On February 28, 2022, Momentive Global Inc entered into a letter agreement with Legion Partners Asset Management, LLC. The Company will appoint Sagar Gupta to the Company's board of directors to serve as a Class I director effective upon the completion of a customary background check, will include Gupta on the board's slate of director nominees standing for election at the Company's 2022 annual meeting of stockholders and will recommend that the Company's stockholders vote in favor of the election of Gupta at the 2022 annual meeting, subject to an obligation to submit his resignation from the board if the Legion Group's aggregate ownership of shares of common stock of the Company fall below 1,000,000 shares of Company's common stock. If Gupta is not appointed to the Board by March 3, 2022, the Legion Group may terminate the letter agreement.

Pursuant to the letter agreement, the Company has also agreed that the board will, prior to filing its proxy for the 2022 annual meeting, implement a majority voting standard in uncontested director elections, where directors would be elected if they receive more votes in favor than against, and each incumbent director will submit an irrevocable, conditional offer of resignation effective if such director fails to receive a majority vote in favor of their election. The Company also agreed to submit, at the 2022 annual meeting, a stockholder proposal to declassify the board that, if approved by the Company's stockholders, would begin the process of declassifying such that the directors elected at the 2022 annual meeting would be elected to terms expiring at Company's 2023 annual meeting of stockholders, and recommend that the Company's stockholders vote in favor of such proposal.