JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • September 12th, 2011 • Starboard Value LP • Services-prepackaged software
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Openwave Systems Inc., a Delaware corporation (the “Company”);
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 599 Lexington Avenue, 19th Floor New York, New York 10022Nominee Agreement • September 12th, 2011 • Starboard Value LP • Services-prepackaged software • New York
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 “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Openwave Systems Inc. (the “Company”) at the Company’s 2011 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).
