EX-99.2 3 ex992to13da109455007_073014.htm JOINDER AGREEMENT, DATED JULY 30, 2014 ex992to13da109455007_073014.htm
Exhibit 99.2

 
JOINDER AGREEMENT
 
This JOINDER AGREEMENT (the “Joinder”) is dated as of July 30, 2014 by and among Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd, Engaged Capital II, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W. Welling, Voce Capital LLC, Voce Capital Management LLC and J. Daniel Plants (collectively, the “Existing Members”) and Jeffrey S. McCreary (the “New Member”).
 
WHEREAS, the Existing Members are parties to that certain Joint Filing Agreement dated as of July 11, 2014 (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 (i) engaging in discussions with Oplink Communications, Inc., a Delaware corporation (the “Company”), regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the group determines to undertake in connection with their respective investment in the Company; and
 
WHEREAS, the New Member desires to join the group formed by the Existing Members.
 
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
 
1. Effective immediately, the New Member is joined as a party to the Agreement.
 
2. The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
 
3. 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]
 

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
 
Engaged Capital Master Feeder I, LP
     
 
By:
Engaged Capital, LLC
General Partner
     
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Managing Member and Chief Investment Officer
 
 
Engaged Capital Master Feeder II, LP
   
 
By:
Engaged Capital, LLC
General Partner
   
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Managing Member and Chief Investment Officer
 
 
Engaged Capital I, LP
     
 
By:
Engaged Capital, LLC
General Partner
   
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Managing Member and Chief Investment Officer
 
 
Engaged Capital I Offshore, Ltd.
     
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Director
 
 
Engaged Capital II, LP
     
 
By:
Engaged Capital, LLC
General Partner
     
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Managing Member and Chief Investment Officer
 
 
 

 
 
 
Engaged Capital, LLC
     
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Managing Member and Chief Investment Officer
 
 
Engaged Capital Holdings, LLC
   
 
By:
/s/ Glenn W. Welling
   
Name:
Glenn W. Welling
   
Title:
Sole Member
 
 
/s/ Glenn W. Welling
 
Glenn W. Welling

 

 
Voce Capital Management LLC
     
 
By:
Voce Capital LLC
Managing Member
     
 
By:
/s/ J. Daniel Plants
   
Name:
J. Daniel Plants
   
Title:
Managing Member
 
 
Voce Capital LLC
     
 
By:
/s/ J. Daniel Plants
   
Name:
J. Daniel Plants
   
Title:
Managing Member
 
 
/s/ J. Daniel Plants
 
J. Daniel Plants


 
/s/ Jeffrey S. McCreary
 
JEFFREY S. MCCREARY