Exhibit 99.2
JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of January 26, 2017 by and among JCP Investment Partnership, LP, JCP Single-Asset Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC, James C. Pappas, BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc., Bradley L. Radoff, Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky, Jefferson Gramm, Lake Trail Managed Investments LLC, Lake Trail Capital LP, Lake Trail Capital GP LLC, Thomas W. Purcell, Jr. and Joshua E. Schechter (collectively, the “Existing Members”) and John B. Morlock (the “New Member”).
WHEREAS, the Existing Members are parties to that certain Group Agreement dated as of August 30, 2016 (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 Fiesta Restaurant Group, Inc., a Delaware corporation (the “Company”), regarding means 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 Joinder Agreement to be executed as of the day and year first above written.
| JCP Investment Partnership, LP | |||
| By: | JCP Investment Management, LLC Investment Manager | ||
| By: | /s/ James C. Pappas | ||
| Name: | James C. Pappas | ||
| Title: | Managing Member | ||
| JCP Single-Asset Partnership, LP | |||
| By: | JCP Investment Holdings, LLC General Partner | ||
| By: | /s/ James C. Pappas | ||
| Name: | James C. Pappas | ||
| Title: | Sole Member | ||
| JCP Investment Partners, LP | |||
| By: | JCP Investment Holdings, LLC General Partner | ||
| By: | /s/ James C. Pappas | ||
| Name: | James C. Pappas | ||
| Title: | Sole Member | ||
| JCP Investment Holdings, LLC | |||
| By: | /s/ James C. Pappas | ||
| Name: | James C. Pappas | ||
| Title: | Sole Member | ||
| JCP Investment Management, LLC | |||
| By: | /s/ James C. Pappas | ||
| Name: | James C. Pappas | ||
| Title: | Managing Member | ||
/s/ James C. Pappas | |
| James C. Pappas |
| BLR Partners LP | |||
| By: | BLRPart, LP General Partner | ||
| By: | BLRGP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| BLRPart, LP | ||||
| By: | BLRGP Inc. General Partner | |||
| By: | /s/ Bradley L. Radoff | |||
| Name: | Bradley L. Radoff | |||
| Title: | Sole Director | |||
| BLRGP Inc. | |||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| Fondren Management, LP | |||
| By: | FMLP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| FMLP Inc. | ||||
| By: | /s/ Bradley L. Radoff | |||
| Name: | Bradley L. Radoff | |||
| Title: | Sole Director | |||
| /s/ Bradley L. Radoff | |
| Bradley L. Radoff |
| Bandera Master Fund L.P. | |||||
| By: | Bandera Partners LLC its Investment Manager | ||||
| By: | /s/ Jefferson Gramm | ||||
| Name: | Jefferson Gramm | ||||
| Title: | Managing Director | ||||
| Bandera Partners LLC | |||
| By: | /s/ Jefferson Gramm | ||
| Name: | Jefferson Gramm | ||
| Title: | Managing Director | ||
| /s/ Gregory Bylinsky | |
| Gregory Bylinsky |
| /s/ Jefferson Gramm | |
| Jefferson Gramm |
| Lake Trail Managed Investments LLC | |||
| By: | Lake Trail Capital LP Manager and Investment Manager | ||
| By: | Lake Trail Capital GP LLC General Partner | ||
| By: | Thomas W. Purcell, Jr. | ||
| Name: | Thomas W. Purcell, Jr. | ||
| Title: | Sole Member | ||
| Lake Trail Capital LP | |||
| By: | Lake Trail Capital GP LLC General Partner | ||
| By: | Thomas W. Purcell, Jr. | ||
| Name: | Thomas W. Purcell, Jr. | ||
| Title: | Sole Member | ||
| Lake Trail Capital GP LLC | |||
| By: | Thomas W. Purcell, Jr. | ||
| Name: | Thomas W. Purcell, Jr. | ||
| Title: | Sole Member | ||
| Thomas W. Purcell, Jr. | |
| Thomas W. Purcell, Jr. |
| /s/ Joshua E. Schechter | |
| Joshua E. Schechter |
| /s/ John B. Morlock | |
| John B. Morlock |