RIGHTS AGREEMENT between LIFELINE HOLDINGS, INC. and REGISTRAR AND TRANSFER COMPANY, as Rights Agent Dated , 2004Rights Agreement • October 27th, 2004 • Lifeline Holdings, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
RIGHTS AGREEMENT, dated , 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”).
WILMER CUTLER PICKERING HALE AND DORR LLP October 27, 2004Agreement and Plan of Share Exchange • October 27th, 2004 • Lifeline Holdings, Inc. • 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
