February __, 2009Ramius LLC • February 17th, 2009 • Services-telephone interconnect systems
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Tollgrade Communications, Inc. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.
February __, 2009Ramius LLC • February 17th, 2009 • Services-telephone interconnect systems
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Tollgrade Communications, Inc. (the “Company”) at the Company’s 2009 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 17th, 2009 • Ramius LLC • Services-telephone interconnect systems
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Tollgrade Communications, Inc., a Pennsylvania Corporation (the “Company”);
