0000950123-11-018853 Sample Contracts

FIRST AMENDMENT TO AGREEMENT

Employment Agreement • February 25th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems

• Contract Type
  Employment Agreement
• Filed
  February 25th, 2011
• Company
  Tollgrade Communications Inc \Pa\
• Industry
  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 AND PLAN OF MERGER among TALON HOLDINGS, INC., TALON MERGER SUB, INC. and TOLLGRADE COMMUNICATIONS, INC. Dated as of February 21, 2011

Merger Agreement • February 25th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

• Contract Type
  Merger Agreement
• Filed
  February 25th, 2011
• Company
  Tollgrade Communications Inc \Pa\
• Industry
  Services-telephone interconnect systems
• Jurisdiction
  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”).