RIGHTS AGREEMENT between LIFELINE HOLDINGS, INC. and REGISTRAR AND TRANSFER COMPANY, as Rights Agent Dated November 19, 2004Rights Agreement • December 10th, 2004 • Lifeline Holdings, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
RIGHTS AGREEMENT, dated November 19, 2004 (the “Agreement”), between Lifeline Holdings, Inc. a Massachusetts corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER among LIFELINE SYSTEMS, INC., KONINKLIJKE PHILIPS ELECTRONICS N.V. and DAP MERGER SUB, INC. Dated as of January 18, 2006Agreement and Plan of Merger • January 19th, 2006 • Lifeline Systems, Inc. • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 18, 2006, among LIFELINE SYSTEMS, INC., a Massachusetts corporation (the “Company”), KONINKLIJKE PHILIPS ELECTRONICS N.V., a company incorporated in The Netherlands (“Parent”), and DAP MERGER SUB, INC., a Massachusetts corporation and an indirect wholly-owned subsidiary of parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 11th, 2005 • Lifeline Systems, Inc. • Radio & tv broadcasting & communications equipment
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of November 19, 2003 by and between Lifeline Systems, Inc. (hereinafter “Seller”), a Massachusetts corporation with a principal place of business at 111 Lawrence Street, Framingham, MA 01702 and De Lage Landen Financial Services, Inc. (hereinafter “Purchaser”), a Michigan corporation with a principal place of business at 1111 Old Eagle School Road, Wayne, Pennsylvania 19087.
WILMER CUTLER PICKERING HALE AND DORR LLP October 27, 2004Lifeline Holdings, Inc. • October 27th, 2004 • Radio & tv broadcasting & communications equipment
This opinion is being delivered to you in connection with the filing of a registration statement, as such may be amended from time to time (the “Registration Statement”), on Form S-4, which includes the proxy statement/prospectus relating to the Agreement and Plan of Share Exchange, dated as of October 25, 2004 (the “Agreement”), by and among Lifeline Systems, Inc., a Massachusetts corporation (“Lifeline”), and Lifeline Holdings, Inc., a Massachusetts corporation (“Holdings”). Pursuant to the Agreement, all of the shareholders of Lifeline will exchange their shares (the “Share Exchange”) of Lifeline common stock for shares of Holdings common stock, and Holdings will receive all of the shares of Lifeline common stock, thereby becoming the holding company of Lifeline. Except as otherwise provided, capitalized terms not defined herein have the meanings set forth in the Agreement or in the letters delivered to us by Lifeline and Holdings containing certain factual representations of Lifeli
FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • January 10th, 2006 • Lifeline Systems, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
This FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT (this “Amendment”), made this 6th day of January, 2006, is entered into by and among Lifeline Systems, Inc., a Massachusetts corporation (“Lifeline”), and Ronald Feinstein (the “Employee”) and amends that certain Employment and Noncompetition Agreement, effective as of May 1, 2003 (the “Original Agreement”), by and among Lifeline and the Employee. Capitalized terms used herein without definition shall have the meaning for such terms set forth in the Original Agreement.
LIFELINE SYSTEM, INC. Stock Appreciation Right Agreement Granted Under 2000 Stock Incentive PlanStock Appreciation Right Agreement • August 18th, 2005 • Lifeline Systems, Inc. • Radio & tv broadcasting & communications equipment
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, JOINDER, LIMITED CONSENT AND WAIVERRevolving Credit Agreement • March 11th, 2005 • Lifeline Systems, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
Third Amendment to Revolving Credit Agreement, Joinder, Limited Consent and Waiver dated as of December 9, 2004 (the “Third Amendment”), by and among LIFELINE SYSTEMS COMPANY (f/k/a LIFELINE SYSTEMS, INC.), a Massachusetts corporation (the “Borrower”), LIFELINE SYSTEMS, INC. (f/k/a LIFELINE HOLDINGS, INC.), a Massachusetts corporation (the “Parent”) CITIZENS BANK OF MASSACHUSETTS and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the “Lenders”), amending and waiving certain provisions of the Revolving Credit Agreement, dated as of August 28, 2002 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders and CITIZENS BANK OF MASSACHUSETTS, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) as more fully set forth herein. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as th
LIFELINE SYSTEMS, INC. Restricted Stock Agreement Granted Under 2000 Stock Incentive PlanRestricted Stock Agreement • January 10th, 2006 • Lifeline Systems, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
This Agreement evidences the grant of restricted stock by Lifeline Systems, Inc., a Massachusetts corporation (the “Company”), on December 7, 2005 (the “Effective Date”) to Ronald Feinstein, the President and Chief Executive Officer of the Company (the “Participant”).
