potomac Capital Management III, L.L.C., the general partner of Potomac Capital Partners III, L.P. ("PCP III"), and Potomac Capital Management II, L.L.C., the general partner of Potomac Capital Partners II, L.P. ("PCP II") and served as an advisor to Potomac Capital Management, L.L.C. and its related entities from May 2009 until September 2014. The principal business of PCP III and PCP II is investing in securities. Since July 2019, Mr. Singer has served as a director of A10 Networks (NYSE: ATEN), an application controller and firewall cloud security company, and has served as Lead Independent Director since September 2020. Since March 2020, Mr. Singer has served as a director of Immersion Corporation (NASDAQ: IMMR), a premier licensing company focused on the creation, design, development, and licensing of innovative haptic technologies, and has served as Executive Chairman since August 2020. Previously, Mr. Singer served as a director of Quantum Corporation (NASDAQ: QMCO), a data lifecycle solutions provider from November 2017 to November 2019. Mr. Singer also served as chairman of the board of directors of RhythmOne plc (formerly LON: RTHM), a technology-enabled digital media company, from February 2018 (after its acquisition of YuMe, Inc. (formerly NYSE: YUME), a provider of brand video advertising software and audience data) until the sale of RhythmOne plc in April 2019. Mr. Singer was a director of YuMe, Inc. from June 2016 to February 2018, and served as chairman of its board beginning in November 2016. Mr. Singer served on the board of Support.com (NASDAQ: SPRT), a leading provider of tech support and turnkey support center services, from June 2016 to March 2019. Mr. Singer previously served as a director of Numerex Corp. (formerly NASDAQ: NMRX), a provider of managed machine-to-machine (M2M) enterprise solutions enabling the lnternet of Things (IoT), from March 2016 until its sale in December 2017, TigerLogic Corporation (formerly NASDAQ: TIGR), a global provider in engagement solutions, from January 2015 until December 2016, IEC Electronics, an electronic manufacturing services provider to advanced technology companies, from February 2015 to August 2017, Meru Networks, Inc. (formerly NASDAQ: MERU), a Wi-Fi network solutions company, from January 2014 until January 2015, PLX Technology, Inc. (formerly NASDAQ: PLXT), a semiconductor company, from December 2013 until its sale in August 2014, Sigma Designs, Inc. (formerly NASDAQ: SIGM), a semiconductor company, from August 2012 until December 2013, including as its Chairman of the board of directors from January 2013 until December 2013, and Zilog Corporation (formerly NASDAQ: ZILG), a microcontroller company, from August 2008 until its sale in February 2010.

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ITEM 5. Interest in Securities of the Issuer

Items 5(a) of the Schedule 13D is hereby amended and restated as follows:

(a) The information set forth in rows 7 through 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference.

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 35,606,814 Shares outstanding, which is based on the sum of (i) 27,390,064 Shares outstanding as of October 26, 2020 as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 29, 2020, plus (ii) 8,216,750 Shares issued on December 14, 2020, as set forth in a press release published by the Issuer on December 14, 2020.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As discussed in Item 4 above, on February 12, 2021, the Stockholder Group entered into a Group Agreement (the "Group Agreement") pursuant to which, among other things, the parties agreed (a) to form a group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board at the Annual Meeting and taking all other action necessary to achieve the foregoing and (b) to split equally all expenses incurred in connection with the Group's activities. The members of such group acknowledge that the expenses related to the solicitation of proxies from stockholders of the Issuer at the Annual Meeting are expenses covered by the Group Agreement. The Group Agreement is attached hereto as Exhibit 12 and is incorporated herein by reference.

On February 16, 2021, Messrs. McConnell and Mutch entered into a Joinder Agreement with the Stockholder Group (the "Joinder Agreement"), pursuant to which Messrs. McConnell and Mutch agreed to be bound by the terms of the Group Agreement. In addition, Messrs. McConnell and Mutch agreed not to undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior consent of the Stockholder Group, and not undertake any expenses in connection with the solicitation or communicate on behalf of the Group with regards to the Issuer without the prior written consent of the Stockholder Group.  The Joinder Agreement is attached hereto as Exhibit 13 and is incorporated herein by reference.

Pursuant to a letter agreement (each, an "Indemnification Agreement") with each of Messrs. McConnell and Mutch, members of the Stockholder Group have agreed to indemnify Messrs. McConnell and Mutch against claims arising from the solicitation of proxies from the Issuer's stockholders in connection with the 2021 Annual Meeting and any related transactions. A form of Indemnification Agreement is attached hereto as Exhibit 14 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

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Exhibit 12 Group Agreement

Exhibit 13 Joinder Agreement

Exhibit 14 Indemnification Agreement (Form of)

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2021

Entities:
Oak Investment Partners XI, Limited Partnership
Oak Associates XI, LLC
Oak Investment Partners XII, Limited Partnership
Oak Associates XII, LLC

Oak Management Corporation

By: /s/ Fredric W. Harman            
Name: Fredric W. Harman

Title: General Partner or Managing Member or attorney-in-fact for the above-listed entities

Individuals:
Bandel L. Carano
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont

Grace A. Ames

/s/ Fredric W. Harman                                    
Fredric W. Harman, individually and as attorney-in-fact for the above-listed individuals

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EXHIBIT INDEX

Exhibit 1*	Joint Filing Agreement
Exhibit 2*	Press Release and Letter to Board of Directors, dated June 29, 2020.
Exhibit 3*	Press Release and Letter to Board of Directors, dated July 10, 2020.
Exhibit 4*	Press Release and Letter to Board of Directors, dated July 13, 2020.
Exhibit 5 *	Press Release, dated July 16, 2020.
Exhibit 6*	Press Release and Letter to Board of Directors, dated July 27, 2020.
Exhibit 7*	Press Release, dated July 29, 2020.
Exhibit 8*	Press Release and Letter to Board of Directors, dated August 12, 2020.
Exhibit 9*	Press Release, dated August 17, 2020.
Exhibit 10*	Press Release, dated August 31, 2020.
Exhibit 11*	Letter to Board of Directors, dated October 22, 2020.
Exhibit 12	Group Agreement
Exhibit 13	Joinder Agreement
Exhibit 14	Indemnification Agreement (Form of)

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GROUP AGREEMENT

WHEREAS, the undersigned are stockholders, direct or beneficial, of Leaf Group Ltd., a Delaware corporation (the "Company");

WHEREAS, VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, 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"); and 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 "Group") wish to form the Group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board of Directors of the Company (the "Board") at the 2021 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the "Annual Meeting") and for the purpose of taking all other action necessary to achieve the foregoing (the "Group Activities").

NOW, IT IS AGREED, this 12th day of February 2021 by the parties hereto:

1. To the extent required by applicable law, including the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of VIEX, Osmium and Oak agrees to separately and independently file, on behalf of each their respective members, statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each of VIEX, Osmium and Oak shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other parties.

2. So long as this Group Agreement (the "Agreement") is in effect, each of the undersigned shall provide reasonable advance notice to each of Olshan Frome Wolosky LLP ("Olshan") and Morrison & Foerster ("MoFo") prior to effecting any purchase, sale, acquisition or disposal of any and all Company securities of which it has, or would have, direct or indirect beneficial ownership so that Olshan and MoFo may advise the Group on the potential filing implications for any such contemplated transactions.  In order to facilitate the monitoring of transactions involving any shares beneficially owned by any and every member of the Group (and related disclosure requirements under applicable law), each member of the Group further agrees to provide notice to Olshan and MoFo by 5:00 PM (EST) of the day of such purchase(s), sale(s) or disposal of any shares of common stock beneficially owned by any such Group member.

3. Each of the undersigned agrees to form the Group for the purpose of undertaking the Group Activities and not for any other purpose.

4. Each of the undersigned agrees that Olshan shall act as lead outside counsel for the Group in connection with the Group Activities.  Each of the undersigned further agrees that all out-of-pocket costs and expenses (including obligations under any written indemnification agreements between VIEX, Osmium and Oak, on the one hand, and individuals nominated by the Group to the Board, on the other hand) incurred by the Group in connection with the Group Activities during the term of this Agreement, beginning with the activities of VIEX, Osmium and Oak directly relating to their initial formation of the Group, and including, but not limited to, the preparation of this Agreement, the notice of stockholder nomination, and any related SEC filings (collectively, the "Expenses"), will be split evenly, on an equal basis, among each of VIEX, Osmium and Oak, including fees payable to Olshan in its capacity as counsel for the Group and to MoFo for its legal services concerning the Group Activities; provided, however, that the total fees payable to Olshan and MoFo shall not exceed $200,000 without the prior written consent of each of VIEX, Osmium and Oak; provided further, to the extent any member of the Group (the "Payer") pays the cost of any Expenses on behalf of the other members of the Group, such other members shall reimburse the Payer for such Expenses within two weeks from the date of receipt of an invoice for such Expenses.  Any reimbursement from the Company regarding the Expenses paid pursuant to this Section 4 shall be split evenly by VIEX, Osmium and Oak or otherwise in proportion to the Expenses paid pursuant to this Section 4.

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5. Each of the undersigned agrees that any SEC filing, press release, public stockholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group Activities shall be mutually agreeable among the parties; provided that notwithstanding anything set forth in this Agreement to the contrary, VIEX and Osmium shall be permitted to make decisions on behalf of the Group when there are time constraints or the parties cannot reach agreement on any decision to be made, action to be taken or statement to be made in connection with the Group's activities in a timely manner.  The parties hereto hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group's activities.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as provided in Section 2, nothing herein shall restrict any party's right to purchase or sell securities of the Company, as he, she or it deems appropriate, in his, her or its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws. This Agreement 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.

7. Any legal action or proceeding arising out of the provisions of this Agreement or the parties' investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

8. The parties' rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 (solely with respect to Expenses incurred prior to the termination of the Agreement) and Section 8 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the parties. Notwithstanding the foregoing, at any time prior to the filing by the Group of an initial Schedule 13D, any party hereto may terminate his, her or its obligations under this Agreement on 24 hours' written notice to all other parties, with a copy to both of Elizabeth Gonzalez-Sussman at Olshan, Fax No. (212) 451-2222 and by email to Murray Indick at MoFo, [email protected]. 

9. Each party acknowledges that Olshan shall act in certain of the Group Activities as both counsel to VIEX and the Group, and each of Osmium and Oak acknowledge that Olshan's representation of the Group shall in no way limit Olshan's ability to represent VIEX individually.  VIEX acknowledges that MoFo's services shall in no way limit MoFo's ability to represent Osmium or Oak.

10. The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto.

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11. To the extent required by applicable law, each of the undersigned parties hereby agrees that this Agreement may be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

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IN WITNESS WHEREOF, the parties hereto have caused this 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

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	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

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

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

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

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

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

	/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

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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]

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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/ 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

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	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

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

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

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

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

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

	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

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VIEX Opportunities Fund LP - Series One 323 Sunny Isles Blvd, Suite 700 Sunny Isles Beach, Florida 33160

Osmium Partners, LLC 300 Drakes Landing Road Suite 172 Greenbrae, CA 94904

Oak Investment Partners XI, Limited Partnership 901 Main Avenue, Suite 600 Norwalk, CT 06851

February __, 2021

[Nominee]
[Address line 1]
[Address line 2]

Re: Leaf Group Ltd.

Dear [Nominee]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Leaf Group Ltd, a Delaware corporation (the "Company"), in connection with the proxy solicitation that VIEX Opportunities Fund LP - Series One ("VIEX") and certain of its affiliates, Osmium Partners, LLC ("Osmium") and certain of its affiliates, and Oak Investment Partners XI, Limited Partnership ("Oak") and certain affiliates (together with VIEX and Osmium, the "Indemnifying Parties"), are considering undertaking to nominate and elect directors at the Company's 2021 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Solicitation").  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter will set forth the terms of our agreement.

The Indemnifying Parties agree to indemnify and hold you harmless against any and all claims of any nature arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to the Indemnifying Parties or any of their affiliates of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by the Indemnifying Parties or any of their affiliates), or material breach of the terms of this letter agreement; provided, further, that except for acts in connection with the Solicitation and any related transactions which occurred prior to your being elected a director of the Company, the indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a "Loss").

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In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Indemnifying Parties prompt written notice of such claim or Loss (provided that failure to promptly notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability which it may have on account of this letter agreement, except to the extent the Indemnifying Parties shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Indemnifying Parties will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.

The Indemnifying Parties may not enter into any settlement of any Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such Loss or claim and does not require you to admit to any violation of any law, order or regulation.  Notwithstanding anything to the contrary set forth in this letter agreement, the Indemnifying Parties shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without the Indemnifying Parties' prior written approval.  In addition, you agree not to enter into any settlement of any Loss or claim without the written consent of the Indemnifying Parties, which consent will not be unreasonably withheld.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Indemnifying Parties, any confidential, proprietary or non-public information (collectively, "Information") of the Indemnifying Parties, its affiliates or any other party to that certain Group Agreement with respect to the Solicitation which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Indemnifying Parties, its affiliates or any other party to that certain Group Agreement with respect to the Solicitation or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Indemnifying Parties so that the Indemnifying Parties may seek a protective order or other appropriate remedy or, in the Indemnifying Parties' sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained or the Indemnifying Parties do not waive compliance with the terms of this letter agreement, you may consult with counsel at the cost of the Indemnifying Parties and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Indemnifying Parties and, upon request of a representative of the Indemnifying Parties, all such information shall be returned or, at the Indemnifying Parties' option, destroyed by you, with such destruction confirmed by you to the Indemnifying Parties in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

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This letter agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument.

	VIEX Opportunities Fund, LP - Series One
	By:	VIEX GP, LLC General Partner
	By:
		Name:	Eric Singer
		Title:	Managing Member

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

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	Oak Investment Partners XI, Limited Partnership
	By:	Oak Associates XI, LLC General Partner
	By:
		Name:	Edward F. Glassmeyer
		Title:	Managing Member

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ACCEPTED AND AGREED:
[Nominee]

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