TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 19th, 2014 • Oplink Communications Inc • Telephone & telegraph apparatus • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 18, 2014, is entered into by and among [ · ] (“Stockholder”), Koch Industries, Inc., a Kansas corporation (“Parent”), and Koch Optics, Inc., a Delaware corporation and a subsidiary of Parent (“Purchaser”).
OPLINK COMMUNICATIONS, INC. and COMPUTERSHARE INC. as Rights Agent FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 19th, 2014 • Oplink Communications Inc • Telephone & telegraph apparatus • New York
This First Amendment, dated as of November 18, 2014 (this “Amendment”), to that certain Rights Agreement, dated as of September 18, 2012 (the “Rights Agreement”), is between Oplink Communications, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (as successor to Computershare Shareowner Services LLC, a New Jersey limited liability company), as rights agent (the “Rights Agent”), and shall be effective immediately prior to the execution and delivery by the Company, Parent and Purchaser of that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among the Company, Koch Industries, Inc., a Kansas corporation (“Parent”), and Koch Optics, Inc., a Delaware corporation (“Purchaser”); provided, however, that the effectiveness of this Amendment is expressly conditioned on the execution and delivery of the Merger Agreement by the Company, Parent and Purchaser.
