Tollgrade Communications Inc \Pa\ Sample Contracts

LEASE AGREEMENT BY AND BETWEEN
Lease Agreement • March 26th, 2003 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania
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AGREEMENT
Agreement • March 15th, 2004 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania
AS SELLER AND
Asset Purchase Agreement • October 15th, 2001 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • New York
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 27th, 2003 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Delaware
AGREEMENT
Agreement • March 22nd, 2002 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania
AMENDMENT TO AGREEMENT
Tollgrade Communications Inc \Pa\ • March 27th, 2000 • Services-telephone interconnect systems
WITNESSETH THAT:
Lease Agreement • March 26th, 2003 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems
WITNESSETH:
Of Lease Agreement • March 26th, 2003 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania
EXTENSION AND AMENDMENT OF AGREEMENT
Extension and Amendment of Agreement • August 5th, 2004 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Extension and Amendment is dated as of February 8, 2004 between Tollgrade Communications, Inc., having an address at 493 Nixon Road, Cheswick, PA 15024 (the “Corporation”) and Samuel C. Knoch, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”).

EXHIBIT 10.33 LEASE AND LEASE AGREEMENT
Lease and Lease Agreement • March 26th, 2003 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • New Jersey
March 17, 2009 Grant Cushny 114 Crystal Springs Drive Cranberry Township, PA 16066 Dear Grant: Tollgrade Communications, Inc. (“Tollgrade”) considers the stability of its executive management team to be essential to Tollgrade’s best interests. In...
Tollgrade Communications Inc \Pa\ • March 19th, 2009 • Services-telephone interconnect systems • Pennsylvania

This Agreement shall be for an initial term beginning on the date hereof and expiring on the third anniversary of such date (the “Term”) and shall automatically be extended for successive additional terms of two years unless either party gives the other written notice of its intent not to renew at least 60 days prior to the end of the then current term.

AGREEMENT
Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement made as of the 12th day of March, 2010 by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”), and Jennifer M. Reinke, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”).

EXTENSION AND AMENDMENT OF AGREEMENT
Extension and Amendment of Agreement • March 11th, 2005 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Extension and Amendment is dated as of March 10, 2005 between Tollgrade Communications, Inc., having an address at 493 Nixon Road, Cheswick, PA 15024 (the “Corporation”) and Roger A. Smith, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”).

AGREEMENT
Agreement • August 1st, 2007 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement, made as of the 5 day of July, 2007 by and between TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the “Corporation”) and JOSEPH A. FERRARA, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”).

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October 14, 2008 David L. Blakeney 9008 Audobon Drive Gibsonia, PA 15044 Dear Dave:
Tollgrade Communications Inc \Pa\ • October 22nd, 2008 • Services-telephone interconnect systems • Pennsylvania

Tollgrade Communications, Inc. (“Tollgrade”) considers the stability of its executive management team to be essential to Tollgrade’s best interests. In order to induce you to accept and to remain in Tollgrade’s employment, this severance agreement (the “Agreement”) describes the severance compensation which Tollgrade agrees will be provided to you in the event your employment with Tollgrade is terminated under the circumstances described below. This Agreement will remain in effect for a period of two (2) years from the date your employment with Tollgrade commences (the “Term”).

November 16, 2009 Jennifer M. Reinke [Address] Dear Jennifer:
Tollgrade Communications Inc \Pa\ • March 10th, 2010 • Services-telephone interconnect systems • Pennsylvania

Tollgrade Communications, Inc. (“Tollgrade”) considers the stability of its executive management team to be essential to Tollgrade’s best interests. This severance agreement (the “Agreement”) describes the severance compensation which Tollgrade agrees will be provided to you in the event your employment with Tollgrade is terminated under the circumstances described below. This Agreement will remain in effect for a period of two (2) years from the date signed by you below.

AGREEMENT
Agreement • September 29th, 2010 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement made as of the 23rd day of September, 2010 by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”), and Edward H. Kennedy, an individual residing in the Commonwealth of Virginia and an employee of the Corporation (the “Executive”).

LEASE AGREEMENT
Lease Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania
Extension Agreement
Extension Agreement • May 10th, 2006 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Extension Agreement is dated as of March 22, 2006 between Tollgrade Communications, Inc., having an address at 493 Nixon Road, Cheswick, PA 15024 (“Tollgrade”) and Bulova Technologies EMS LLC, with an address at 3900 W. Sarno Rd., Melbourne, FL 32934 (“Bulova Technologies”).

FIRST AMENDMENT TO AGREEMENT
To Agreement • February 25th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems

WHEREAS, Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”) and Edward H. Kennedy, an individual residing in the Commonwealth of Virginia and an employee of the Corporation (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change-in-control, dated as of September 23, 2010 (the “Agreement”);

AGREEMENT
Agreement • June 2nd, 2005 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement made as of the 31st day of May, 2005 by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”), and Mark B. Peterson, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”).

SEPARATION AND MUTUAL RELEASE AGREEMENT
Separation and Mutual Release Agreement • January 10th, 2008 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

THIS AGREEMENT (“Agreement”) is made as of the 7th day of January, 2008, by and between CAROL M. FRANKLIN (“Executive”) and TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the “Corporation”) (Executive and the Corporation are referred to sometimes hereinafter individually as “Party” and collectively as, the “Parties”).

AGREEMENT AND PLAN OF MERGER among TALON HOLDINGS, INC., TALON MERGER SUB, INC. and TOLLGRADE COMMUNICATIONS, INC. Dated as of February 21, 2011
Agreement and Plan of Merger • February 25th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

AGREEMENT AND PLAN OF MERGER, dated as of February 21, 2011 (this “Agreement”), among Talon Holdings, Inc., a Delaware corporation (“Parent”), Talon Merger Sub, Inc., a Pennsylvania corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Tollgrade Communications, Inc., a Pennsylvania corporation (the “Company”).

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