EXHIBIT
10.1


EXECUTION
VERSION
 REDACTED
COPY
 
 LIMITED
LIABILITY COMPANY AGREEMENT
 OF
 LIFECOMM
LLC
  THIS
LIMITED LIABILITY COMPANY AGREEMENT of LIFECOMM LLC, a Delaware limited
liability company (the “Company”), is made
and entered into as of May 12, 2010 (the “Effective Date”) by
and among HUGHES Telematics, Inc., a Delaware corporation (“HTI”), QUALCOMM
INCORPORATED, a Delaware corporation (“QC”), and American
Medical Alert Corp., a New York corporation (“AMAC”).
  WITNESSETH:
  WHEREAS,
the Members have agreed to form the Company and to enter into this Agreement for
the purpose set forth in Section 1.6, pursuant to the terms and conditions set
forth in this Agreement.
  NOW,
THEREFORE, in consideration of the mutual promises and agreements herein made
and intending to be legally bound hereby, the Members hereby agree as
follows:
  ARTICLE
I
  ORGANIZATIONAL
MATTERS
  1.1.                 Formation The
Members hereby confirm and ratify the formation of the Company as of the
Effective Date pursuant to the terms of this Agreement and the filing of the
Certificate of Formation (a copy of which is attached hereto as Exhibit A) (the
“Certificate of
Formation”) with the Delaware Secretary of State on the Effective
Date.  The Interests of the Members, and the rights and obligations of
the Members with respect thereto, are subject to all of the terms and conditions
of this Agreement and the Delaware LLC Act.  The General Manager (or a
Person designated by the General Manager) is hereby designated as an authorized
person, within the meaning of the Delaware LLC Act, to execute, deliver and file
any amendments and/or restatements to the Certificate of Formation Approved with
Supermajority Approval of the Members in accordance with Sections 5.6 and 14.3
of this Agreement.  From and after the date hereof, the General
Manager shall cause an authorized officer of the Company or another Person
designated by the General Manager to execute and file any certificate and comply
with any similar requirements of any jurisdiction in which the Company shall be
deemed to be doing business pursuant to applicable jurisdictional
requirements.
  1.2.                 Name The
Company shall conduct its activities under the name of “LIFECOMM LLC” or such
other name as the Members shall Approve with Supermajority Approval of the
Members in accordance with Section 5.6 of this Agreement; provided, that the
name shall always contain the words “Limited Liability Company” or the letters
“LLC”.   Prompt notice of any such change shall be given to each
Member.
  1.3.                 Principal
Offices The
Company shall maintain its principal place of business at any location as may be
selected by the Board from time to time.  The Company shall initially
maintain its principal place of business at 2002 Summit Boulevard, Suite 1800,
Atlanta, GA 30319.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
  1.4.                 Agent for Service of
Process The
Company shall continuously maintain a registered office and a designated and
duly qualified agent for service of process on the Company in the State of
Delaware.  The name and address of the Company’s agent for service of
process is National Corporate Research, Ltd., located at 615 S. DuPont Highway,
Kent County, Dover, Delaware, or such other agent as the Board designates in
accordance with the Delaware LLC Act.
  1.5.                 Term The
Company shall commence its existence on the date that the Certificate of
Formation is filed in the office of the Secretary of State of the State of
Delaware.  The Company shall continue its existence until terminated
in accordance with this Agreement or the Delaware LLC Act.
  1.6.                 Business and Purpose of the
Company
  (a)              
The purpose of the Company is to design, develop, finance and operate a mobile
personal emergency response service (“Mobile PERS”) (and
services considered ancillary thereto by the Mobile PERS industry in general as
determined by Supermajority Approval of the Board), in the Territory (as such
purpose may be amended, supplemented or otherwise modified from time to time,
with the Supermajority Approval of the Members in accordance with Section 5.6 of
this Agreement, the “Business”). The
Company shall be an association among the Members only for such specifically
authorized business purpose and shall not be deemed to create any association
among the Members with respect to any other activities whatsoever other than the
activities within such business purpose described herein.
  (b)           The
authority granted to the Board hereunder to bind the Company shall be limited to
the actions necessary, proper, or advisable to effectuate and carry out the
foregoing purpose and to operate the Business of the Company in accordance with
the Business Plan or other Approved Plan.  The Company will not have
any rights in or to any other business which may be engaged in by any Member or
its Affiliates.
  1.7.                 No Partnership Intended for
Nontax Purposes The
Company has been formed under the Delaware LLC Act and the Members expressly
deny any intent to form a partnership under Delaware law or any other law, or a
corporation under Delaware law or any other law.  The Members do not
intend to be partners with each other except as provided in the next sentence,
or partners with any third party.  However, the Members intend that
the Company be treated as a partnership for U.S. federal, state and local tax
purposes, if the Members under applicable tax law can choose the form of tax
treatment for the Company.
  1.8.                 Liability of Members to
Third Parties Except
as otherwise provided in the Delaware LLC Act, no Member shall be personally
liable for any debt, obligation or liability of the Company, whether arising in
contract, tort or otherwise, by reason of being a Member.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 2
  1.9.        Reliance by Third-Party
Creditors This
Agreement is entered into among the Members for the exclusive benefit of the
Company, its Members and their successors and permitted assigns under the terms
of this Agreement.  This Agreement is expressly not intended for the
benefit of any creditor of the Company or any other Person.  Except
and only to the extent provided by applicable statute, no such creditor or third
party shall have rights under this Agreement or any agreement between the
Company and any Member with respect to any Capital Contributions or
otherwise.
  1.10.      Title to
Property All
Property shall be owned by the Company as an entity and no Member shall have any
ownership interest in such Property in the Member’s individual name or
right.  The Company shall hold all Property in the name of the
Company.
  ARTICLE
II
  MEMBERS
AND INTERESTS; CAPITAL CONTRIBUTIONS
  2.1.        Members and
Interests.
  (a)           Each
Member’s Interest in the Company will be represented by Units.  The
Units initially shall be divided into three (3) Classes:  “Class A Units,”
“Class B
Units,” and “Class C
Units”.  As of the Effective Date, there are issued and
outstanding *** Class A Units, *** Class B Units, and *** Class C
Units.  Annex A hereto contains the name, Class and number of Units
owned by each Member as of the Effective Date, which are being issued in
exchange for such Member’s Capital Contribution and, as applicable, provision of
services described in Schedule 1, pursuant to this Agreement. Annex A shall be
revised from time to time to reflect the admission or withdrawal of a Member or
the issuance, transfer, assignment, redemption, relinquishment to the Company or
other cancellation of Units in accordance with the terms of this Agreement and
other modifications to or changes in the information set forth
therein.  Any Units that are relinquished to, redeemed by, or
otherwise repurchased by, the Company, shall be deemed for all purposes of this
Agreement to be canceled and no longer outstanding, and shall not have any
rights hereunder.
  (b)           The
Company shall incur obligations solely under the direction and with the Approval
of the Board, acting by majority (except to the extent that Supermajority
Approval of the Board and/or Supermajority Approval of the Members is required
as set forth herein). The Company shall not incur any obligation that, in order
for the Company to pay such obligation in full when it comes due, would
necessitate any of the Initial Members to contribute cash or non-cash Capital
Contributions to the Company in excess of, or any sooner than, as set forth in
Sections 2.2, 2.3, 2.4 or 2.9 hereof respectively.  The Initial
Members acknowledge that, subject to the immediately preceding sentence and the
other limitations on Board action set forth in this Agreement, the Board may
Approve obligations that are not to be repaid out of Initial Member funding, but
rather are to be repaid out of cash provided from the operation of the Company,
provided the Board believes in good faith that such obligations can reasonably
be expected to be repaid from such cash provided by operations.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 3
  (c)           To
the extent a portion of the non-cash contributions (in the form of services or
otherwise) of certain Initial Members as described in Section 2.2(b) or Section
2.3(b) are to be effectively made (e.g., services are to be performed) following
issuance of the Units under this Section 2, the Company will on a *** review any
invoice provided pursuant to Section 2.1(d) to ensure the Company receives such
non-cash contributions in full and in compliance with the applicable Transaction
Agreements between the Company and each such Initial Member and reflect such
non-cash Capital Contribution by each such Initial Member upon presentment of
such invoice.  Each such Initial Member shall be obligated to provide
all of such future non-cash contributions in accordance with Schedule 1 hereto
and the applicable Transaction Agreements between the Company and such Initial
Member until such time as the Company has received the full amount of non-cash
contributions, provided that the Company has *** in accordance with the
provisions of this Agreement.  If an Initial Member fails to fully
satisfy its obligation to make its future non-cash contributions by the end of
Funding Period 1 (provided that the Company has not *** prior thereto in
accordance with the provisions of this Agreement), such Initial Member shall ***
on the *** anniversary of the Effective Date, or if sooner, immediately prior to
any Capital Event.  Notwithstanding the foregoing, except as otherwise
provided in Sections 2.2(c) or 2.3(d), if during Funding Period 1 an Initial
Member otherwise fails to provide or continue to provide non-cash contributions
constituting all or a portion of its required contributions in accordance with
Schedule 1 hereto and the applicable Transaction Agreements between the Company
and such Initial Member and the timeline prescribed hereunder or thereunder for
a period of *** following notice given by the Company or any other Initial
Member of such failure to provide such non-cash contributions (provided that the
Company has not *** prior thereto in accordance with the provisions of this
Agreement), then, such Initial Member shall *** in *** intervals consistent with
the in-kind schedule set forth on Schedule 1 hereto.  If such Initial
Member fails *** (a “Cash Payment Default”), then, the Company or any Initial
Member shall be entitled to pursue any remedies that may be available hereunder
or under the applicable Transaction Agreement between the Company and such
Initial Member or under applicable law against such Initial Member with respect
to such Initial Member’s *** such unsatisfied non-cash contribution, including
without limitation specific performance or a claim for damages hereunder or
under such Transaction Agreement in the amount of any such unsatisfied non-cash
contribution, provided, however, that *** for the same failure by such Initial
Member to satisfy its obligation to pay cash in the amount of any such
unsatisfied non-cash contribution.  If neither the Company nor any
Initial Member elects to pursue any such remedy for such Cash Payment Default
against such Initial Member within *** of such Cash Payment Default, then the
Percentage Interest of such Initial Member shall be proportionately reduced by
*** as compared to such Initial Members total Capital Contributions hereunder
(e.g., if an Initial
Member fails to provide $2,000,000 *** and initial and future *** hereunder are
$10,000,000, then such Initial Member’s Percentage Interest would be reduced by
***).  In the event that any Member’s Percentage Interest is reduced
hereunder, the Units held by such Member concurrently therewith shall be
proportionately reduced, relinquished and cancelled and Annex A shall be revised
to reflect such modifications in accordance with Section 2.1(a)
hereof.
  (d)           For
all in-kind contributions of services to the Company contemplated by this
Section 2.1 and Sections 2.2 and 2.3 hereof, the Initial Member providing such
in-kind contribution of services shall bill the Company for such services and
shall specify in such bill the amount to be paid by the Company (if any) for
such services, *** as in-kind contribution of services provided to the Company
(which shall be reflected in such Initial Member’s Capital Account), in each
case in accordance with the *** as set forth on Schedule 1 hereto or as
otherwise set forth in the applicable Transaction Agreement between the Company
and such Initial Member.  The Company and each Initial Member shall
have the right to request copies of accounting records as reasonably necessary
for purposes of confirming an Initial Member’s actual in-kind
contributions.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 4
  2.2.         HTI
Contributions.
  (a)           In
consideration for its *** Class A Units, HTI shall make the contributions of
property and of the services specified in the HTI Infrastructure Access
Agreement, each as described in Section 2.A. of Schedule 1, and shall also
contribute the additional services specified in Section 2.B. of Schedule 1
pursuant to the HTI Services Agreement, subject to the dollar limitations set
forth in Section 2.2(b), and HTI shall not be required to make any cash Capital
Contributions in consideration for such Class A Units (except in an amount equal
to any unsatisfied non-cash Capital Contribution on the sixth anniversary of the
Effective Date or otherwise prior to such time in accordance with Section
2.1(c)).  The initial Gross Asset Value of the property contributions
described in this Section 2.2(a) is $10,500,000.  Such initial Gross
Asset Value shall be reflected in HTI’s Capital Account.
  (b)           Through
the end of Funding Period 1, HTI shall contribute additional services with a
value in an aggregate amount of $10,900,000, in the form set forth in Section
2.B. of Schedule 1 attached hereto and subject to the terms and conditions of
the HTI Services Agreement.  The aggregate value of the services to be
contributed by HTI pursuant to this Section 2.2(b) (the “HTI Cumulative
Contributions”) shall not exceed $10,900,000.
  (c)           Notwithstanding
anything herein to the contrary, HTI shall not be required to make a
contribution of its services, as otherwise may be required hereunder, at any
time when the Company is in material breach of its obligations under the HTI
Infrastructure Access Agreement or the HTI Services Agreement and either
such  Agreement is properly terminated in connection therewith, except
to the extent that HTI caused the Company’s material breach of such
agreement.
  2.3 QC
Contributions In
consideration for its *** Class B Units, QC shall make cash Capital
Contributions and non-cash contributions to the Company, subject to the
following dollar limitations set forth below in this Section
2.3:
  (a)           QC
shall make a cash Capital Contribution in the amount of $6,000,000 which shall
be made in full *** the Effective Date in U.S. dollars by wire transfer of
immediately available funds to the Company’s account set forth on Exhibit
B.  Such $6,000,000 cash contribution shall be reflected in QC’s
Capital Account.
  (b)           As
of the Effective Date, QC also shall make non-cash Capital Contributions of ***
as described in Section 1.A of Schedule 1 for licensing and contributing to the
Company the rights and assets set forth in the QC Know-How License Agreement
which shall have an initial Gross Asset Value of ***.  Such initial
Gross Asset Value shall be reflected in QC’s Capital Account.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 5
  (c)           Through
the end of Funding Period 1, QC shall contribute additional services to the
Company with a value (determined in accordance with Schedule 1) in an aggregate
amount of ***, in the form set forth in Section 1.B. of Schedule 1 attached
hereto and subject to the terms and conditions of the QC Services Agreement,
provided that the aggregate value of the services to be contributed by QC
pursuant to this Section 2.3(c) shall not exceed ***.
  (d)           Notwithstanding
anything herein to the contrary, QC shall not be required to make contributions
at any time when ***, as applicable, is properly terminated in connection
therewith, except to the extent that ***, as applicable.  The
aggregate value (inclusive of the initial Gross Asset Value of any property
contributed to the Company and the aggregate value of any other contributions to
the Company) of contributions made to the Company by QC pursuant to this Section
2.3 (the “QC
Cumulative Contributions”) shall not exceed ***.
  2.3A       Gross Asset Value
Attributable to Certain In-Kind Contributions.  The
contributions described in Sections 2.2(b) and 2.3(c) will result in an increase
in the Gross Asset Value of Company intangible property equal to the value of
such contributions, as and when such contributions are made; provided however
that in no event shall the aggregate value of the relevant services exceed the
aggregate value of such services as set forth in Sections 2.2(b) and 2.3(c), as
applicable.  Such increases in Gross Asset Value shall be taken into
account in computing adjustments to Members' Capital Accounts in the manner set
forth in Article III, and such contributions shall constitute Capital
Contributions for purposes of Sections 2.1(a), 3.3(c) and 13.1(c), in an amount
equal to the value of such contributions, as and when made; provided however
that in no event shall the aggregate value of the relevant services exceed the
aggregate value of such services as set forth in Sections 2.2(b) and 2.3(c), as
applicable
  2.4          AMACCapital
Contributions.  In consideration for its *** Class C Units,
AMAC shall make Capital Contributions in the amount of $4,000,000 which shall be
made in full *** the Effective Date in U.S. dollars by wire transfer of
immediately available funds to the Company’s account set forth on Exhibit
B.  The aggregate amount of Capital Contributions contributed by AMAC
pursuant to this Section 2.4 (the “AMAC Cumulative
Contributions”) shall not exceed $4,000,000.
  2.4 Additional Capital
Contributions The
Board may elect to solicit the Members to make additional Capital Contributions
to the Company beyond those set forth in Sections 2.2, 2.3 and 2.4 above for use
in acquiring Company assets or in funding Company operations or reserves when
the Company is in need of such funds at such times and consistent with the
Business Plan or other Approved Plan.  Such solicitations for
additional Capital Contributions (other than a Pre-Approved Capital Call under
Section 2.9) shall be subject to the terms of Section 2.8.  Except as
set forth in Sections 2.1(d), 2.2, 2.3, 2.4, 2.9 or otherwise expressly set
forth in this Agreement, under no circumstances shall any Member be obligated to
make Capital Contributions to the Company.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 6
  2.5 Issuance of Additional
Units Upon
Supermajority Approval of the Board and subject to the terms of Section 2.8 (but
expressly excluding the Pre-Approved Capital Call under Section 2.9 which shall
be deemed pre-approved by, and shall require no further approval of, the Board
or Members), the officers of the Company are authorized from time to time to
cause the Company to issue to the Members or other Persons additional Interests
in the Company(such
additional Interests being represented by additional Units of a class as
determined by the Board) in order to raise capital for Company’s operations or
to acquire assets, to redeem or retire Company debt, or for any other valid
Business purposes that is in the best interests of the Company.  Any
issuance of additional Interests to a Person who is not a Member shall be
conditioned on compliance with this Section 2.6 and Section 2.8 and such Person
executing and delivering to the Company a written agreement in form and
substance reasonably satisfactory to the Board whereby such Person agrees to be
bound by the terms of this Agreement.  Upon the issuance of any
additional Interests pursuant to this Section 2.6, Annex A will be amended to
reflect such issuance and the Units issued in respect
thereof.
  2.6 Admission of Additional
Members Upon
Supermajority Approval of the Board and subject to the terms of Sections 2.6 and
2.8, the officers of the Company may admit one or more Persons who are strategic
and/or financial investors as additional Members (“Third Party
Investors”).  Each additional Member shall:  (i)
agree to be bound by the provisions of this Agreement; (ii) execute and deliver
such documents as the Board deems appropriate in connection therewith; and (iii)
contribute to the Company the Capital Contribution agreed upon between the
additional Member and the Board in exchange for Units.  The Initial
Members shall coordinate with each other prior to finalizing any material term
sheets relating to any such Third Party Investor’s investment in the Company,
and no offer shall be made to any Third Party Investor except upon Supermajority
Approval of the Board.
  2.7 Preemptive
Rights.
  (a)           Subject
to clause (f) below, the officers of the Company shall not solicit capital
contributions or issue any Interests (or Units) in the Company therefor unless
it first delivers to each Initial Member (each such Initial Member being
referred to in this Section 2.8 as a “Buyer”) a written
notice (the “Notice of
Proposed Issuance”) specifying the type and amount of such capital
contributions and Interests (or Units) that Company then intends to issue
therefor (the “Offered
Interests”), all of the material terms, including the price (cash or
non-cash) upon which Company proposes to issue the Offered Interests and stating
that the Buyers shall have the right to purchase the Offered Interests in the
manner specified in this Section 2.8 for the same price per share and in
accordance with the same terms and conditions specified in such Notice of
Proposed Issuance, provided, that if such price consists of non-cash
consideration, a Buyer may purchase the Offered Interest with the same type and
amount of non-cash consideration described in such Notice of Proposed Issuance
or, may instead (at the election of such Buyer), pay for such Offered Interests
with the cash equivalent of such price.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 7
  (b)           During
the *** Business Day period commencing on the date Company delivers to all of
the Buyers the Notice of Proposed Issuance (the “*** Period”), the
Buyers shall have the option to purchase up to all of the Offered Interests at
the same price and upon the same terms and conditions specified in the Notice of
Proposed Issuance. Each Buyer electing to purchase Offered Interests must give
written notice of its election to Company prior to the expiration of the ***
Period.
  (c)           Each
Buyer shall have the right to purchase up to that percentage of the Offered
Interests equal to the Percentage Interest in the Company then held by such
Buyer. The amount of such Offered Interests that each Buyer is entitled to
purchase under this Section 2.8 shall be referred to as its “Proportionate
Share.”
  (d)           In
the event that any Buyer elects not to purchase its full Proportionate Share of
the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the
Company shall deliver to all of the other Buyers  a written notice
(the “Oversubscription
Notice”) specifying the total number of Offered Interests not so
purchased (the “Remaining Offered
Interests”) within *** Business Days following the expiration of the ***
Period set forth in Section 2.8(b) above.   Each such Buyer shall
have a right of oversubscription to purchase up to the balance of such Offered
Interests not so purchased at the same price and on the same terms and
conditions set forth in the original Notice of Proposed
Issuance.   Each such  Buyer who receives an
Oversubscription Notice must exercise its right of oversubscription by giving
the Company  written notice of its election  during the ***
Business Day period following its receipt of the Oversubscription Notice. If, as
a result thereof, such oversubscription elections exceed the total number of the
Offered Interests available in respect to such oversubscription privilege, the
oversubscribing Buyers shall be cut back with respect to oversubscriptions on a
pro rata basis in accordance with their relative Proportionate Shares or as they
may otherwise agree among such oversubscribing Buyers.
  (e)           If
all of the Offered Interests have not been purchased by the Buyers pursuant to
the foregoing provisions, then General Manager shall have the right, until the
expiration of *** days commencing on the first day immediately following the
expiration of the *** Period, to issue the Offered Interests not purchased by
the Buyers at not less than, and on terms no more favorable in any material
respect to the purchaser(s) thereof than, the price and terms specified in the
Notice of Proposed Issuance. If such remaining Offered Interests are not issued
within such period and at such price and on such terms, the right to issue in
accordance with the Notice of Proposed Issuance shall expire and the provisions
of this Agreement shall continue to be applicable to the Offered
Interests.
  (f)           Notwithstanding
the foregoing, the rights described in this Section 2.8 shall not apply with
respect to the issuance of Excluded Securities.  For purposes of this
Section 2.8, “Excluded
Securities” shall mean any Interests in the Company (i) issued in
connection with the ***, whether by the *** or otherwise, which has been
Approved by the Board and/or Members, to the extent that Approval of the Board
and/or Approval of the Members, including Supermajority Approval of the Board
and/or Supermajority Approval of the Members, is required hereunder, (ii) issued
as part of an ***, and (iii) issued to financial institutions, financial
syndicates or lessors in connection with bona fide commercial credit
arrangements, equipment financings, or similar transactions for primarily other
than equity financing purposes not exceeding cumulatively (including all prior
issuances of Interests (or Units) that are Excluded Securities pursuant to this
Section 2.8(f)(iii)) in the aggregate *** of the aggregate Percentage Interests
then outstanding and which have been Approved by the Board and/or Members, to
the extent that Supermajority Approval or Approval of the Board and/or
Supermajority Approval or Approval of the Members is required
hereunder.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 8
  2.8
              Stand-by Equity
      Commitment.
  (a)           In
the event the ***, the Company is hereby authorized to demand a capital increase
(or series of capital increases) of up to a total of $2,000,000 in Interests in
the Company (the “Pre-Approved Capital
Call”) from the Initial Members.  In the event that Company
demands a Pre-Approved Capital Call, Company shall deliver to each Initial
Member a written notice (the “Notice of Pre-Approved
Capital Call”) specifying the amount of such capital contributions
demanded and the Interests that Company then intends to issue
therefor.  During the *** Business Day period commencing on the date
Company delivers to all of the Initial Members the Notice of Pre-Approved
Capital Call, each Initial Member shall have the obligation to subscribe to its
pro rata share of such capital increase (or series of increases) in cash in an
amount equal to its Percentage Interest of the Interests being issued at the
same price and upon the same terms and conditions specified in the Notice of
Pre-Approved Capital Call.  Each Initial Member shall confirm its
obligation to purchase Interests in a Pre-Approved Capital Call by giving
written notice of its confirmation to the Company prior to the expiration of
such *** Business Day period.
  (b)           In
the event any Initial Member (a “Defaulting Party”)
fails to meet any such capital call associated with a Pre-Approved Capital Call
as reasonably determined by the Supermajority Approval of the Board, then the
Company may seek specific performance by such Defaulting Party or a claim for
damages against such Defaulting Party, or the non-defaulting Initial Members
may, (i) elect to cover such shortfall and subscribe pro rata in accordance with
their relative Percentage Interests (as of immediately prior to the subscription
provided in this Section 2.9(b)) for such number of additional Interests
(represented by Units of the same class as is set forth next to such Initial
Member's name in Annex A hereto) necessary to make up the shortfall caused by
the Defaulting Party’s failure to subscribe for the Interests, and all such
additional Interests subscribed for in the Pre-Approved Capital Call pursuant to
this Section 2.9 shall be issued at an issuance price equal to a *** discount to
the lower of (a) $1,000 per Unit or (b) the issue price established by
Supermajority Approval of the Board for the Interests to be issued pursuant to
such Pre-Approved Capital Call (determined without regard to such discount); and
(ii) seek amounts paid by such non-defaulting Initial Member from the Defaulting
Party.  If the other non-defaulting Initial Members do not elect to
fully fund such shortfall arising from the Defaulting Party’s failure to meet
such Pre-Approved Capital Call, such non-defaulting Initial Members and the
Company shall have the right to wind-up the Company pursuant to Section 12.1(a)
and exercise any other remedies that may be available hereunder or under
applicable law and shall retain all available legal remedies as against the
Defaulting Party with respect the Defaulting Party’s failure to meet its
obligation to subscribe to its pro rata share of the Pre-Approved Capital Call,
subject to the limitations of liability in Section
5.10.  Notwithstanding the foregoing, (i) QC shall not have any
obligation to meet capital calls associated with a Pre-Approved Capital Call as
described above in the event that the Company materially breaches the QC
Services Agreement or the QC Know-How License Agreement, except to the extent
that QC caused the Company’s material breach of the QC Engineering Services
Agreement or the QC Know How License Agreement(ii) HTI shall not have
any obligation to meet capital calls associated with a Pre-Approved Capital Call
as described above in the event that the Company materially breaches the HTI
Infrastructure Access Agreement or the HTI Services Agreement and such agreement
is properly terminated in connection therewith, except to the extent that HTI
caused the Company’s material breach of such agreement, and (iii) AMAC shall not
have any obligation to meet capital calls associated with a Pre-Approved Capital
Call as described above in the event that the Company materially breaches the
AMAC Reseller Agreement, except to the extent that AMAC caused the Company’s
material breach of the AMAC Reseller Agreement.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 9
  (c)           Additional
subscriptions for Interests by a Member under this Section 2.9 shall be
evidenced by the issuance of additional Units to such Member (corresponding to
the amount of such Interests subscribed for) in the same class as the Units set
forth next to each such Member on Annex A.
  2.9 Loans by
Members The
Board may elect to solicit Members to loan funds to the Company for use in
acquiring Company assets or in funding Company operations or reserves when the
Company is in need of such funds.  Under no circumstances shall
Members be obligated to make loans to the Company.  The terms of a
loan, including but not limited to, the interest rate, term, security and
prepayment rights, shall be as agreed upon by the Supermajority Approval of the
Board to the extent required pursuant to Section 5.5, the Supermajority Approval
of the Members pursuant to Section 5.6 and the Members making such
loans.  Any such loan or advance made by a Member shall not be an
increase in the Capital Account of the Member making the loan and the aggregate
amount of all such advances shall be a debt obligation of the Company to the
Member.
  ARTICLE
III
  CAPITAL
ACCOUNTS; BOOK ALLOCATIONS; DISTRIBUTIONS
  3.1 Capital
Accounts There
shall be established for each Member on the books of the Company as of the
Effective Date, or such later date on which such Member is admitted to the
Company, a capital account (each being a “Capital
Account”).  The Capital Account of each Member shall be
credited with the Capital Contributions made (or deemed to have been made) by
such Member, increased by any allocation of Profits (or items thereof) or
assumption of liabilities and by any additional Capital Contributions by that
Member, and shall be reduced by any allocation of Losses (or items thereof), any
liabilities of a Member assumed by the Company and by any distribution to that
Member. Capital Accounts shall be appropriately adjusted to reflect Transfers of
all or part of a Member’s Interests.  Interest shall not be payable on
Capital Account balances.  Schedule 3.1 hereto lists each Member's
Capital Account on the Effective Date.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 10
  3.2          Return of Capital
Contributions.  Except as provided in and subject to Section
3.3 (Distributions) and Article XII (Wind-Up Events; Termination Events), no
Member shall have any right to withdraw, or receive any return of, all or any
portion of such Member’s Capital Contributions.
  3.3
              Distributions.
  (a)           Ordinary
Distributions.  Subject to Sections 3.3(a)(ii) and (iii), the
Company shall make Ordinary Distributions in such amounts and at such times as
the Board shall determine from time to time. If Ordinary Distributions are to be
made of securities or other assets owned by the Company, in kind, the Board
shall determine in good faith the fair market value of such securities and other
assets. Ordinary Distributions shall be made among the Members in proportion to
their respective Percentage Interests.
  (i)              No
distributions shall be made pursuant to this Section 3.3(a), or pursuant to
Sections 3.3(b) and 3.3(c) below, to the extent that, after the distribution is
made, the liabilities of the Company (other than liabilities for which recourse
of creditors is limited to specific assets of the Company) would exceed the fair
market value of the Company’s assets (net of any liabilities to which those
assets may be subject).
  (ii)             Following
the *** anniversary of the Effective Date, the Company’s distribution policy
shall be to distribute all available free cash flow of the Company after
consideration of the subsequent year’s capital and operating budgets (the “Distribution
Policy”).  Any changes to the Distribution Policy shall be
subject to the Supermajority Approval of the Members as provided in Section
5.6.
  (iii) Prior to
the *** anniversary of the Effective Date, *** shall be made pursuant to Section
3.3(a) *** the Supermajority Approval of the Members.
  (b)   Tax
Distributions.  To the extent the Company has available cash
(as determined by the Board), prior to any distribution pursuant to Section
3.3(a) or Section 3.3(c), the Company will make cash distributions (“Tax Distributions”)
to each Member at such times during the calendar year as the Board determines
(provided that the Company shall be required, so long as it has available cash,
to make Tax Distributions to the Members to satisfy their estimated (as
estimated by the Company in good faith) and final income tax liabilities
resulting from income generated by the Company for each taxable year), in an
aggregate amount equal to the product of (i) forty percent (40%) and (ii) the
amount of taxable income allocated to (or reasonably expected to be allocated
to) such Member in or with respect to such taxable year. All Tax Distributions
made to a Member are intended to be advance distributions of amounts that
otherwise would have been distributed to such Member pursuant to Sections 3.3(a)
and 3.3(c).  Accordingly, once a Tax Distribution has been made to a
Member under this Section 3.3(b), all amounts thereafter that otherwise would
have been distributed to such Member pursuant to Sections 3.3(a) and 3.3(c)
shall not be distributed to such Member until the aggregate amount of such
distributions that such Member otherwise would have received pursuant to
Sections 3.3(a) and 3.3(c) had no Tax Distributions been made equals the
aggregate amount of the Tax Distributions made to such Member pursuant to this
Section 3.3(b).  Except as described in the following sentence, the
Members will have no obligation to re-contribute Tax Distributions to the
Company.  Upon liquidation of the Company or liquidation of a Member’s
interest in the Company (within the meaning of Section 1.704-1(b)(2)(ii)(g) of
the Regulations), each Member (in the case of the liquidation of the Company) or
the liquidating Member (in the case of a liquidation of a Member’s interest) is
obligated to contribute cash to the Company in the amount of the excess, if any,
of the aggregate amount of Tax Distributions made to such Member over the
aggregate amount of the distributions that such Member otherwise would have
received pursuant to Sections 3.3(a) and 3.3(c) had no Tax Distributions been
made.  For the avoidance of doubt, the restrictions set forth in
Section 3.3(a)(iii) shall not apply to Tax Distributions.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 11
  (c)           Capital Event
Distributions.  Subject to Section 13.1(b), any Capital Event
Distributions shall be made among the Members first in the amount of and in
proportion to their respective Unreturned Capital Contributions and then in
proportion to their respective Percentage Interests.
  3.4 Allocations of Profits and
Losses Profits.  After
application of Sections 3.5, 3.6 and 3.7, Profits for each Fiscal Year or other
taxable period shall be allocated among the Members in the following order and
priority:
  (i)           First,
to the Members in proportion to and to the extent of the excess, if any, of (A)
the cumulative Losses allocated to each Member pursuant to Section 3.4(b)(ii)
for all prior Fiscal Years or other applicable periods over (B) the cumulative
Profits allocated to such Member pursuant to this Section 3.4(a)(i) for all
prior Fiscal Years or other applicable periods; and
  (ii)           Thereafter,
the balance of the Profits, if any, shall be allocated to the Members pro rata
in accordance with their respective Percentage Interests.
  (b)           Losses. After
application of Sections 3.5, 3.6 and 3.7, Losses for each Fiscal Year or other
taxable period shall be allocated among the Members in the following order and
priority:
  (i)    
       First, to the Members in proportion to
the excess, if any, of (A) the cumulative Profits allocated to each Member
pursuant to Section 3.4(a)(ii) for all prior Fiscal Years or other applicable
period, over (B) the cumulative Losses allocated to each Member pursuant to this
Section 3.4(b)(i) for all prior Fiscal Years or other applicable periods;
and
  (ii)           Then,
to each Member in proportion to and in the amount of its respective ***;
and
  (iii)          Thereafter,
the balance of the Losses, if any, shall be allocated to the Members pro rata in
accordance with their respective Percentage Interests.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 12
  3.5 Special
Allocations .  The
following special allocations shall be made in the following
order:
  (a)           Qualified Income
Offset.  In the event any Member unexpectedly receives any
adjustments, allocations or distributions described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5), or (6), then items of Company income and gain
shall be specially allocated to such Member in an amount and manner sufficient
to eliminate, to the extent required by the Regulations promulgated under
Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital
Account created by such adjustments, allocations or distributions as quickly as
possible unless such deficit balance is otherwise eliminated pursuant to Section
3.5(b) or (c).  This Section 3.5(a) is intended to qualify and be
construed as a “qualified income offset” within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.
  (b)           Minimum Gain
Chargeback.  If there is a net decrease in “partnership minimum
gain” (as that term is defined in Sections 1.704-2(b)(2) and 1.704-2(d) of
the Regulations) during any Fiscal Year or other taxable period, each Member
shall, to the extent required by Section 1.704-2(f) of the Regulations, be
specially allocated items of Company income and gain for such Fiscal Year or
other taxable period (and, to the extent required by Section 1.704-2(j)(2)(iii)
of the Regulations, subsequent Fiscal Years or taxable periods) in an amount
equal to that Member’s share of the net decrease in partnership minimum
gain.  Allocations pursuant to the previous sentence shall be made in
accordance with Section 1.704-2(f)(6) of the Regulations.  This
Section 3.5(a) is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(f) of the Regulations and shall be
interpreted consistently therewith.
  (c)           Member Minimum Gain
Chargeback.  If there is a net decrease in “partner nonrecourse
debt minimum gain” (as that term is defined in Sections 1.704-2(i)(2) and
(3) of the Regulations) during any Fiscal Year or other taxable period, each
Member who has a share of that partner nonrecourse debt minimum gain as of the
beginning of the Fiscal Year or other taxable period shall, to the extent
required by Section 1.704-2(i)(4) of the Regulations, be specially
allocated items of Company income and gain for such Fiscal Year or taxable
period (and, if necessary, subsequent Fiscal Years or taxable periods) equal to
that Member’s share of the net decrease in partner nonrecourse debt minimum
gain.  Allocations pursuant to the previous sentence shall be made in
accordance with Section 1.704-2(i)(4) of the Regulations.  This
Section 3.5(b) is intended to comply with the requirement in
Section 1.704-2(i)(4) of the Regulations and shall be interpreted
consistently therewith.
  (d)           Nonrecourse
Deductions.  “Nonrecourse deductions” (as that term is defined
in Sections 1.704-2(b)(1) and (c) of the Regulations) for any Fiscal Year
or other taxable period shall be specially allocated to the Members in
proportion to the number of Units each holds.
  (e)           Member Nonrecourse
Deductions.  “Partner nonrecourse deductions” (as that term is
defined in Section 1.704-2(i) of the Regulations) for any Fiscal Year or
other taxable period shall be specially allocated to the Member who bears the
economic risk of loss with respect to the “partner nonrecourse debt” (as that
term is defined in Section 1.704-2(b)(4) of the Regulations) to which such
partner nonrecourse deductions are attributable, in accordance with Regulations
Section 1.704-2(i)(1).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 13
  (f)           Section 754
Adjustments.  To the extent an adjustment to the adjusted tax
basis of any Company asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken
into account in determining Capital Accounts, the amount of such adjustment to
Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such
basis) and such gain or loss shall be specially allocated to the Members in a
manner consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.
  3.6 Other Special
Allocations .  For
any Fiscal Year or other taxable period, each Member that makes a contribution
described in Section 2.2(b) or 2.3(c) shall be specially allocated items of book
gain attributable to the increases in Gross Asset Value of the Company's assets
resulting from such contributions (as such increases are described in Section
2.3A) in an amount equal to the value of such contributions made by such
Member.
  3.7 Curative
Allocations The
allocations set forth in Section 3.5 (the “Regulatory
Allocations”) are intended to comply with certain requirements of the
Regulations.  It is the intent of the Members that, to the extent
possible, all Regulatory Allocations that are made be offset either with other
Regulatory Allocations or with special allocations pursuant to this
Section 3.7.  Therefore, notwithstanding any other provision of
this Article III (other than the Regulatory Allocations), the Board shall make
such offsetting special allocations in whatever manner it determines appropriate
so that, after such offsetting allocations are made, each Member’s Capital
Account balance is, to the extent possible, equal to the Capital Account balance
such Member would have had if the Regulatory Allocations were not part of the
Agreement and all Company items were allocated pursuant to Section
3.4.  In exercising its discretion under this Section 3.7, the Board
shall take into account future Regulatory Allocations under Sections 3.5(a) and
3.5(b) that, although not yet made, are likely to offset other Regulatory
Allocations previously made under Sections 3.5(c) and 3.5(d).
  3.8 Other Allocation
Rules (a)           For
purposes of determining the Profits, Losses, or any other items allocable to any
taxable period, Profits, Losses, and any such other items shall be determined on
a daily, monthly, or other basis, as determined by the Board using any
permissible method under Code Section 706 and the Regulations
thereunder.
  (b)           Except
as otherwise provided in this Agreement, all items of Company income, gain,
loss, deduction, and any other allocations not otherwise provided for shall be
divided among the Members in the same proportions as they share Profits or
Losses, as the case may be, for the Fiscal Year or other taxable
period.
  (c)           To
the extent a taxing authority successfully asserts that any deduction claimed by
a Member in such Member's capacity as other than a Member of the Company is
properly allowed to the Company (and not to the Member in its capacity as other
than a Member), then the Member shall be treated as having made a Capital
Contribution in the amount of such deduction, and shall be specially allocated
such deduction in such amount.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 14
  (d)           The
Members are aware of the income tax consequences of the allocations made by
Article III of the Agreement and hereby agree to be bound by such provisions in
reporting their shares of Company income and loss for income tax
purposes.
 
 (e)           Solely
for purpose of determining a Member’s proportionate share of the “excess
nonrecourse liabilities” of the Company within the meaning of Regulation Section
1.752-3(a)(3), each Member’s interest in the Company’s profits shall be such
Member’s Percentage Interest.
 
 (f)           To
the extent permitted by Regulation Section 1.704-2(h)(3), the Board shall
endeavor to treat distributions as having been made from the proceeds of a
nonrecourse liability or a partner nonrecourse debt only to the extent that such
distributions would cause or increase a deficit in an Adjusted Capital Account
for any Member.
 
 3.9 Tax
Allocations:  Code Section 704(c) (a)           In
accordance with Code Section 704(c) and the Regulations thereunder, income,
gain, loss, and deduction with respect to any property contributed to the
capital of the Company shall, solely for tax purposes, be allocated among the
Members so as to take account of any variation between the adjusted basis of
such property to the Company for federal income tax purposes and its initial
Gross Asset Value.
  (b)           In
the event the Gross Asset Value of any Company asset is adjusted pursuant to
clauses (i), (ii), or (iii) of the definition of Gross Asset Value, subsequent
allocations of income, gain, loss, and deduction with respect to such asset
shall take account of any variation between the adjusted basis of such asset for
federal income tax purposes and its Gross Asset Value in the same manner as
under Code Section 704(c) and the Regulations thereunder.
  (c)           Any
elections or other decisions relating to such allocations shall be made by the
Board.  Allocations pursuant to this Section 3.8 are solely for
purposes of U.S. federal, state, and local taxes and shall not affect, or in any
way be taken into account in computing, any Member’s Capital Account or share of
Profits, Losses, other items, or distributions pursuant to any provision of this
Agreement.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 15
  3.10 Tax
Withholding (a)           The
Company shall withhold and/or pay over to the Internal Revenue Service or other
applicable taxing authority all taxes or withholdings, and all interest,
penalties, additions to tax, and similar liabilities in connection therewith or
attributable thereto (hereinafter “Withheld Taxes”) to
the extent that the Tax Matters Member in good faith determines that such
withholding and/or payment is required by the Code or any other law, rule, or
regulation.  The Tax Matters Member in good faith shall determine to
which Member such Withheld Taxes are attributable.  For example,
Withheld Taxes measured with respect to a Member’s distributive share of the
Company’s income, gain, or other Company item would be attributable to such
Member.  All Withheld Taxes withheld and/or paid over that are
attributable to a Member shall, at the option of that Member (or the Tax Matters
Member if the Member fails to exercise such option), (i) be promptly paid to the
Company by the Member on whose behalf such advances of Withheld Taxes were made
or (ii) be considered a loan (a “Withholding Loan”) by
the Company to such Member.  Whenever the option set forth in clause
(ii) of the immediately preceding sentence is selected, the borrowing Member
shall repay such Withholding Loan within *** after the Tax Matters Member
delivers a written demand therefor, together with interest from the date such
loan was made until the date of the repayment thereof at a rate per annum equal
to two percent (2%) plus the prime interest rate of JPMorgan Chase & Co. (or
its successor) in effect during such period (or, if less, the maximum interest
rate allowed under applicable law).  In addition to any other rights
of the Company to enforce its right to receive payment of the Withholding Loan,
plus any accrued interest thereon, the Company may deduct from any distribution
to be made to a borrowing Member or any amount available for distribution to a
borrowing Member an amount not greater than the outstanding balance of any
Withholding Loan, plus any accrued interest thereon, as a payment in total or
partial satisfaction thereof.  In the event that the Company deducts
the amount of the Withholding Loan plus any accrued interest thereon from any
actual distribution or amount otherwise available to be distributed, the amount
that was so deducted shall be treated as an actual distribution to the borrowing
Member for all purposes of this Agreement and the Member shall be treated as
having repaid to the Company the amount withheld immediately after such
distribution in satisfaction of the loan.  With respect to any amounts
not offset pursuant to the immediately preceding sentence, the maturity of such
Withholding Loan shall be the dissolution of the Company or *** after the
delivery of a written demand for satisfaction of the loan by the Tax Matters
Member.
  (b)           If
any amount payable to the Company is reduced because the Person paying that
amount withholds and/or pays over to the Internal Revenue Service or other
applicable taxing authority any amount as a result of the status of a Member,
the Tax Matters Member shall make such adjustments to amounts distributed and
allocated among Members as it determines to be fair and
equitable.  For example, if a portion of interest income earned by the
Company is withheld by the payor and paid over to the Internal Revenue Service
because a particular Member is a non-U.S. Person, the Tax Matters Member shall
include such withheld and paid over amount in computing amounts available for
distribution to the Members pursuant to Section 3.2 and treat such withheld
and paid over amount as if that amount were distributed to the Member in
satisfaction of whose tax liability such amount was withheld and paid
over.
  3.11 Successors in
Interest If
a Member Transfers all or part of its Interest, references in this Article III
to amounts previously contributed by such Member or to amounts previously
allocated or distributed to such Member shall refer to the transferee to the
extent they pertain to the Transferred Interest.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 16
  ARTICLE
IV
  MEMBERS
  4.1
              Members
      Rights.
  (a)           Voting
Rights.  All action required or permitted to be taken by the
Members pursuant to this Agreement shall be duly taken if Approved by the
Members holding an aggregate of Units representing a majority of the Units
entitled to vote thereon, unless Supermajority Approval of the Members is
required pursuant to Section 5.6. Except with respect to matters that are
expressly designated by this Agreement as class votes, each holder of Units
shall be entitled to vote on all matters to come before the Members and each
Unit shall be entitled to one vote.
  (b)           No Authority to Bind
Company.  No Member as such shall have authority or take any
action to bind the Company.
  (c)           No Compensation to
Members.  No Member shall be entitled to receive any
compensation or reimbursement from the Company with respect to the Member’s
activities in connection with or on behalf of the Company, except as otherwise
provided herein or in the Transaction Agreements, or as may be otherwise
Approved by the Board and Approved by the Members by Supermajority Approval
pursuant to Section 5.6.
  4.2
              Members
      Meetings.
  (a)           Meetings.  Meetings
of the Members may be called at any time upon request of an Initial Member or
the Board; provided, however, that no Initial Member may request more than ***
such meetings in any calendar quarter without the consent of the holders of a
majority of the ***.
  (b)           Quorum.  The
presence of representatives of a majority of the Units entitled to vote at such
meeting shall constitute a quorum for Member’s meetings.  A quorum
must be present at the beginning of and throughout each meeting.
  (c)           Place of
Meetings.  Subject to Section 4.4, meetings of the Members
shall take place at the Company’s principal place of business unless an
alternate location is set forth by the General Manager upon written notice to
the Members pursuant to Section 4.2 (d) below.
  (d)           Notice.  Whenever
Members are required or permitted to take action at a meeting, written or
printed notice stating the place, date, time, and the purpose or purposes of
such meeting, shall be given to each Member entitled to vote at such meeting not
less than *** nor more than *** days before the date of the
meeting.  All such notices shall be delivered, either personally
(whether orally or in writing), by telephone, including a voice messaging system
or other system or technology designed to record and communicate messages,
facsimile, telegraph or telex, or by electronic mail or other electronic means,
or by mail, by or at the direction of the Board or the General Manager, and if
mailed, such notice shall be deemed to be delivered when deposited in the U.S.
mail, postage prepaid, addressed to the Member at such Member’s address as it
appears on the records of the Company.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 17
  4.3 Action Without a
Meeting Any
action required or permitted to be taken by the Members may be taken without a
meeting, without notice and without a vote if a consent in writing (including by
electronic transmission), describing the action taken, is signed by the Members
owning not less than the minimum number of Units that would be necessary to
authorize or take such action at a meeting at which all Units entitled to vote
thereon were present and voted; ***.  For the avoidance of doubt,
being *** for purposes of this Section 4.3 and 5.4(e) means that the particular
subject matter or action was *** at a meeting and not that any specific *** for
such action or matter were *** the Board for *** or ***.  All actions
by written consent shall be included in the minutes of the Members’
meetings.  Notwithstanding anything to the contrary herein, the
Company shall provide written notice to all non-consenting Members describing
any action taken by the Members without a meeting as soon as reasonably
practicable after such action is taken, but in no event later than *** days
after such action is taken.
  4.4 Meetings by
Telephone Meetings
of the Members may be held by telephone conference or by any other means of
communication by which all participants can hear each other simultaneously
during the meeting, and such participation shall constitute presence in person
at the meeting.
  4.5 Minutes of
Meetings A
designee of the Members shall keep written minutes of any meeting of Members,
including the results of any votes taken.
  4.6 Waiver of
Notice When
any notice is required to be given to any Member, a waiver thereof in writing
signed by the Member entitled to such notice, whether before, at, or after the
time stated therein, shall be equivalent to the giving of such
notice.  Attendance at a meeting shall constitute waiver of notice of
the meeting unless the Member at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting.
  4.7 Conflicts of
Interest A
Member may lend money to and transact other business with the Company subject to
the Approval of the Board (or Supermajority Approval of the Board if required
under Section 5.5) and the Supermajority Approval of the Members.  The
rights and obligations of a Member who lends money to or transacts business with
the Company are the same as those of a Person who is not a Member, subject to
other applicable law.
  4.8           Conflict of Interest with
***.  In the event that *** (i) acquires a direct ownership
interest in excess of *** in a *** of the Company, (ii) such Member actively ***
and *** (through being *** involved in the *** or *** of such *** or as the ***
of the *** and *** of) such ***, and (iii) there would be a direct ***, as
determined in good faith by counsel to the Company, with respect to a particular
matter or action requiring Supermajority Approval of the Members as set forth in
Section 5.6 or Supermajority Approval of the Board as set forth in Section 5.5
(but in each case solely to the extent that there is an actual material conflict
of interest with respect to such matter or action and solely with respect to the
particular item for which there is such a conflict of interest), then such
Member (or its designated Director(s), as applicable) would abstain from the
vote or approval with respect to such matter or action (or particular item, as
appropriate) and, for purposes of Approval of such matter or action only, a
majority of the remaining Members or Directors, as applicable, would constitute
Supermajority Approval of the Members or Supermajority Approval of the Board, as
applicable, with respect to such action or matter.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 18
  ARTICLE
V
  MANAGEMENT
AND OPERATIONS
  5.1 Power and Authority of
Members The
Members shall manage the Company only through their designated Directors on the
Board and, except for the right to (i) appoint Directors pursuant to Section 5.3
and (ii) vote on certain matters as provided in Section 5.6 (or as otherwise
expressly provided in this Agreement), the Members, in their capacity as such,
shall have no authority or right to act on behalf of or bind the Company in
connection with any matter.
  5.2 Power and Authority of
Directors The
business and affairs of the Company shall be managed by or under the direction
of the Board of Directors (the “Board”), except as
expressly permitted in this Agreement.  Except with respect to matters
requiring Supermajority Approval of the Members as provided in Section 5.6, the
Board shall have the power on behalf and in the name of the Company to carry out
any and all of the objects and purposes of the Company contemplated by Section
1.6 and to perform all acts or delegate such authority which they may deem
appropriate, necessary or advisable in connection therewith.  The
Board shall be the “manager” of the Company for purposes of the Delaware LLC
Act.  To the extent that Approval is required under this Agreement, no
individual Director or Member, nor any officer, employee or agent of the
Company, nor any other Person, shall take any actions on behalf of the Company
without such Approval.
  5.3 Board of
Directors (a)           Directors
shall be elected by and serve at the discretion of the Class A, Class B and
Class C Members as set forth below.  The Board shall consist of not
less than *** and not more than *** Directors.  Except as otherwise
set forth in this Section 5.3, Board seats will in general be conferred on a
pro-rata basis based on a Member’s Percentage Interest, subject to a minimum of
*** for *** Percentage Interest of ***; provided that *** shall be entitled to
nominate at least *** Director so long as it maintains a minimum Percentage
Interest of at least *** percent *** (as adjusted for conversions, Unit splits
and the like) and fulfills its *** if called upon to do so by the Board under
Section 2.9 of this Agreement.  The initial Board shall have ***
natural persons, *** of whom shall be designated by HTI (the “Class A Directors”),
*** of whom shall be designated by QC (the “Class B Directors”)
and *** of whom shall be designated by AMAC (the “Class C
Director”).  In the event that an Initial Member fails to
maintain its initial Percentage Interest but fulfills its pro rata portion of
any Pre-Approved Capital Call if called upon to do so by the Board under Section
2.9 of this Agreement, such Initial Member shall be allowed *** so long as such
Initial Member maintains a minimum Percentage Interest of at least
***.  Notwithstanding the foregoing, the Board, in the exercise of its
reasonable discretion, shall have the right to recuse *** from participating in
any portion of any meeting of the Board (or any committee thereof) and shall
have the right to restrict *** access to any information or materials to the
extent such meeting or information or materials (i) relates to issues where ***
between the Initial Member who appointed such *** and the Company or any of the
Company’s Subsidiaries or Affiliates or (ii) otherwise constitutes ***,
information or discussion (including *** and proposals and other *** information
or data) the disclosure to, or use of which by, the Member who appointed *** or
any of its Affiliates could reasonably be expected to be *** to the interests
of, or jeopardize in any material respect the competitive position of, the
Company or any of its Affiliates or Subsidiaries, in each case as determined by
the Board in its reasonable discretion.  The Directors as of the date
of this Agreement are set forth on Schedule 5.3 hereto.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 19
  (b)           The
Class A, Class B and Class C Members may elect an alternate Director to act for
and fulfill the obligations of their respective Directors in the event that
their Director(s) is unable to attend any meeting of the Board or any committee
thereof.  Any such alternates are listed on Schedule 5.3, or if
appointed after the date hereof, shall be specified in writing by the electing
Member to the General Manager.  Any appointment of an alternate
Director or Observer may be changed by the electing Member by providing written
notice of such change to the General Manager.
  (c)           No
Person shall be elected or appointed a Director, alternate Director or Observer
if that Person is less than 18 years of age, is of unsound mind and has been
found so by a court, is not an individual, or has filed for bankruptcy or for
similar protection from creditors within the prior five years.  Any
Director appointed pursuant to this Section 5.3, and any alternate acting for
such Director, shall assume the powers, duties and obligations of a Director as
provided under this Agreement and shall be subject to the terms
hereof.  Any Person appointed as a Director and any alternate shall be
deemed to have agreed to accept such Director’s rights and authority hereunder
and to perform and discharge such Director’s duties and obligations hereunder by
performing any act in the capacity of Director hereunder (including but not
limited to participating in any meeting of the Board or executing any written
consent of the Board), and such rights, authority, duties and obligations
hereunder shall continue until such Director’s successor is designated or until
such Director’s earlier resignation or removal in accordance with this
Agreement.
  (d)           By
a majority vote of the Class A Units, (i) any one or all of the Class A
Directors may at any time, by notice to the Company and the other Members, be
removed, with or without cause, and (ii) any vacancy on the Board caused by the
removal, resignation or death of a Class A Director may be filled. By a majority
vote of the Class B Units, (i) any one or all of the Class B Directors may at
any time, by notice to the Company and the other Members, be removed, with or
without cause, and (ii) any vacancy on the Board caused by the removal,
resignation or death of a Class B Director may be filled.  By a
majority vote of the Class C Units, (i) any Class C Director may at any time, by
notice to the Company and the other Members, be removed, with or without cause,
and (ii) any vacancy on the Board caused by the removal, resignation or death of
a Class C Director may be filled.  Upon election of a Director, the
electing Member shall, in a notice to the other Members, in each case set forth
that Director’s business address and telephone number. Such Member shall give
notice to the other Members promptly upon being informed of any change in the
business address or telephone number of any of the Directors elected by such
Member.  Any director may resign at any time by giving written notice
to the General Manager. Such resignation shall take effect at the time specified
in such notice or, if the time be not specified, upon receipt thereof by the
General Manager.  Unless otherwise specified therein, acceptance of
such resignation shall not be necessary to make it effective. In the event of
the death, disability, resignation or removal of any Director, the Member which
designated such director shall designate his or her replacement.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 20
  5.4 Meetings (a)           The
quorum for meetings of the Board shall be at least ***.  A quorum must
be present at the beginning of and throughout each meeting.  If within
one hour of the time appointed for a meeting a quorum is not present, the
Directors that are present may determine to reschedule such
meeting.  A notice to that effect shall be given to each Director not
less than *** prior to the rescheduled meeting.  Notice of the time
and place of all meetings of the Board shall be delivered orally or in writing,
by telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, facsimile, telegraph or telex, or
by electronic mail or other electronic means, during normal business hours. If
such notice is sent by U.S. mail, it shall be sent by first class mail, charges
prepaid, at least *** before the date of the rescheduled meeting. If at such
rescheduled meeting a quorum is not present within one hour from the time
appointed for such rescheduled meeting, any *** Directors present in person
shall constitute a quorum; provided, however, that no such quorum may take any
action requiring Supermajority Approval of the Board and such quorum shall
include at least ***.
  (b)           The
Board shall meet at a minimum on a *** basis at such venue and on the dates and
at the times determined by the Board.  The Board may meet at such
other times as any Class A Director or Class B Director may request; provided,
however, that the Class A Directors (as a group) may not request more than ***
such meetings in any calendar *** without the consent of a Class B Director and
the Class B Directors (as a group) may not request more than *** such meetings
in any calendar *** without the consent of a Class A Director; provided further
that for *** years following the Effective Date of this Agreement, the *** may
also request up to *** meetings of the Board per *** but in no event more than
*** such meeting in any ***.  For *** meetings of the Board designated
at the previous *** meeting, no notice is required to be given.  For
all other meetings of the Board, not less than *** notice of each meeting
specifying the date, time and place of the meeting and all the business to be
transacted thereat shall be given to each Director, unless waived in writing by
at least one (1) Class A Director and at least one (1) Class B Director (before
or after a meeting).  Such notices of the time and place of all
special meetings of the Board of Directors shall be delivered orally or in
writing, by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, facsimile, telegraph or
telex, or by electronic mail or other electronic means, during normal business
hours, at least *** hours before the date and time of the meeting. If notice is
sent by U.S. mail, it shall be sent by first class mail, charges prepaid, at
least *** days before the date of the meeting.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 21
  (c)           No
decision shall be reached at any meeting of the Board or any resolution passed
on any matter which has not been specified in the agenda contained in the notice
of such meeting unless a *** is present at the meeting and such matter is
unanimously Approved by the Directors present.  Board meetings shall
be invalid unless the requisite notice has been given or waived in writing by at
least *** Class A Director and at least *** Class B Director  (before
or after the meeting).  Except as required by law or elsewhere in this
Agreement, questions arising at any meeting shall be decided by a majority of
votes of the then incumbent Directors, provided that such decisions shall
include at least *** Class A Director and at least *** Class B
Director.  Directors may participate in a meeting of the Board by
means of conference telephone or similar communications equipment whereby all
Persons participating in the meeting can hear each other and such participation
shall constitute presence in person.
  (d)           If
one of the Directors (or his or her alternate) elected by a Class of Members
shall be absent from a meeting of the Board, the other Director or Directors (or
his or her alternate(s)) appointed by such Class shall be entitled to exercise
the absent Director’s voting rights at such meeting.
  (e)           Any
action required or permitted to be taken by the Board may be taken without a
meeting if a consent in writing (including by electronic transmission),
describing the action taken, is signed by the number of Directors constituting
Supermajority Approval of the Board.  Such action shall be included in
the minutes of the Board.  ***:
  (i)          any
material *** to the Business Plan or Approved Plan;
  (ii)         ***
in the issued and subscribed capital and/or paid in capital of the Company by
more than *** beyond that set forth in any Approved Plan;
  (iii)         the
Initial Public Offering and the terms and conditions of the Company’s issuance
thereof;
  (iv)        the
Company’s issuance of *** (as defined below) to any Person or group of Persons
in one transaction or a series of related transactions, in each case other than
(a) to an existing Member or an Affiliate of an existing Member or (b) a Person
or group of Persons who will have an aggregate Percentage Interest of ***
following the transaction;
  (v)         any
*** the Company in or *** to or *** by the Company of any Subsidiary or
Affiliate, or the Company’s *** or other *** of or *** stock or equity interest
in any ***, other than (1) *** in the ordinary course of Business of the Company
and (2) transactions not in excess of ***;
  (vi)        the
Company’s *** into any *** not in the ordinary course of Company’s Business, and
not contemplated in an Approved Plan, in excess of ***; and
  (vii)       the
appointment to or change of *** of the Company’s *** during the *** period
following the Effective Date, including, without limitation, ***.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 22
  (f)          A
designee of the Board shall keep written minutes of any meeting of the Board,
including the results of any votes taken.
  (g)          In
the event that any Initial Member believes in good faith that the Company should
pursue a claim or action (whether as a claim or action through arbitration,
litigation or similar proceedings and whether as a claim or action for damages,
specific performance or another equitable remedy) ***, such Initial Member has
notified the Company of such belief and the Company has failed to pursue such
claim or actions *** within *** of the date of such notice to the Company, then
the Initial Members holding a majority of the Units held by all Initial Members
(excluding the Units held by the ***) may call a meeting of the Board by
providing notice of such meeting in accordance with Section 5.4(b) to all the
members of the Board. At any such meeting a quorum for the meeting shall be
deemed to be present so long as a majority of the members of the Board not
affiliated or designated *** are present, and the Company shall pursue any
action or claim that a majority of the members of the Board *** may
determine.
  5.5 Actions Requiring
Supermajority Approvalof the
Board Notwithstanding
anything in this Agreement to the contrary, the following actions shall require
the Supermajority Approval of the Board:
  (i)           The
Company’s initial annual budget, and any modifications to the Business Plan or
other Approved Plan;
  (ii)          Increases
in the issued and subscribed capital and/or paid in capital of the Company
beyond that set forth in any Approved Plan;
  (iii)         The
Initial Public Offering and the terms and conditions of the Company’s issuance
thereof;
  (iv)         The
Company’s issuance of securities or instruments convertible into, or
exchangeable or redeemable for Interests, including without limitation
convertible bonds (collectively “Convertible
Securities”);
  (v)          The
Company’s issuance of securities or other debt obligations (including, without
limitation, bank facilities, vendor finance, or lease financing), other than
Convertible Securities covered by clause (iv) above, in amounts in excess of
***;
  (vi)         The
Company’s granting of any pledge, mortgage or security interest in any assets of
the Company or any other encumbrance of the assets of the Company, other than in
the ordinary course of the Business of the Company and representing assets
having a fair market value under an aggregate of ***;
  (vii)        The
Company’s entering into any material joint venture or other material partnership
or material teaming arrangement with any Person (except as contemplated under
the Transaction Agreements);
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 23
  (viii)       Any
investment by the Company in or capital contribution to or incorporation by the
Company of any Subsidiary or Affiliate, or the Company’s purchase or other
acquisition of or investment in any stock or equity interest in any Person or
business, other than acquisitions or investments in the ordinary course of
Business of the Company and not in excess of ***;
  (ix)          The
Company’s transfer to any Person of any interest in any of the Company’s trade
names, trademarks or any goodwill associated with any of the
foregoing;
  (x)           The
Company’s entering into any contract or binding arrangement in the ordinary
course of Company’s Business, but not contemplated in an Approved Plan, in
excess of ***;
  (xi)          The
institution or settlement by the Company of any arbitration, litigation or
similar proceedings relating to any claim totaling more than ***, except against
a Member or any Affiliate of such Member, in which case only the vote of a
majority of the Board not affiliated with the Member or its Affiliate with which
the Company has a dispute shall be required;
  (xii)         Any
material change in the Company’s accounting or tax policies, except to the
extent required by changes in GAAP or applicable tax law;
  (xiii)        The
change of the Company’s independent Accountants from the Initial Accountants or
any change to any previously Approved successor Accountants; and
  (xiv)        The
appointment to or change of composition of the Company’s Executive Management
Team during the *** period following the Effective Date, including, without
limitation, ***.
  5.6 Decisions Requiring
Supermajority Approval of the Members Notwithstanding
anything in this Agreement to the contrary, the following actions shall require
the Supermajority Approval of the Members:
  (i)           
Subject to Section 14.3, any amendments to or modifications of the Certificate
of Formation of the Company or this Agreement, including, without limitation,
any changes to the Business of the Company or the name under which the Company
conducts its Business or the inclusion of any additional Member;
  (ii)           Any
change in the Board conferred authorities of officers comprising the Executive
Management Team of the Company;
  (iii)          Any
modification or amendment to the Distribution Policy;
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 24
  (iv)          Any
Capital Event, amalgamation, merger or split off of the Company or Transfer by
any Member or group of Members (other than to other Members and/or to Permitted
Transferees of Members) in one or more related transactions of greater than ***
of the total number of Units then issued and outstanding (excluding Units in the
Company’s treasury (if any), provided that no such Supermajority Approval of the
Members shall be required in connection with any such amalgamation, merger or
split off of the Company or any such Transfer that results from a Liquidity
Demand Notice in accordance with Section 8.5 that is initiated by a Demanding
Member that holds  less than a majority of the issued and outstanding
Units (excluding Units in the Company’s treasury (if any)).
  (v)           Other
than as contemplated by the Transaction Agreements, the Company’s entering into
or terminating any agreement related to the Company’s intellectual property
rights or the purchase or transfer of technology other than in the ordinary
course of business;
  (vi)           Any
winding-up, dissolution or voluntary liquidation of the Company or termination
of this Agreement (a) following the date *** after the Effective Date provided
that the Members constituting Supermajority Approval of the Members reasonably
determined in good faith that it is not commercially practicable for the Company
to remain in business, taking into account the technical feasibility of the
product and services offered or proposed to be offered by the Company and/or the
financial feasibility of the Company’s business, including its cash needs and
projected profitability (the “Company Prospects”),
or (b) ***;
  (vii)           The
sale, transfer or other disposition of assets or property of the Company, in a
single transaction or in a series of related transactions, constituting, in the
aggregate, *** or more of the Company’s total assets or any transaction pursuant
to which a majority of the Units is acquired by any Person or Persons if such
Person or Persons acquires a majority of the outstanding Units as a result of
the issuance by the Company of additional Units to such Person or
Persons;
  (viii)          The
Company’s entering into any transaction, contract or obligation with a Member or
an Affiliate of a Member, except as contemplated by the Transaction Agreements,
and the Company’s amending or terminating any Transaction Agreements or any
other transaction with a Member or an Affiliate of a Member (provided, that for
purposes of such Approval only, (x) such interested Member shall abstain from
voting and a minimum of *** of the remaining Members shall constitute
Supermajority Approval of the Members and (y) if either of *** cease to own at
least *** of the respective number of Units owned by each such Initial Member on
the Effective Date (as adjusted for conversions, Unit splits and the like), such
interested Member shall abstain from voting and a majority of the remaining
Members shall constitute sufficient approval of the Members);
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 25
  (ix)            
The Company’s making any loan, advance or extension of credit other than in the
ordinary course of the Company’s Business and in excess of ***;
  (x)              Any
capital contribution by the Company to any other Person or any investment in or
incorporation by the Company of any Subsidiary or Affiliate, or the Company’s
purchase or other acquisition of or investment in any stock or equity interest
in any Person, other than acquisitions or investments in the ordinary course of
Business of the Company and under ***;
  (xi)             
The increase or decrease of the number of Directors constituting the Board;
and
  (xii)            
The terms of compensation of the Directors pursuant to
Section 5.8.
  5.6A     
 Decisions and
Circumstances Requiring ***.Notwithstanding anything in this Agreement to the contrary, the ***
Approval of *** shall be required for (i) any winding-up, dissolution or
voluntary liquidation of the Company or termination of this Agreement *** period
following the Effective Date; or (ii) any amendment or deletion of
***.  In addition, in no event may any winding-up, dissolution or
liquidation of the Company take place without providing *** written notice,
provided that in the case of an involuntary bankruptcy or involuntary
insolvency, *** written notice of such winding-up, dissolution or
liquidation.
  5.7 Board
Committees The
Board may submit and delegate for recommendation to the Board for Board
Approval, any matter, function or responsibility to any special committee
established by the Board as it deems appropriate, under guidelines which it may
determine.  In addition, the Board may form a compensation committee
and an audit committee and may submit and delegate for approval by such
Committee any matter, function or responsibility customarily delegated to such
committees established by the Board as the Board deems appropriate, under
guidelines which it may determine.  On any such committee the Members’
representation will be determined by the Board.  Any such committee
shall include at least one Class A Director for so long as the holders of a
majority of Class A Units are entitled to designate a Class A Director and at
least one Class B Director for so long as the holders of a majority of Class B
Units are entitled to designate a Class B Director.
  5.8 Board
Compensation The
Members by Supermajority Approval shall have the authority to fix the
compensation, if any, of the Directors, and the Company’s officers, which
compensation shall be an expense of the Company incurred in the ordinary course
of business.  The Directors shall be reimbursed their reasonable
travel and other associated, reasonable, out-of-pocket expenses incurred in
connection with their service to the Company upon submission to the Company of
appropriate supporting documentation of such expenses.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 26
  5.9
              Officers;Executive Management
      Team.
  (a)           Subject
to Section 5.5(xiv), the Board by Supermajority Approval may appoint such
officers and agents as it shall deem advisable, each of whom shall hold office
for such term and shall exercise such powers and perform such duties within
delegations of authority as shall be determined from time to time by the Board
by Supermajority Approval.  Any number of offices may be held by the
same Person.
  (b)           The
Company shall have an executive management team (the “Executive Management
Team”) which shall consist of the general manager (the “General Manager”),
the lead financial manager and the lead technical manager, all of whom shall be
nominated by HTI, and shall be subject to Supermajority Approval of the Board
pursuant to Section 5.5.  At the time of appointment, each member of
the Executive Management Team may, but need not be, an employee of a Member or
an Affiliate of a Member.  A member of the Executive Management may
resign or be removed from office by the Board, with or without cause, at any
time, subject only to the terms of any employment agreement and/or other similar
agreements related to such member of the Executive Management
Team.  In the event of the resignation, removal, incapacity or
expiration of term of employment of any member of the Executive Management Team,
a successor may be appointed by the Board by Supermajority Approval of the
Board.
  (c)           Except
as otherwise specified in this Agreement, and subject to the Approval and
Supermajority Approval of the Board and the Approval and Supermajority Approval
of the Members as set forth in Sections 5.5 and 5.6 and elsewhere in this
Agreement, the General Manager (together with the other officers of the Company)
shall supervise and perform the day-to-day operations of the Company, subject at
all times to the powers of the Board and the Members, and in compliance with the
then-current Approved Plan and this Agreement.  The General Manager
shall render such reports on the business and financial status and prospects of
the Company as the Board or HTI or QC (provided that each such Initial Member
continues to own at least fifty percent (50%) of the respective number of Units
owned by each such Initial Member on the Effective Date (as adjusted for
conversions, Unit splits and the like)) may reasonably request from time to
time.
  5.10
              Limitation on
      Liability.
  (a)           No
Member shall have any fiduciary duty or obligation to the Company or any other
Member.  Whenever in this Agreement a Member is permitted or required
to take any action or to make a decision, such Member shall be entitled to take
such action or make such decision in its sole discretion, and such Member shall
be entitled to consider, and make its determination based upon, such interests
and factors as it desires.  No Member shall have any liability to the
Company or the other Members except as provided herein or under the Delaware LLC
Act.
  (b)           EXCEPT
AS MAY BE EXPLICITLY SET FORTH HEREIN ***, EACH MEMBER’S MAXIMUM AGGREGATE
LIABILITY TO THE COMPANY AND THE COMPANY’S EXCLUSIVE REMEDY AGAINST ANY MEMBER
UNDER ANY THEORY OR FOR ANY CAUSE WHATSOEVER UNDER THIS AGREEMENT IS LIMITED AS
FOLLOWS:
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 27
  i.
              FOR
      FAILURE TO MAKE A *** INVOLVING CASH REQUIRED UNDER THIS AGREEMENT, TO
      ***;
  ii.
              FOR
      FAILURE TO MAKE *** REQUIRED UNDER THIS AGREEMENT OR A TRANSACTION
      DOCUMENT, TO *** OR *** OF SUCH OBLIGATION, IN EITHER CASE TOGETHER WITH
      ***, SUBJECT TO SUCH PARTY’S RIGHT TO *** IN LIEU OF ANY ***;
      AND
  iii.
              FOR
      OTHER BREACHES OF THIS AGREEMENT, TO *** TOGETHER WITH ***, WITH SUCH
      DAMAGES CAPPED AT ***;
  PROVIDED  HOWEVER
THAT ANY BREACH OF *** CAN BE ENFORCED BY *** BY SEEKING EQUITABLE REMEDIES,
INCLUDING WITHOUT LIMITATION INJUNCTIVE RELIEF AND SPECIFIC
PERFORMANCE.  ***.
  (c)           NO
MEMBER SHALL HAVE LIABILITY FOR DAMAGES TO ANOTHER MEMBER HEREUNDER, EXCEPT
***.
  (d)           EXCEPT
AS MAY BE EXPLICITLY SET FORTH IN ANY OF THE TRANSACTION AGREEMENTS, IN NO EVENT
SHALL A MEMBER BE LIABLE TO THE COMPANY OR ANY OTHER MEMBER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, ANY DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM
NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS
OR REVENUE), ***.
  (e)          To
the extent that, at law or in equity, a Director has duties (including fiduciary
duties)and
liabilities relating thereto to the Company or to any Member, such Director
acting under this Agreement shall not be liable to the Company or to any Member
for its reasonable good faith reliance on the provisions of this
Agreement.  The provisions of this Agreement, to the extent that they
expand or restrict the duties and liabilities of a Member or Director otherwise
existing at law or in equity, are agreed by each of the Members to modify to
that extent such other duties and liabilities of the Members and the
Directors.
  (f)           Whenever
in this Agreement the Board or a Director is permitted or required to take any
action or to make a decision, the Board or Director, as applicable, shall act in
good faith in a manner it believes to be in the best interests of the Company
and its Members.  In furtherance of the foregoing, the Members agree
that, notwithstanding anything in this Agreement, at law or in equity to the
contrary, each Director shall owe to the Company and its Members the fiduciary
duties that a director of a Delaware corporation owes to such corporation and
its shareholders under Delaware law.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 28
  (g)           The
foregoing limitations of liability set forth in this Section 5.10 shall apply to
the fullest extent permitted by applicable law.
  (h)           Any
Member, the Board and any Director may consult (with respect to any individual
Member or Director, at such Member’s or Director’s own expense) with legal
counsel and accountants selected by it and any act or omission suffered or taken
by it on behalf of the Company or in furtherance of the interests of the Company
in good faith in reasonable reliance upon and in accordance with the advice of
such counsel or accountants shall be full justification for any such act or
omission, and any Member, the Board or such Director shall be fully protected in
so acting or omitting to act provided that such counsel or accountants were
selected with reasonable care.
  (i)           
Except as  set forth in any other written agreement with the Company
to which a Member or its Affiliate is a party, the Members and their respective
Affiliates may engage in or possess an interest in other business ventures of
every nature and description, independently or with others, whether or not
similar to or in competition with the business of the Company (and whether or
not such engagement or possession would be an actual or potential conflict of
interest with the Company), and neither the Company nor any Member shall have,
by virtue of this Agreement, at law or otherwise, any right in or to such other
business ventures or to any ownership or other interest in or the income or
profits derived therefrom. Except as otherwise set forth herein or in any other
written agreement with the Company to which a Member or its Affiliate is a
party, the Members shall not be obligated to present any particular investment
or business opportunity to the Company or any Member even if such opportunity is
of a character which, if presented to the Company or any Member, could be taken
by the Company or any Member, and each of the Members and their respective
Affiliates shall have the right to take for its own account and with others or
to recommend to others any such opportunity.
  5.11 Indemnification of the
Indemnitees The
Company shall indemnify and hold harmless each Member, Director and officer of
the Company (individually, an “Indemnitee”) from and
against any and all losses, claims, demands, costs, damages, liabilities, joint
and several, expenses of any nature (including reasonable attorneys’ fees and
disbursements), judgments, fines, settlements and other amounts arising from any
and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative, arbitral or investigative, in which the Indemnitee was involved
or may be involved, or threatened to be involved, as a party or otherwise,
arising out of any Member’s status as a Member, any Director’s status as a
Director, any officer’s status as an officer or any action taken by any officer
or Director under this Agreement or otherwise on behalf of the Company
(collectively, “Liabilities”),
regardless of whether the Indemnitee continues to be a Member, Director or an
officer, to the fullest extent permitted by the Delaware LLC Act and all other
applicable laws; except a Member, Director or officer of the Company shall be
entitled to indemnification hereunder only to the extent that such Member’s,
Director’s or officer’s conduct did not constitute gross negligence, willful
misconduct, breach of fiduciary duty, or a breach of this Agreement, any
Transaction Agreement or any other agreement between the Company and such
Member, Director or officer, as applicable, and such Member, Director or officer
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such Member’s, Director’s or
officer’s conduct was unlawful.  The termination of any proceeding by
settlement, judgment, order, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that such Indemnitee’s
conduct constituted gross negligence or willful misconduct or that such conduct
otherwise constituted a breach of this Agreement, any Transaction Agreement or
any other such agreement between the Company and such Member, Director or
officer.  The right of any Indemnitee to the indemnification provided
herein shall be cumulative of, and in addition to, any and all rights to which
such Indemnitee may otherwise be entitled by contract or as a matter of law or
equity and shall extend to such Indemnitee’s successors, assigns and legal
representatives.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 29
  5.12 Insurance The
Company shall purchase and maintain insurance, at the Company’s expense,
customary types of insurance and in such amounts as the Board shall determine,
including, without limitation, insurance on behalf of the Directors and officers
and such other Persons as the Board shall determine, against any liability that
may be asserted against, or any expense that may be incurred by, such Person in
connection with the activities of the Company and/or the Director’s or officer’s
acts or omissions as a Director or an officer of the Company regardless of
whether the Company would have the power to indemnify such Person against such
liability under the provisions of this Agreement.
  5.13 BusinessPlan (a)           The
business plan (the “Business Plan”) for
the Company in effect as of the Effective Date is attached hereto as Exhibit
C.  Any modification to the Business Plan shall be subject to the
Supermajority Approval of the Board as set forth in Section 5.5 and may be
subject to the Supermajority Approval of the Members as set forth in Section
5.6, as applicable.
  (b)           Not
later than ***, the General Manager shall submit to the Board (i) a budget for
***, including the most recent balance sheet and income statement of the
Company, which shall show in reasonable detail the revenues and expenses
projected for the Company’s business for *** and a cash flow statement which
shall show in reasonable detail the receipts and disbursements projected for the
Company’s business for *** and the amount of any corresponding cash deficiency
or surplus, and the projected Capital Contributions, if any, and any
contemplated borrowings of the Company, and (ii) such other documents as may be
reasonably requested by any Director from time to time.
  ARTICLE
VI
  RESOLUTION
OF DISPUTES
  6.1 Disputes The
Members shall attempt in good faith to resolve any and all controversies,
disputes or claims of every kind and nature (each a “Dispute”) arising out
of or in connection with the construction, validity, interpretation,
performance, enforcement, operation, breach, continuance or termination of this
Agreement in accordance with this Section 6.1.
  (a)           Upon
written request of any Member (the “Resolution Request”),
the Dispute shall be submitted for resolution to a dispute resolution team which
shall be comprised of *** (the “Integrated Action
Team”).  The Integrated Action Team shall meet (in person or by
telephone) to discuss the Dispute and use their good faith without the necessity
of further action relating thereto.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 30
  (b)           If
the Dispute is not fully resolved by the Integrated Action Team within ***
Business Days after the delivery of the Resolution Request, then any of the
Members may request that the Dispute be *** (“Designated
Officers”) of the Members.  The Designated Officers shall as
soon as reasonably practicable (within at least *** Business Days after the
Dispute has been referred to such Designated Officers or as such Designated
Officers shall otherwise agree) meet (in person or by telephone) to discuss the
Dispute and use their good faith, reasonable efforts to resolve
it.  If not resolved within *** Business Days of submission to the
Designated Officers, such Member may avail itself of any remedy permitted
hereunder.
  6.2          Remedies.  Notwithstanding
the foregoing or anything in this Agreement to the contrary, the obligations
contained in Section 6.1 shall not prohibit any party from proceeding at any
time to exercise any other rights hereunder.
  6.3          Injunctive
Relief.  Notwithstanding anything in this Agreement to the
contrary, any Member may resort to court action for injunctive relief at any
time if the dispute resolution process set forth in this Article would permit or
cause irreparable damage to such Member due to delay arising out of the dispute
resolution process.
  ARTICLE
VII
  TRANSACTION
AGREEMENTS
  7.1 Transaction
Agreements On
or prior to the Effective Date of this Agreement, the respective Initial Members
and the Company shall have executed and delivered, or caused their respective
Affiliates to execute and deliver, the following Transaction Agreements set
forth below, which are subject to termination as provided in Article XII and as
otherwise may be set forth in such Transaction Agreements:
  (a)           HTI
and the Company shall have executed an Infrastructure Access
Agreement  (the “HTI Infrastructure Access
Agreement”) in the form attached hereto as Exhibit 7.1(a).
  (b)           HTI
and the Company shall have executed a management and operating services
agreement (the “HTI
Services Agreement”) in the form attached hereto as Exhibit
7.1(b).
  (c)           QC
and the Company shall have executed a Know-How License and License Agreement
(the “QC Know-How
License Agreement”) in the form attached hereto as Exhibit
7.1(c).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 31
  (d)           QC
and the Company shall have executed a Services Agreement (the “QC Services
Agreement”) in the form attached hereto as Exhibit 7.1(d).
  (e)           AMAC
and the Company shall have executed a VAR/distributor agreement (the “AMAC Reseller
Agreement”) in the form attached hereto as Exhibit 7.1(e).
  ARTICLE
VIII
  DISPOSITION
OF INTERESTS
  8.1 Restrictions on Transfer of
Interests (a)           Unless
expressly permitted by this Section 8 but subject in all cases to the receipt of
all required regulatory approvals (if any), no Member or its Affiliates shall,
without the prior written consent of each of the Initial Members, Transfer all
or any part of its Interest during the period beginning on the Effective Date
and ending on the closing of an Initial Public Offering (the “Restricted Period”);
provided, however, that, in the event this Agreement is terminated, then the
Restricted Period shall immediately expire.
  (b)           The
term “Transfer”, when used
in this Agreement with respect to an Interest, means any sale, exchange,
assignment, transfer, pledge, encumbrance, hypothecation, mortgage, gift or
other disposition of any kind (or the entering into any contract, option or
other arrangement or understanding to do any of the foregoing), whether
voluntary, involuntary or by operation of law, including without limitation any
transfer of any securities or assets by any Member or any Affiliate of such
Member if as a result of such transfer, such Member or an Affiliate shall cease
to have indirect ownership of such Interest, but does not include a change of
control of a Member (unless (A) the primary asset of the applicable Member (or
other change of control entity) is the direct or indirect ownership of Interests
or (B) the transferee (or other acquiror) in connection with such change of
control is *** as reasonably determined by ***, or a party that has a ***
(whether directly or indirectly and whether as a *** and such party or through
***) as reasonably determined by ***, in which case, such change of control of a
Member (or other entity) shall be deemed to be a “Transfer” for purposes of this
Article VIII); provided however that the transferee in connection with such
change of control of a Member shall agree to be bound by the terms and
conditions of this Agreement applicable to the transferring Member.
  (c)           Any
Transfer or purported Transfer of any Interest not made in accordance with this
Article VIII shall be null and void, ab initio.
  (d)           No
Member or its Permitted Transferees shall Transfer all or any part of its
Interest to any Person (i) without delivering to the Company an Assignment and
Assumption Agreement in substantially the form attached hereto as Exhibit D,
(ii) except in compliance with all applicable federal and state securities laws,
(iii) without delivering to the Company in advance of such Transfer a legal
opinion of counsel (to the extent reasonably requested by the Company, provided
that the Company will not request such an opinion in connection with a Transfer
to an Affiliate of a Member) to the effect that such Transfer would not
terminate the Company for federal income tax purposes under Section 708 of the
Code and (iv) to the extent prohibited under this Section 8.1.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 32
  (e)           Notwithstanding
any other provision of this Agreement, but subject to Section 8.1(d), no Member
or its Affiliates shall Transfer any or all of its Interests, or take any other
action, if such Transfer or action could (by itself or in conjunction with other
actions) result in the Company being treated as a “publicly traded partnership”
within the meaning of Section 7704 of the Code and the Regulations promulgated
thereunder; and provided further that any such Transfer or action shall be null
and void, ab
initio; provided, that the
foregoing shall not apply to Transfers occurring in connection with or
subsequent to an Initial Public Offering.
  (f)           Notwithstanding
the restrictions set forth in Sections 8.1, 8.2, 8.3 and 8.4, (i) any Member or
any of its transferees or Affiliates may at any time Transfer all or any portion
of its Interest to an Affiliate of such Member if, in addition to the provisions
of Section 8.1(d) and (e), no tax or regulatory consequences result that will
adversely affect the Company, the other Members or their Affiliates*** pursuant
to a sale of its principal business operations to such Person by way of merger,
consolidation, sale of assets or other similar transaction provided that, as a
condition to such Transfer, *** that actions may only be taken by Members or the
Board, as applicable, by written consent if such action or matter was *** of the
Board shall terminate, (E) ***, the rights of first offer described in Section
8.2,  and the rights described in the last sentence of Section 2.7,
and (F) ***; (iii) the Members agreeif required by any lenders
to the Company, to pledge their Interests against any Company indebtedness
approved by the Supermajority Approval of the Board, subject to all Members
providing such a pledge, and further subject to such pledge being permitted by
any outstanding indebtedness a Member may have at the time of such Board
approval (each such transferee under clauses (i), (ii) or (iii) of this Section
8.1(f), a “Permitted
Transferee”).
  8.2 Right of First
Offerfor Transfers by
Members (a)           If
any Member (the “Proposing
Transferor”) wishes to Transfer during the Restricted Period all or any
portion of its Interest (the “Offered Units”) to
any Person other than its Permitted Transferee, such Proposing Transferor shall
deliver a written offer (the “Conditional Transfer
Notice”) to the other Members (the “Non-Transferring
Members”), certifying the date of its issuance and stating: (i) the
number and Class of Offered Units; and (ii) the price (the “Transfer Price”) and
other material terms upon which the Proposing Transferor proposes to transfer
each of such Offered Units (such offer by the Proposing Transferor to the
Non-Transferring Members (together with the oversubscription privilege set forth
in Section 8.2(b) below (if applicable)) is referred to herein as the “Right of First
Offer”).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 33
  (b)           Each
Non-Transferring Member shall have the right, but not the obligation, to elect
to purchase all (but not less than all) of its pro rata share (based on the
ratio of the then Percentage Interest of each Non-Transferring Member vis-a-vis
the other Non-Transferring Members) of the Offered Units at the price and upon
the terms contained in the Conditional Transfer Notice.  In the event
that a Non-Transferring Member shall elect to purchase available Offered Units
pursuant to the conditions set forth in the Conditional Notice and this Section
8.2 (each such Non-Transferring Member, a “Purchasing Member”),
it shall deliver to the Proposing Transferor a written election (the “Acceptance Notice”)
to purchase its pro rata share of the Offered Units; irrevocably indicating
therein if it is prepared to purchase all or a portion of its pro rata share of
the Offered Units within ***from the date of receipt
of the Conditional Transfer Notice (the “***
Period”).  In the event that any Non-Transferring Member fails
to elect to purchase all of its pro rata share of the Offered Units under the
Conditional Transfer Notice as set forth above in this Section 8.2(b), the
Company shall deliver to all of the Purchasing Members a written notice (the
“Over-Allotment
Notice”) specifying the total number of Offered Units not so purchased
(the “Remaining
Offered Units”) within *** following the expiration of the *** Period set
forth above in this Section 2.8(b).   Each such Purchasing Member
shall have a right of oversubscription to purchase up to the balance of such
Offered Units not so purchased at the same price and on the same terms and
conditions set forth in the original Conditional Transfer
Notice.   Each such Purchasing Member who receives an
Over-Allotment Notice must exercise its right of oversubscription by giving the
Company written notice of its election during the *** period following its
receipt of the Over-Allotment Notice (the “Over-Allotment
Period”).  If, as a result thereof, such oversubscription
elections exceed the total number of the Offered Units available in respect to
such oversubscription privilege, the oversubscribing Purchasing Members shall be
cut back with respect to oversubscriptions on a pro rata basis in accordance
with their respective Proportionate Share or as they may otherwise agree among
such oversubscribing Purchasing Members.  Each Acceptance Notice and
Over-Allotment Acceptance Notice (if any) shall be irrevocable unless (a) there
shall be a material adverse change in the material terms set forth in the
Conditional Transfer Notice, including, but not limited to, the Transfer Price
or (b) if otherwise mutually agreed to in writing by such Purchasing Member and
the Proposing Transferor), and the closing of the Transfer of the Offered Units
to the Purchasing Member(s) shall take place within *** from the later of (i)
date of receipt of the Conditional Transfer Notice or (ii) date of receipt of
the Over-Allotment Notice, if any (in each case, subject only to requisite
regulatory approvals).
  (c)           If,
upon the expiration of the *** Period provided for in Section 8.2(b) above (or
in the event an oversubscription privilege is triggered pursuant to Section
8.2(b) above, upon the expiration of the Over-Allotment Period), a
Non-Transferring Member has elected not to purchase its pro rata share of the
Offered Units (each such Member, a “Declining Member”),
the Right of First Offer shall expire as to such Declining Member with respect
to that particular offer (and as to any Member that has elected not to purchase
its pro rata share of the Remaining Offered Units in any oversubscription
privilege, the Right of First Offer shall expire as to such Member with respect
to such  Remaining Offered Units in that particular offer), but shall
remain in full force and effect with respect to all material modifications of
that offer and all future offers.   The Proposing Transferor
shall have the right to Transfer all (but not less than all) of such number of
the Offered Units not purchased by the Purchasing Members or Overallotment
Purchasing Members (if any), at a price and upon terms and conditions which are
no less advantageous to the Proposing Transferor than those contained in the
Conditional Transfer Notice, if that Transfer takes place in accordance with the
terms of a definitive agreement or agreements (subject solely to requisite
regulatory approvals (if any)) entered into not later than the later of (i) ***
after the expiration of the *** Period provided for in Section 8.2(b) above or
(ii) *** days after the expiration of the Over-Allotment Period (if any)
provided for in Section 8.2(b) above.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 34
  (d)           This
Section 8.2 shall be inapplicable to, and shall not prohibit, restrict or limit,
sales of equity interests in the Company by the Members in connection with or
subsequent to an Initial Public Offering.
  8.3 “Drag-Along” Rights of
Members Subject
to obtaining the Supermajority Approval of the Members in accordance with
Section 5.6 with respect to any such proposed Transfer if required thereby, in
the event that prior to the occurrence of an Initial Public Offering, any
Initial Member acting alone or Initial Members acting together (a “Dragging Member” or
if more than one such Initial Member, together the “Dragging Members”),
propose to Transfer (other than to other Members and/or to Permitted Transferees
of Members) in one or more related transactions greater than *** of the total
number of Units then issued and outstanding (excluding Units in the Company’s
treasury (if any)) to a non-Affiliate and on a third party arms length
negotiated sale basis, the Dragging Member will have the right, exercisable upon
not less than *** days’ prior written notice, to require that the other Members
Transfer all or any portion of the Units owned by them on substantially similar
terms and conditions as the Transfer of Units proposed to be made by the
Dragging Member(s).  Such terms and conditions shall include, without
limitation: the sales price paid or deemed paid per Unit; the payment of fees,
commissions and expenses; and, subject to the limitations set forth below, the
provision of representations, warranties and indemnifications; provided that,
subject to the limitations set forth below, any indemnification provided by a
Member shall (except with respect to legal title to such Member’s Units which
are included in the Transfer) be pro rata in proportion with the total
consideration to be received by such Member in the transfer relative to the
total consideration to be received by the other
Members.  Notwithstanding the foregoing, a Member will not be required
to comply with this Section 8.3 in connection with any specific Transfer
unless:
  (a)           any
representations and warranties to be made by such Member in connection with the
Transfer are limited to representations and warranties related to authority,
ownership of the applicable Units held by such Member and the ability to convey
title to such Units;
  (b)           the
Member shall not be liable for the inaccuracy of any representation or warranty
made by any other individual or entity in connection with the Transfer, other
than the Company;
  (c)           the
liability for indemnification, if any, of such Member in the Transfer and for
the inaccuracy of any representations and warranties made by the Company in
connection with such Transfer, is several and not joint with any other Member,
and is (as specified above) pro rata in proportion with the total consideration
to be received by such Member in the Transfer relative to the total
consideration to be received by the other Members in such Transfer;
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 35
  (d)           such
Member’s liability in connection with such Transfer shall be limited to the
amount of consideration actually paid to or held in escrow for such Member in
connection with such Transfer, except with respect to claims related to fraud,
intentional misrepresentation or willful breach by such Member;
  (e)           upon
the consummation of the Transfer, each Member will receive the same amount of
consideration per Unit after payment of all Unreturned Capital Contributions;
and
  (f)           if
any holders of Units are given an option as to the form and amount of
consideration to be received as a result of the Transfer, all holders of such
Units will be given the same option.
  An
exercise of rights under 8.3 shall preclude the application of Section 8.4, but
shall be subject to Section 8.2.
  8.4 “Tag-Along” Rights ofMembers (a)           In
the event that prior to the occurrence of an Initial Public Offering, after a
Member has complied with the right of first offer  set forth in
Section 8.2 hereof, any Member acting alone or any Members acting together
propose to Transfer (other than to other Members and/or to Permitted Transferees
of Members) in one or more related transactions greater than *** of the total
number of Units then issued and outstanding (excluding Units in the Company’s
treasury (if any)) (each such Member proposing such a Transfer, a “Proposing Member” and
collectively, the “Proposing Members”),
the Proposing Member(s) will notify the other Members (in such capacity, the
“Tag-Along
Members”) in writing (a “Tag-Along Notice”) of
such proposed sale (a “Proposed Sale”) and
the material terms of the Proposed Sale as of the date of the Tag-Along Notice,
including, without limitation, the total number of Units to be sold in such
Proposed Sale (the “Proposed Units”) and
the sale price per Unit (the “Material
Terms”).  The Tag-Along Notice will be delivered to the
Tag-Along Members not less than *** prior to the consummation of the Proposed
Sale and not more than *** after the execution of the definitive agreement
relating to the Proposed Sale, if any.  If within *** of receipt by
the Tag-Along Members of such Notice, the Proposing Member(s) receive from any
Tag-Along Member a written request (a “Request”) to include
in the Proposed Sale such number of Units owned by such Tag-Along Member as
calculated in accordance with Section 8.4(c) below (which Request shall be
irrevocable unless (a) there shall be a material adverse change in the Material
Terms or (b) if otherwise mutually agreed to in writing by such Tag-Along Member
and the Member(s) proposing to Transfer), such Tag-Along Member’s Units so
requested will be so included as provided herein.
  (b)           Except
as may otherwise be provided herein, the Tag-Along Member’s Units subject to a
Request will be included in a Proposed Sale pursuant hereto and in any
agreements with purchasers relating thereto on substantially similar terms and
subject to the same conditions applicable to the relevant Units which the
Proposing Member(s) propose to sell in the Proposed Sale.  Such terms
and conditions shall include, without limitation:  the sales price per
Unit; the payment of fees, commissions and expenses; the provision of
representations, warranties and indemnifications; provided that any
indemnification provided by the Tag-Along Members shall (except with respect to
legal title to the Units of the Tag-Along Member sold in such Transfer) be pro rata in proportion
with the total consideration to be received for all of the Units to be
sold.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 36
  (c)           Each
Tag-Along Member shall have the right to include in the Proposed Sale pursuant
to a Request that number of Units (rounded to the nearest whole number)
representing the product of (i) the total number of Proposed Units multiplied by
(ii) the Percentage Interest in the Company then held by such Tag-Along Member.
The amount of such Proposed Units that each Tag-Along Member is entitled to
include in such Proposed Sale under this Section 8.4(c) shall be referred to as
its "Tag-Along
Units".  If any Tag-Along Member fails to elect to include in
the Proposed Sale its full amount of Tag-Along Units, the Proposing Member(s)
together with any Tag-Along Members that have elected to include Tag-Along Units
in the Proposed Sale, shall, among them, on a pro rata basis in accordance with
their respective Percentage Interest in the Company or as they may otherwise
agree among themselves, have the right to include in the Proposed Sale an
additional number of Units equal to the difference between the total number of
Proposed Units minus the total number of Tag-Along Units elected to be included
by all the Tag-Along Members.
  (d)           The
Tag-Along Members’ rights pursuant hereto to participate in a Proposed Sale
shall be contingent on their strict compliance with each of the provisions
hereof and their willingness to execute such documents in connection therewith
as may be reasonably requested by the Proposing Member(s).
  (e)           An
exercise of rights under Section 8.4 shall be subject to Section
8.2.
  8.5          Liquidity
Event.  Upon the four (4) year anniversary of the Effective
Date, any Member (or group of Members in aggregate) holding at least twenty-five
percent (25%) of the issued and outstanding Units (excluding Units in the
Company’s treasury (if any)) of the Company (a “Demanding Member”)
shall have the right to demand at any time prior to the end of the two (2) year
periodfollowing such four (4) year
anniversary upon written notice to the Company and each other Member (the “Liquidity Demand
Notice”) that the Company cause one the following events to occur (each a
“Liquidity
Event”):
  A.
              conduct
      an auction for the sale of the Company that produces at least one bona
      fide offer to acquire the Company for cash or liquid securities;
      or
 
 B.
              conduct
      an Initial Public Offering (after conversion to a corporation in
      accordance with Section 14.17).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 37
  Upon
receipt of the Liquidity Demand Notice, the Company shall use its best efforts
to cause a Liquidity Event and each Member shall cooperate with the Company in
pursuing a Liquidity Event.  Should the Company fail to accomplish
either Liquidity Event within one hundred-eighty (180) days of receiving the
Liquidity Demand Notice, then to the extent at such time HTI (i) directly or
indirectly owns fifty percent (50%) or more of the issued and outstanding Units
(excluding Units in the Company’s treasury (if any)) of the Company and (ii) has
publicly traded common stock (currently HTI’s common stock trades as HUTC), each
other Member (each an “Exchanging Member”
and collectively the “Exchanging Members”)
shall be entitled on a one-time basis to exchange (the “Exchange”) all, but
not less than all, of the Company Units which it then owns for shares of common
stock of HTI, as applicable, equal to its pro rata share of the value of the
aggregate Percentage Interests of the Company owned by all Exchanging Members in
the aggregate and which shall include the Unreturned Capital Contributions of
all Exchanging Members as if a distribution were being made as a Capital Event
Distribution (the “Exchange Value”) as
determined as set forth below in this Section 8.5.  For purposes of
clarification, the Members agree that, notwithstanding the foregoing, (i) in the
event that (A) a Liquidity Demand Notice results in a bona fide offer to acquire
the Company for cash or liquid securities on terms that are not acceptable to
the Demanding Member but are acceptable to and approved by HTI and (B) a
Liquidity Event nevertheless is not consummated within one hundred-eighty (180)
days of the Company’s receiving the Liquidity Demand Notice, then HTI shall have
no obligation to effect any Exchange of HTI common stock for Company Units
hereunder, and (ii) in the event that a Liquidity Demand Notice results in a
bona fide offer to acquire the Company for cash or liquid securities on terms
that are acceptable to and approved by a Demanding Member but are not approved
by HTI, then HTI shall either (A) purchase for cash (or common stock of HTI,
provided that the common stock of HTI is then publicly traded, that such
issuance would be effected as an Exchange hereunder with the number of shares
being determined based upon the 20-day volume weighted average closing price per
share of HTI common stock in the manner and subject to the restrictions set
forth below, provided further that the documentation requirements and other
requirements and conditions set forth in Section 8.6A below are complied with)
all, but not less than all, of the Company Units which are then held by the
Demanding Member at the same effective price per Unit and aggregate
consideration as such Demanding Member would have been paid or otherwise
received based upon the value of the aggregate purchase price for all then
outstanding Company Units reflected in such bona fide offer to acquire the
Company for cash or liquid securities, or (B) approve such offer to acquire the
Company and take such other actions as may be necessary in connection with such
proposed acquisition as are requested by such Demanding Member as if such
Demanding Member were a Dragging Member pursuant to Section
8.3.   The basis for determining the Exchange Value to be used
shall be a fair value assessment (the “Assessment”) of the
aggregate Percentage Interests (which shall include the Unreturned Capital
Contributions of all Exchanging Members as if a distribution were being made as
a Capital Event Distribution) as determined by an independent, third party,
nationally-recognized investment bank contracted and paid for by the Exchanging
Members, at their sole cost and expense, which investment bank shall have been
Approved in advance in writing by HTI and the Exchanging Members holding a
majority of the Percentage Interests held by all Exchanging
Members.  The determination of such investment bank shall be
conclusive and binding upon the parties hereto.  Each Exchanging
Member’s pro rata share of the Exchange Value shall then be divided by the
20-day volume weighted average closing price per share of HTI’s common stock
during the 20-day trading period immediately prior to the issuance of HTI shares
in the exchange to determine the number of shares of common stock of HTI to be
issued to each Exchanging Member in exchange for all of its Units; provided
however that no Exchanging Member or its Affiliates shall itself or through any
third party, directly or indirectly, take any action or encourage any third
party to take any action designed to impact the price of HTI’s common stock
during such period.  HTI shall issue such shares of common stock to
the Exchanging Members within thirty (30) days following the conclusion of the
Assessment, subject to the documentation requirements and other requirements and
conditions set forth in Section 8.6A below.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 38
  8.6A  Documentation Requirements
and Other Requirements/Conditions.  Each Exchanging Member
executing such documentation as may be reasonably requested by HTI including
terms and conditions customary for common stock issuances of such
nature.  In connection with the issuance of such shares of common
stock of HTI, HTI shall only provide limited representations and warranties
relating to formation, due authorization and issuance of shares, no conflicts
with applicable laws, orders and contracts, securities law compliance, and no
encumbrance or other restrictions (except as needed for securities law
compliance) on the shares, and each Exchanging Member shall be required to
execute and delivery to HTI a letter that includes representations from each
Exchanging Member necessary for compliance with applicable securities
laws.   Solely to the extent such shares of HTI common stock are
not saleable in their entirety within *** of completion of the Exchange by any
such Exchanging Member under Rule 144, promulgated by the Securities and
Exchange Commission under the Securities Act, HTI shall use commercially
reasonable efforts to (i) register such shares of common stock for resale on a
“shelf” registration statement within *** completion of the Exchange, and (ii)
cause such registration statement to remain effective, subject to customary
limitations, for a period of *** months following the date such registration
statement is declared effective.
  8.6 Covenant Not to Withdraw or
Dissolve .  Each
Member hereby covenants and agrees that the Members have entered into this
Agreement based on their mutual expectation that, except as otherwise expressly
required or permitted hereby or otherwise with the Supermajority Approval of the
Members, no Member shall withdraw or retire from the Company, be entitled to
demand or receive a return of such Member’s Capital Contributions or profits (or
a bond or other security for the return of such Capital Contributions or
profits), or exercise any power to dissolve the Company except as provided in
this Agreement.
  8.7          Capital Event
Transfers.  Notwithstanding anything to the contrary contained
herein, if a Transfer of Units results from completion of a Capital Event, the
following conditions shall apply with respect to the Class A, Class B and Class
C Units:
  (a)           upon
the consummation of the Transfer, each holder of Class A, Class B and Class C
Units will receive the same amount of consideration per Unit that it would have
received under Section 13.1(b) if the Capital Event had been an asset sale;
and
  (b)           if
any holders Class A, Class B or Class C Units are given an option as to the form
of consideration to be received as a result of the Transfer, all holders of such
Units will be given the same option.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 39
  ARTICLE
IX
  REPRESENTATIONS
AND WARRANTIES
  9.1          Representations and
Warranties of the Members Each
Member hereby represents and warrants severally, as to itself only, to the other
Members and the Company as follows:
  (a)           Due Organization; Good
Standing and Power.  Such Member is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to enter into and perform its
obligations under this Agreement.
  (b)           Authorization and Validity
of Agreement.  The execution, delivery and performance of this
Agreement, and all other agreements relating hereto to which such Member is a
party and the consummation by such Member of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part
of such Member, and no other action is necessary for the authorization,
execution, delivery and performance by such Member of this Agreement and the
consummation by such Member of the transactions contemplated
thereby.  This Agreement has been duly executed and delivered by such
Member and constitutes a valid and legally binding obligation of such Member,
enforceable against it in accordance with its terms, except (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (ii) that the availability of equitable remedies may be limited by
equitable principles of general applicability.
  (c)           No Conflict;
Consents.  Neither the execution and delivery by such Member of
this Agreement, the performance by such Member of its obligations hereunder nor
the performance by such Member of any action contemplated hereby will violate
(with or without the giving of notice or lapse of time or both) any law, rule,
regulation, order, judgment or decree or any contract or other agreement to
which such Member is a party, except to the extent that such violations would
not (i) in the aggregate, have a Material Adverse Effect on such Member or the
Company, or (ii) require the consent, approval, giving of notice to or
authorization of any Person which has not been obtained or satisfied provided
prior to the Effective Date.
  (d)           Litigation.  Except
as has been publicly disclosed by a Member in any current or periodic report
filed by such Member with the Securities and Exchange Commission, there is no
pending or, to the best of its knowledge, threatened, suit or administrative
action against such Member which, if adversely decided, would prevent the
consummation of this Agreement or be reasonably likely to have a Material
Adverse Effect on such Member or the Company.
  (e)           Investment
Intent.  Such Member is acquiring its Interest in the Company
for its own account as an investment and without an intent to distribute the
Interest (this representation and warranty not limiting such Member’s right to
transfer its Interest in compliance with applicable federal and state securities
laws).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 40
  (f)           Securities
Laws.  Such Member acknowledges that the Interest and any other
interests it is acquiring are “restricted securities” and have not been
registered under the Securities Act or any state securities laws, and may not be
resold or transferred by it without registration under the Securities Act or any
applicable state securities laws or the availability of an exemption from such
requirements
  (g)           Member
Status.  At the time such Member was offered the Interest, it
was, and at the date hereof it is an “accredited investor” as defined in Rule
501(a) under the Securities Act.  Such Member is not required to be
registered as a broker-dealer under Section 15 of the Securities Exchange Act of
1934, as amended (the “Exchange
Act”).
  (h)           Experience of Such
Member.  Such Member, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Interest, and has so evaluated the merits and
risks of such investment.  Such Member is able to bear the economic
risk of an investment in the Interest and is able to afford a complete loss of
such investment.
  (i)           General
Solicitation.  Such Member is not purchasing the Interest as a
result of any advertisement, article, notice or other communication regarding
the Interest published in any newspaper, magazine or similar media or broadcast
over television or radio or presented at any seminar or any other general
solicitation or general advertisement.
  (j)           Adequate
Information.  Such Member has had an opportunity to receive all
information related to the Company requested by it and to ask questions of and
receive answers from the Company regarding the Company, its business and the
terms and conditions of the offering of the Interests, and has reviewed such
information as such Member considers necessary or appropriate to evaluate the
risks and merits of an investment in, and make an informed investment decision
with respect to, the Interests.
  9.2          Additional Representations,
Warranties Covenants ofthe Initial
Members.
  (a)           Each
Initial Member shall, and shall cause each of its Affiliates to, comply with and
carry out its respective obligations under the Transaction Agreements to which
such Initial Member is a party.
  (b)           The
execution, delivery and performance of the Transaction Agreements(s) to which
such Affiliate is a party, and the consummation by such Affiliate of the
transactions contemplated thereby, have been duly authorized by all necessary
action on the part of such Affiliate, and no other action is necessary for the
authorization, execution, delivery and performance by such Affiliate of such
Transaction Agreements and the consummation by such Affiliate of the
transactions contemplated thereby.
  (c)           Neither
the execution and delivery by such Affiliate of the Transaction Agreements(s) to
which it is a party, the performance by such Affiliate of its obligations
thereunder nor the performance by such Affiliate of any action contemplated
thereby will violate (with or without the giving of notice or lapse of time or
both) any law, rule, regulation, order, judgment or decree or any contract or
other agreement to which such Affiliate is a party, except to the extent that
such violations would not, in the aggregate, have a Material Adverse Effect, or
require the consent, approval, giving of notice to or authorization of any
Person.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 41
  ARTICLE
X
  INDEMNIFICATION
  10.1        Indemnification *** from
and against any and all losses, claims, demands, costs, damages, liabilities,
joint and several, expenses of any nature (including reasonable attorneys’ fees
and disbursements), judgments, fines, settlements and other amounts
(collectively, “Damages”) asserted by
a Person (other than the Company, a Member or an Affiliate of a Member) arising
out of, resulting from or based upon ***.  Each of the other Members
shall be entitled to enforce any claim for indemnification pursuant to this
Section 10.1 on behalf of itself, and the non-breaching Initial Member shall be
entitled to enforce any claim for indemnification pursuant to this Section 10.1
on behalf of the Company.  A non-breaching Initial Member or the
Company shall give written notice to the indemnifying Member as soon as
practicable following discovery by such party of any matters which may give rise
to a claim for indemnification from the indemnifying Member under this Section
10.1.
  The
provisions of this Article X shall in no way alter, amend or limit the
indemnification obligations of the Members under the other Transaction
Agreements, and to the extent that a Member is obligated under the other
Transaction Agreements to provide any indemnification for any “losses and
expenses”, any indemnity of such Member under this Article X with respect to
such losses and expenses shall not apply. The right of any indemnitee to the
indemnification provided herein shall be cumulative of, and in addition to, any
and all rights to which such indemnitee may otherwise be entitled by contract or
as a matter of law or equity and shall extend to such indemnitee’s successors,
assigns and legal representatives.
  10.2   
   Procedures for
Indemnification .  Whenever
a claim shall arise for indemnification under Section 10.1, the indemnified
party or parties, as appropriate (the “Other Parties”),
shall promptly notify the party or parties from whom indemnification is sought
for such claim (the “Indemnifying Party”)
and request the Indemnifying Party to defend the same.  Failure to so
notify the Indemnifying Party shall not relieve the Indemnifying Party of any
liability which the Indemnifying Party might have, except to the extent that
such failure prejudices the Indemnifying Party’s position.  The
Indemnifying Party shall have the right to defend against such liability or
assertion in which event the Indemnifying Party shall give written notice to the
Other Parties of acceptance of the defense of such claim and the identity of
counsel selected by the Indemnifying Party.
  (a)          If
the Indemnifying Party assumes the defense of an action:
  (A)           no
settlement or compromise thereof may be effected
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 42
  (i)           by
the Indemnifying Party without the written consent of the Other Parties (which
consent shall not be unreasonably conditioned, withheld or delayed) unless (x)
there is no finding or admission of any violation of law or any violation of the
rights of any Person by any Other Party and no adverse effect on any other
claims that may be made against any Other Party and (y) all relief provided is
paid or satisfied in full by the Indemnifying Party, or
  (ii)           by
any Other Party without the consent of the Indemnifying Party, such consent not
to be unreasonably withheld or delayed, and
  (B)           the
Other Parties may subsequently assume the defense of such action if a court of
competent jurisdiction determines that the Indemnifying Party is not vigorously
defending such action.  In no event shall an Indemnifying Party be
liable for any settlement effected without its written consent (which consent
shall not be unreasonably withheld or delayed).
  (b)          With
respect to any defense accepted by the Indemnifying Party, the Other Parties
shall be entitled to participate with the Indemnifying Party in such defense and
also shall be entitled to employ separate counsel for such defense at their own
expense.  In the event the Indemnifying Party does not accept the
defense of any indemnified claim as provided above or there otherwise exists a
conflict of interest such that independent counsel for the Other Parties would
be appropriate for the defense of any such indemnified claim, the Other Parties
shall have the right to employ counsel for such defense at the expense of the
Indemnifying Party.  Each Member agrees to cooperate and to cause the
Company to cooperate with the other parties in the defense of any such action
and the relevant records of each party shall be available to the other parties
with respect to any such defense.
  ARTICLE
XI
  TAX
MATTERS
  11.1        Tax
Matters (a)           The
“tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “Tax Matters Member”)
shall be HTI. The Tax Matters Member shall take reasonable action to cause each
other Member to be treated as a “notice partner” within the meaning of Section
6231(a)(8) of the Code.  All reasonable expenses incurred by a Member
while acting in its capacity as Tax Matters Member shall be paid or reimbursed
by the Company.
  (b)          Each
Initial Member shall be given at least *** days  advance notice (or
such shorter period provided by the taxing agency, in which instance the Company
shall provide prompt notice) from the Tax Matters Member of the time and place
of, and shall have the right to participate (and the Company and the Tax Matters
Member shall take such action as may be necessary to cause the tax matters
partner of any Subsidiary of the Company to extend to the Initial Members the
right to participate) in (i) any material aspect of any administrative
proceeding relating to the determination of partnership items at the Company
level (or at the level of any Subsidiary of the Company thereof) and (ii) any
material discussions with the Internal Revenue Service relating to allocations
pursuant to Article III of this Agreement or pursuant to any partnership
agreement or limited liability company agreement of any Subsidiary of the
Company.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 43
  (c)           The
Tax Matters Member shall not, and the Company shall not permit the tax matters
partner of any Subsidiary of the Company to, initiate any action or proceeding
in any court, extend any statute of limitations, or take any other action
contemplated by Sections 6222 through 6234 of the Code that would legally bind
any other Member, the Company or any Subsidiary of the Company without approval
of the Initial Members, which approval may not be unreasonably withheld;
provided, however, that, for this purpose, it shall not be unreasonable for an
Initial Member to withhold such approval if the action proposed to be taken
could affect adversely such Initial Member.  The Tax Matters Member
shall cause the Company’s and any Subsidiary’s of the Company tax attorneys and
accountants to confer, with the other Initial Members and their respective
attorneys and accountants on any matters relating to a Company or Subsidiary of
the Company tax return or any tax election.
  (d)           The
Tax Matters Member shall timely cause to be prepared all U.S. federal, state,
local and foreign tax returns and reports (including amended returns) of the
Company for each year or period that such returns or reports are required to be
filed and, subject to the remainder of this subsection, shall cause such tax
returns to be timely filed.
  (e)           As
soon as reasonably practical after the end of each Fiscal Year or other relevant
taxable period, the Tax Matters Member shall prepare and send, or cause to be
prepared and sent, to each Person who was a Member at any time during such
Fiscal Year or taxable period copies of such information as may be required for
U.S. federal, state, local and foreign income tax reporting purposes, including
copies of Form 1065 and Schedule K-1 or any successor form or schedule, for such
Person.  As soon as practicable following the preparation of Form 1065
and Schedule K-1 or any successor form or schedule (and in any event not later
than *** days after provision of such information to any Member), the Tax
Matters Member shall also provide each Member with a reasonable opportunity
during ordinary business hours to review and make copies of all workpapers
related to such information or to any return prepared under paragraph (b) above.
As soon as practicable following the end of each quarter (and in any event not
later than *** days after the end of such quarter), the Tax Matters Member shall
also cause to be provided to each Member an estimate of each Member’s share of
all items of income, gain, loss, deduction and credit of the Company for the
Fiscal Year or other taxable period to date for federal income tax
purposes.
  11.2 Tax
Classification The
Tax Matters Member shall take such action as may be required under the Code and
applicable Regulations to cause the Company to be taxable as a partnership for
U.S. federal income tax purposes.  To the extent the previous sentence
does not govern the state and local classification of the Company, the Tax
Matters Member shall take such action as may be required under any state or
local law applicable to the Company to cause the Company to be taxable as, and
in a manner consistent with, a partnership for state or local income tax
purposes.  Each Member shall take such actions as the Tax matters
Member may reasonably request to maintain the status of the Company as a
partnership to the extent provided in this Section 11.2.  No Member
shall take any action inconsistent with treatment of the Company as a
partnership for U.S. federal, state and local tax purposes.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 44
  11.3 Tax
Elections The
Tax Matters Member shall at the request of any Member cause the Company to
elect, pursuant to Section 754 of the Code, to adjust the basis of the Company’s
property (and the Company shall cause the tax matters partner of any Subsidiary
of the Company to make a corresponding Section 754 election with respect to such
Subsidiary’s property) provided, however, that such Member shall reimburse the
Company and any Subsidiary promptly for all costs associated with such basis
adjustment, including bookkeeping, appraisal and other similar
costs.  Except as otherwise provided herein, all other elections
required or permitted to be made by the Company or any Subsidiary of the Company
under the Code (or applicable foreign, state or local law) shall be made as may
be determined by the Board to be in the best interest of the Members as a group.
Notwithstanding the foregoing, if the Company will not otherwise qualify as a
partnership under Section 6231(a)(l) of the Code which is subject to the TEFRA
partnership audit rules, the Tax Matters Member shall cause the Company to make
an election under Section 6231(a)(1)(B)(ii) of the Code to subject the Company
to the TEFRA partnership audit rules.
  ARTICLE
XII
  WIND-UP
EVENTS; TERMINATION EVENTS
  12.1.       Wind-Up Events.
  (a)           If
any of the following events shall occur (each, a “Wind-Up
Event”):  (i) an Initial Member (A) makes a general assignment
of all or substantially all of its assets for the benefit of creditors; (B)
applies for, consents to, or acquiesces in the appointment of a receiver,
trustee, custodian, or liquidator for its business or all or substantially all
of its assets; (C) files, or consents to or acquiesces in, a petition seeking
relief or reorganization under any bankruptcy or insolvency laws; or (D) has a
petition seeking relief or reorganization under any bankruptcy or insolvency
laws filed against it which is not dismissed within ninety (90) days after it
was filed (each such Initial Member, a “Bankrupt Member”),
then the Company shall immediately notify each of the Initial Members in writing
of the occurrence of such Wind-Up Event (a “Wind-Up Event
Notice”); and any Initial Member that is not a Bankrupt Member may, in a
writing (the “Dissolution Notice”)
delivered to the other Initial Members  no earlier than sixty (60)
calendar days of receipt of the Wind-Up Event Notice and no later than ninety
(90) calendar days following receipt of such Wind-Up Notice, (the “Dissolution Notice
Deadline”), elect to wind up, dissolve and liquidate the Company in
accordance with Section 12.1(c); subject to the receipt of the prior written
consent of the other Initial Member who is not a Bankrupt Member.
  (b)           Failure to Deliver
Dissolution Notice.  If no Initial Member delivers a
Dissolution Notice prior to the Dissolution Notice Deadline, then the business
of the Company will continue to be operated in accordance with the Approved Plan
as if the Wind-Up Event had not occurred and the Capital Contribution
commitments set forth in Sections 2.2, 2.3, 2.4 and 2.9 shall remain in full
force and effect.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 45
  (c)           Effect of Dissolution
Notice.  Upon delivery of a Dissolution Notice, without any
further action of the Board or any Member other than the receipt of the prior
written consent of the other Initial member who is not a Bankrupt Member, the
Company will be wound up, dissolved and liquidated in accordance with Article
XIII (with the Board acting as the Liquidator unless the Board has appointed a
Liquidator), applicable law and the following: For the earlier of (1) the ***
following delivery of a Dissolution Notice or (2) the earlier termination of the
Transaction Agreements (the “Conversion Period”),
all of the Transaction Agreements will remain in full force and effect, subject
to the terms thereof and the receipt of timely payments therefor, until
expiration of the Conversion Period, at which time such agreements will
terminate.  During the Conversion Period:  the Board shall
use its good faith efforts to maximize the liquidation value of the Company; (B)
the Company shall (1) terminate all cancelable obligations, (2) minimize all
costs and expenses to the fullest extent possible other than the minimum amount
necessary to provide services to existing subscribers in the ordinary course of
business, and (3) not incur any new obligations other than those obligations
that are funded out of the operations of the Company without the prior Approval
of the Initial Members; and (C) the Members agree to use commercially reasonable
efforts to structure all transactions in connection with the wind-up,
dissolution and liquidation of the Company, whether occurring during the
Conversion Period or thereafter, in a tax efficient manner mutually agreeable to
the Initial Members.
  12.2.       Other
TerminationEvents.
  (a)           Upon
*** notice to each Initial Member, this Agreement may be terminated upon (i) the
Supermajority Approval of the Board and (ii) such approvals and notifications of
such Members as may be required by Section 5.6 or Section 5.6A..
  (b)           If
this Agreement is terminated pursuant to this Section 12.2 (other than in
connection with the conversion to a corporation as contemplated by Section
14.17), then:
  (i)           each
of the other Transaction Agreements shall terminate contemporaneously
therewith;
  (ii)          such
terminations shall not release any party to any of the Transaction Agreements
from any liability that (A) had accrued or arisen prior to or as of such
termination, (B) may accrue in respect of any act or omission prior to
termination or (C) is expressly stated to survive the termination;
and
  (iii)          the
Company shall be dissolved (without any further action of the Board or the
Members) pursuant to Article XIII.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 46
  ARTICLE
XIII
  DISSOLUTION
  13.1 Dissolution of the
Company (a)           Upon
obtaining the requisite Approval of the Members to dissolve the Company in
accordance with the provisions of this Agreement (including without limitation
Sections 5.6(vi) and 5.6A hereof) or in connection with the delivery of a
Dissolution Notice under Article XII, the Company shall be dissolved and
liquidated in accordance with the provisions of Section 13.1(b) and applicable
law.
  (b)          At
the time the Company is dissolved, the business and affairs of the Company shall
be wound up and liquidated by a liquidating trustee to be appointed by the Board
(the “Liquidator”) as
expeditiously as business circumstances will permit in an orderly and
business-like manner and in accordance with applicable law.  Unless
instructed by the Board to distribute assets owned by the Company in kind to the
Members (such allocations to be reasonably specified by the Board) after the
satisfaction of the items set forth in clauses (i)-(iii) below, to the extent
feasible, the assets of the Company shall be sold or otherwise reduced to cash,
and distributed, except as otherwise provided by law, in the following order and
priority:
  (i)           to
pay the expenses of the winding-up and liquidation of the Company;
  (ii)
              to
      pay all creditors of the Company, including Members;
  and
  (iii)         to
establish reserves, in amounts established by the Liquidator, to meet contingent
or unknown liabilities of the Company.
  The
remaining assets of the Company shall be applied and distributed based on the
Gross Asset Value of such assets, among the Members in accordance with Section
3.3(c); provided however that in the event of a dissolution or Capital Event
prior to the date that is *** months following execution of this Agreement,
distributions, if any, resulting from such dissolution or Capital Event shall
first be paid ***.
  (c)          At
the termination and dissolution of the Company, neither the Company name, nor
the right to its use, nor the goodwill, if any, attached thereto or to the
Company shall be considered as an asset of the Company, and no valuation shall
be put thereon for the purpose of liquidation or distribution, or any other
purpose whatsoever.
  (d)          The
Gross Asset Value of the Company assets shall be redetermined in connection with
the dissolution of the Company and any items of Profits and/or Losses resulting
therefrom shall be allocated among the Members pursuant to Article
III.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 47
  ARTICLE
XIV
  MISCELLANEOUS
  14.1 Confidentiality (a)           All
communications between the Company and its Members, their Affiliates or their
respective directors, officers, managers, employees, agents, representatives,
attorneys, accountants, other professional advisors or lending institutions
(collectively “Representatives”),
all information which is supplied to and received by any of them from the other
which is marked “confidential”, and all material information concerning the
business operations, affairs or the financial arrangements of the Members, their
respective Affiliates, the Company or of any Person with whom any of them is in
a confidential relationship with regard to the matter in question coming to the
knowledge of the recipient solely by virtue of such information having been
furnished to the Company, the Members or their Affiliates, shall be kept
confidential by the recipient and may be used only for the benefit of the
Company, including, without limitation, the evaluation and negotiation of
transactions in connection with the Company’s Business, and shall not be
disclosed to any other Person except an Affiliate of the recipient, or any
Representatives of the recipient on obtaining a similar undertaking as to its
confidentiality from such Person, which obligation shall remain in effect unless
and until (i) the recipient can reasonably demonstrate that any such
communication, information and material is, or part of it is, in the public
domain but through no fault of its own, whereupon, to the extent that it is in
the public domain, this obligation shall cease, or (ii) the recipient is advised
by legal counsel that disclosure is required by applicable laws or regulations,
whereupon the recipient shall (A) immediately notify the disclosing party in
writing of the existence, terms and circumstances surrounding such event, and
(B) consult and cooperate with the disclosing party so that the disclosing party
may seek (at its sole cost) an appropriate protective order and/or waive
compliance with the provisions of this Agreement.  If, in the absence
of a protective order or the receipt of a waiver hereunder, the recipient is
nonetheless, in the opinion of the recipient’s legal counsel, legally required
to disclose the confidential information to any court, governmental agency or
tribunal or is otherwise required under applicable laws or regulations to
disclose such confidential information, the recipient may disclose the
confidential information to the minimum extent so required to such court,
governmental agency or tribunal or as otherwise so required under applicable
laws or regulation without liability hereunder.
  (b)           The
terms of this Agreement shall be held confidential by the Members and their
Affiliates and their respective Representatives and shall not be disclosed
without the Approval of the Initial Members, except as required by law, rule or
regulation; provided, that if
legal counsel to any Member (the “Disclosing Member”)
advises that disclosure of any term or terms of this Agreement is required under
any applicable law or regulation, then the Disclosing Member shall (A)
immediately notify the other Members in writing of the existence, terms and
circumstances surrounding such event, and (B) consult and cooperate with the
other Members so that the other Members may seek (at their sole cost) an
appropriate protective order and/or waive compliance with the provisions of this
Agreement.  If, in the absence of a protective order or the receipt of
a waiver hereunder, the recipient is nonetheless, in the opinion of the
recipient’s legal counsel, legally required to disclose such term or terms to
any court, governmental agency or tribunal or is otherwise required under
applicable laws or regulations to disclose such term or terms, the recipient may
disclose such term or terms to the minimum extent so required to such court,
governmental agency or tribunal or as otherwise so required under applicable
laws or regulation without liability hereunder. Each recipient shall be
responsible for any improper disclosure of its Affiliates or
Representatives.  Subject to the immediately preceding sentence, the
timing and nature of the announcements relating to the establishment of the
Company and this Agreement shall be made only with the Approval of HTI and
QC.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 48
  (c)           The
Members shall use their best efforts to procure the observance of the
above-mentioned restrictions by the Company and shall take all reasonable steps
to minimize the risk of disclosure of confidential information by ensuring that
only such employees, officers and directors whose duties will require them to
possess any such information shall have access thereto, and that they will be
instructed to treat the same as confidential.
  (d)           Notwithstanding
anything in this Section 14.1 to the contrary, in the event a Member desires to
Transfer its Interest pursuant to Article VIII, the nondisclosure provisions of
Section 14.1 shall not apply to a potential transferee who executes a
confidentiality agreement in form and substance reasonably acceptable to the
Board.
  (e)           This
Section 14.1 shall survive any termination of this Agreement.
  (f)           This
Section 14.1 is subject to Section 14.16 of this Agreement.
  14.2       Accountin g, Books and Records Accounting, Books and
Records. The Company shall maintain at its principal office separate
books of account for the Company which (i) shall fully and accurately
reflect all transactions of the Company, all costs and expenses incurred, all
charges made, all credits made and received, and all income derived in
connection with the conduct of the Company and the operation of its business in
accordance with GAAP or, to the extent inconsistent therewith, in accordance
with this Agreement and (ii) shall include all documents and other
materials with respect to the Company’s business as are usually entered and
maintained by Persons engaged in similar businesses.  The Company
shall use the accrual method of accounting in preparation of its annual reports
and for tax purposes and shall keep its books and records
accordingly.  Subject to subsection (c) below and to applicable law,
any Member or its designated representative shall have the right, at any
reasonable time and for any lawful purpose related to the affairs of the Company
or the investment in the Company by such Member, (i) to have access to and
to inspect and copy the contents of such books or records, (ii) to visit
the facilities of the Company and (iii) to discuss the affairs of the
Company with its officers, employees, attorneys, accountants, customers and
suppliers.  The Company shall not charge such Member for such
examination and each Member shall bear its own expenses in connection with any
examination made for any such Member’s account.
  (b) Reports.
  (i)           In
General.  The lead financial manager of the Company (or if
none, the General Manager) shall be responsible for the preparation of financial
reports of the Company and the coordination of financial matters of the Company
with the Accountants.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 49
  (ii)           Periodic and Other
Reports.  The Company shall cause to be delivered to each
Member the financial statements listed in clauses (A) through
(C) below, prepared, in each case, in accordance with GAAP (and, if
required by any Member for purposes of reporting under the Securities Exchange
Act of 1934, Regulation S-X) and in English, and such other reports as any
Member may reasonably request from time to time, provided that, if the Board so
determines within *** days thereof, such other reports shall be provided at such
requesting Member’s sole cost and expense.  Such financial statements
shall be accompanied by an analysis, in reasonable detail, of the variance
between the financial condition and results of operations reported therein and
the corresponding amounts for the applicable period or periods in the Approved
Plan.  The monthly and quarterly financial statements referred to in
clauses (B) and (C) below may be subject to normal year-end audit
adjustments.  On an annual basis (or more frequently, if required by
law or if required by any Member for purposes of reporting under the Securities
Exchange Act of 1934, Regulation S-X), the Company’s financial statements shall
be audited or otherwise reviewed by the Company’s Accountants.
  (A)
              As
      soon as practicable following the end of each Fiscal Year (and in any
      event not later than *** after the end of such Fiscal Year), a balance
      sheet of the Company as of the end of such Fiscal Year and the related
      statements of operations, Members’ Capital Accounts (and Unreturned
      Capital Contributions) and changes therein, and cash flows for such Fiscal
      Year, together with appropriate notes to such financial statements, all of
      which shall be audited and certified by the Accountants, and in each case,
      to the extent the Company was in existence, setting forth in comparative
      form the corresponding figures for the immediately preceding Fiscal Year
      (in the case of the balance sheet) and the two (2) immediately preceding
      Fiscal Years (in the case of the
statements).
  (B)
              As
      soon as practicable following the end of each of the first three fiscal
      quarters of each Fiscal Year (and in any event not later than *** after
      the end of each such fiscal quarter), a balance sheet of the Company as of
      the end of such fiscal quarter and the related statements of operations,
      Members’ Capital Accounts (and Unreturned Capital Contributions) and
      changes therein, and cash flows for such fiscal quarter and for the Fiscal
      Year to date, in each case, to the extent the Company was in existence,
      setting forth in comparative form the corresponding figures for the prior
      Fiscal Year’s fiscal quarter and interim period corresponding to the
      fiscal quarter and interim period just
  completed.
  (C)
              As
      soon as practicable following the end of each the first two calendar
      months of each fiscal quarter (and in any event not later than *** after
      the end of such calendar month), a balance sheet as of the end of such
      month and statements of operations for the interim period through such
      month and the monthly period then
ended.
  (D)
              The
      quarterly or monthly statements described in clauses (B) and (C) above
      shall be accompanied by a written certification of the lead financial
      manager of the Company (or if none, the General Manager) that such
      statements have been prepared in accordance with GAAP or this Agreement,
      as the case may be.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 50
  (c)           Proprietary
Information.  Notwithstanding anything to the contrary in this
Section 14.2, and except as otherwise expressly set forth in this
Agreement, a Member other than the Initial Members shall only have access
to such information regarding the Company as is required by applicable law and
shall not have access for such time as the Board deems reasonable to such
information relating to the Company’s business which the Board reasonably
believes to be in the nature of trade secrets or other information the
disclosure of which the Board in good faith believes is not in the best interest
of the Company or could damage the Company or its business or which the Company
is required by law or by agreement with another Person to keep
confidential.
  14.3 Entire Agreement;
Amendments This
Agreement, and any annexes, schedules or exhibits hereto, and the other
Transaction Agreements delivered herewith, which incorporate all prior
understandings relating to the subject matter hereof and thereof, set forth the
entire agreement of the parties hereto with respect to the matters set forth
herein and therein and supersede any prior agreement or understanding among or
between them with respect to such subject matters.  In no event shall
this Agreement be modified or amended without the Supermajority Approval of the
Members under Section 5.6, whether such amendment or modification is effected
through an amendment adopted under this paragraph, through a merger or
consolidation, or otherwise; provided, however, that if and
to the extent that any modification or amendment to this Agreement has a
disproportionally adverse effect on the Class C Members when compared to the
effect on the Class A Members and Class B Members, such modification or
amendment shall require the approval of each of the Initial Members; provided
further that any amendment to Sections 5.6(vi) or 5.6A, or Articles XII or XIII
shall require approval of all of the Initial Members.
  14.4 
       [Intentionally Omitted]
  14.5         Notices.  Any
notice or request specifically provided for or permitted to be given under this
Agreement must be in writing, but may be served by depositing the same in the
mail, addressed to the party to be notified, postage prepaid, and registered or
certified, with a return receipt requested.  Notice given by
registered mail or certified mail shall be deemed delivered and effective on the
date of delivery as shown on the return receipt.  Notice may be served
by hand delivery, courier service, telegram or transmission by telecopier, but
shall be deemed delivered and effective as of the time of actual delivery
thereof to the addressee and, in the case of notice by telecopier, when
confirmation of receipt is obtained by the addressee.  For purposes of
notice, the addresses of the Members and the Company shall be as set forth in
Annex A hereto.
  14.6 Waiver The
failure of a party to insist upon strict performance of any provision hereof, at
any time or for any period of time, shall not constitute a waiver of, or
estoppel against asserting, the right to require such performance in the future
nor shall a waiver or estoppel with respect to a later breach of a similar
nature or otherwise be inferred from such failure.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 51
  14.7 Successors and
Assigns This
Agreement shall apply to, and shall be binding upon, the parties hereto, their
respective permitted successors and assigns, and all Persons claiming by,
through, or under any of the aforesaid Persons.
  14.8 Cumulative
Rights The
rights and remedies provided by this Agreement are cumulative, and the use of
any right or remedy by any party shall not preclude or waive its rights to use
any or all other remedies.
  14.9 Further
Assurances Each
party agrees to execute (and acknowledge, if requested) and deliver such
additional documents and instruments and to perform such additional acts as may
be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions, conditions and purposes of this Agreement and all the
transactions contemplated by this Agreement and all other agreements delivered
in connection herewith.
  14.10 Governing
Law The
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware without regard to the conflict of laws principles
thereof.
  14.11 Severability If
any term or provision of this Agreement or the application thereof to any party
or set of circumstances shall, in any jurisdiction and to any extent, be finally
held invalid or unenforceable, such term or provision shall only be ineffective
as to such jurisdiction, and only to the extent of such invalidity or
unenforceability, without invalidating or rendering unenforceable any other
terms or provisions of this Agreement, and the parties hereto shall negotiate in
good faith a substitute provision which comes as close as possible to the
invalidated or unenforceable term or provision, and which puts each party in a
position as nearly as comparable as possible to the position it would have been
in but for the finding of invalidity or unenforceability, while remaining valid
and enforceable.
  14.12 Construction The
headings in this Agreement are inserted for convenience and identification only
and are not intended to describe, interpret, define or limit the scope, extent
or intent of this Agreement or any provision hereof.  Whenever the
context requires, the gender of all words used in this Agreement shall include
the masculine, feminine and neuter and the number of all words shall include the
singular and the plural. This Agreement will be construed simply according to
its fair meaning and not strictly for or against any party.  Each of
the parties hereto acknowledges and agrees that it has been represented by
counsel and has fully considered the language, terms and provisions of this
Agreement and, as such, no rule of construction requiring interpretation against
the draftsperson will apply in the interpretation of this
Agreement.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 52
  14.13 Counterparts This
Agreement may be executed in any number of counterparts with the same effect as
if all the parties hereto had signed the same document.  All
counterparts shall be construed together and shall constitute one and the same
document.
  14.14 No Third Party
Rights Nothing
herein expressed or implied shall confer upon any of the employees of any
Member, the Company or any of their Affiliates, any rights or remedies,
including without limitation, any rights to employment or continued employment,
for any specified period, of any nature or kind whatsoever under or by reason of
this Agreement.
  14.15
              Expenses.
  (a)           Except
for various expenses included in the Capital Contributions of the Initial
Members pursuant to Article II and the Shared Costs (as set forth below in
Section 14.15(b)), each Member shall bear the full costs and expenses incurred
by it and its Affiliates (including, without limitation, legal fees, fees of
other advisors and travel and labor costs) in connection with the negotiation,
preparation and execution of the Transaction Agreements and the consummation of
the transactions contemplated by the Transaction Agreements (“Individual
Costs”). Such Individual Costs will not be eligible for
reimbursement from the Company.
  (b)           The
Initial Members agree that the legal costs of the initial preparation and
drafting of this Agreement as set forth on Schedule 14.15 attached hereto (the
“Shared Costs”)
shall be paid by the Company on the Effective Date out of the cash proceeds
received by the Company for the initial issuance of Interests to the Initial
Members hereunder, unless such Shared Costs have been paid previously by HTI, in
which case the Company shall reimburse HTI, on the Effective Date for the amount
of such Shared Costs out of the cash proceeds received by the Company for the
initial issuance of Interests to the Initial Members hereunder.
  14.16 Public
Announcements Neither
any Member or any of its Affiliates or the Company shall make a public
announcement or press release with respect to the Company or this Agreement
without the written consent of HTI and QC, except as may be required by law,
rule or regulation and if so required the party making such public announcement
or press release shall use its commercially reasonable efforts to provide the
other Members with a reasonable opportunity for review and comment in advance of
its release. The parties recognize that each of HTI, QC and AMAC may be required
to disclose this agreement as a “Material Agreement”, in the reasonable
determination of such party in consultation with their legal counsel, and, as
such, may need to file it with the Securities and Exchange Commission, subject
to an appropriate confidential treatment request as will be generated by such
Initial Member in consultation with the other Initial
Members.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 53
  14.17 Conversion to Corporate
Form (a)           In
the event that the Board shall determine that the business of the Company should
be conducted in the form of a corporation rather than a limited liability
company (and such determination receives the Supermajority Approval of the
Members), the Board shall have the power to convert the Company into a
corporation or take such other action as they may deem advisable in light of
such changed conditions, including, without limitation, creating one or more
Subsidiaries of the Company and contributing to such Subsidiaries any or all of
the assets and liabilities of the Company and distributing the capital stock of
such Subsidiary or Subsidiaries pro rata to the Members, or causing the Members
to contribute their Interests into a corporation.  In connection with
any such incorporation of the Company, the Members shall receive, in exchange
for their Interests and related Units, shares of capital stock of such
corporation or its Subsidiaries having the same relative economic interest in
such corporation or Subsidiaries as is set forth in this Agreement as among the
holders of Interests in the Company (as if such exchange were being made in
connection with a Capital Event hereunder), subject in each case to
modifications to conform to the provisions set forth in the Delaware General
Corporation Law. At the time of such conversion, the Members shall enter into a
mutually acceptable shareholders agreement.
  (b) In
the event that the Members agree to convert the Company to a corporation
pursuant to Section 14.17(a), the Members agree to use commercially reasonable
efforts to structure such conversion in a tax efficient manner. All forms of a
certificate or articles of incorporation, by-laws, stockholders’ agreement and
any other governing documents proposed to be established for such corporation
and its Subsidiaries, if any, must be Approved by Supermajority Approval of the
Members.  In addition, each of the Members agrees to take all action
necessary with respect to their Units and Interests in order to approve any
conversion to corporate form that has been Approved by Supermajority Approval of
the Members in accordance with this Section 14.17.
  14.18 Certificates of
Units (a)           Every
Member’s Units shall be represented by a certificate or certificates, provided
that the Board may provide by resolution or resolutions that some or all of any
or all classes or series of Units shall be uncertificated.  Any such
resolution shall not apply to Units represented by a certificate until such
certificate is surrendered to the Company.  Notwithstanding the
adoption of such a resolution by the Board, every holder of Units represented by
certificates and, upon request, every holder of uncertificated Units shall be
entitled to have a certificate signed by, or in the name of, the Company by the
General Manager, or the President or a Vice President, and by the Treasurer or
the Secretary of the Company, or as otherwise permitted by law, representing the
number of Units registered in certificate form.  Any or all the
signatures on the certificate may be a facsimile signature.
  (b)           Transfers
of Units shall be made on the books of the Company by the holder of the Units in
person or by such holder’s attorney upon surrender and cancellation of
certificates for a like number of Units, or as otherwise required by law or
provided by this Agreement with respect to uncertificated Units.
  (c)           No
certificate evidencing Units shall be issued in place of any certificate alleged
to have been lost, stolen or destroyed, except upon production of such evidence
of such loss, theft or destruction and upon delivery to the Company of a bond of
indemnity in such amount, upon such terms and secured by such surety, as the
Board in its discretion may require.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 54
  (d)           Each
certificate evidencing Units shall bear the following legend on the face
thereof:
  THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UNDER A
LIMITED LIABILITY COMPANY AGREEMENT A COPY OF WHICH IS ON FILE WITH, AND MAY BE
OBTAINED UPON WRITTEN REQUEST TO, THE SECRETARY OF THE COMPANY.  NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) IN ACCORDANCE
WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT AND (B) PURSUANT
TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
THEREUNDER.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS
CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH LIMITED
LIABILITY COMPANY AGREEMENT.
  (e)           Upon
the sale of any Units pursuant to an Initial Public Offering or upon the
termination or expiration of the transfer restrictions under this Agreement, the
certificates representing such Units shall be replaced, at the expense of the
Company, with certificates or instruments not bearing the applicable legend or
legends required by this Section 14.18.
  (f)           Until
such time as the certificates or instruments evidencing Units are no longer
required to bear either of the legends contained in Sections 14.18(d) above,
each Member agrees and undertakes to cause each transferee thereof to agree that
it will not Transfer any Units except (i) pursuant to an Initial Public Offering
or (ii) pursuant to the terms of this Agreement.
  14.19 Registered
Members .  Except
as expressly required by applicable law, the Company will be entitled to treat
the holder of record of an Interest in the Company as the holder in fact thereof
and will not be bound to recognize any equitable or other claim to or interest
in such Interest on the part of any other Person, whether or not the Company has
express or other notice thereof.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 55
  ARTICLE
XV
  SUBMISSION
TO JURISDICTION; WAIVERS
  15.1 Submission To Jurisdiction;
Waivers (a)           Each
party to this Agreement hereby irrevocably and unconditionally, with respect to
any matter or dispute (which after good faith efforts by the interested parties
to resolve such dispute in a mutually satisfactory manner, including, if
applicable, the dispute resolution provisions of Article VI, has not been so
resolved) arising under, or in connection with, this
Agreement:
  (i)           submits
for itself and its property in any legal action or proceeding relating to this
Agreement, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive general jurisdiction of the courts of the State of
Delaware, the courts of the United States of America for the District of
Delaware, and appellate courts from any thereof (and covenants not to commence
any legal action or proceeding in any other venue or jurisdiction);
  (ii)          consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
  (iii)         agrees
that service of process in any such action will be in accordance with the laws
of the State of Delaware;
  (iv)         waives
in connection with any such action any and all rights to a jury trial;
and
  (v)          agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law.
  (b)          Each
party to this Agreement agrees that notwithstanding any other remedy available
at law or in equity for any breach of this Agreement, the parties hereto shall
be entitled to specific performance and injunctive or other equitable relief as
a remedy for any such breach.  Such remedy shall not be deemed to be
the exclusive remedy for breach of this Agreement, but shall be in addition to
all other remedies available at law or in equity to the parties
hereto.
  ARTICLE
XVI
  DEFINITIONS
  16.1 Definitions As
used herein the following terms shall have the meanings set forth
below:
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 56
  “Acceptance Notice”
shall have the meaning specified in Section 8.2(b).
  “Accountants” shall
mean the Initial Accountants and any such successor firm of nationally
recognized independent certified public accountants that, as of such time, has
been appointed by the Board as the accountants for the Company pursuant to
Section 5.5.
  "Adjusted Capital
Account" means the Capital Account maintained for each Member as of the
end of each Fiscal Year or other taxable period, (a) increased by any amounts
that such Member is obligated to restore under the standards set by Regulations
Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under
Regulations Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the
amount of all losses and deductions that, as of the end of such Fiscal Year or
taxable period, are reasonably expected to be allocated to such Member in
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Regulation
Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of
the end of such Fiscal Year or taxable period, are reasonably expected to be
made to such Member in subsequent years in accordance with the terms of this
Agreement or otherwise to the extent they exceed offsetting increases to such
Member's Capital Account that are reasonably expected to occur during (or prior
to) the year in which such distributions are reasonably expected to be made
(other than increases as a result of a minimum gain chargeback pursuant to
Section 3.4(b) or (c)).  The foregoing definition of Adjusted Capital
Account is intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.
  “Affiliate” shall mean
with respect to any Person, any other Person that, either directly or
indirectly, through one or more agents, nominees, intermediaries, trusts, or
other arrangements, whether formal or informal, controls, is controlled by or is
under common control with that Person.  The term “control” shall mean
the possession, directly or indirectly, of the power to either (i) vote more
than fifty percent (50%) of the securities having ordinary voting power for the
election of directors (or comparable positions in the case of partnerships and
limited liability companies), or (ii) direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.
  “Agreement” shall mean
this Limited Liability Company Agreement, as the same may be further amended,
supplemented or otherwise modified from time to time.
  “AMAC” shall have the
meaning set forth in the preamble to this Agreement.
  “AMAC Reseller
Agreement” shall have the meaning set forth in Section
7.1(d).
  “Approved Plan” shall
mean the Business Plan attached hereto as Exhibit C and any modification thereto
that is Approved by the Supermajority Approval of the Board.
  “Approval”, “Approve” or “Approved” shall mean
the approval by vote either by phone or in person at a Members’ meeting or a
Board meeting, or by written consent of the Members or the Board, in each case,
pursuant to the provisions of Articles IV and V.
  “Assessment” shall
have the meaning specified in Section 8.5.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 57
  “Bankrupt Member”
shall have the meaning specified in Section 12.1(a).
  “Board” shall have the
meaning specified in Section 5.2.
  “Business” shall have
the meaning specified in Section 1.6(a).
  “Business Day” shall
mean any day that is not a Saturday, a Sunday or any other day on which banks
are required by law to be closed in the City of New York.
  “Business Plan” shall
have the meaning specified in Section 5.13.
  “Buyer” shall have the
meaning specified in Section 2.8.
  “Capital Account”
shall have the meaning specified in Section 3.1.
  “Capital
Contributions” shall mean those contributions of cash, the agreed fair
market value of other assets (net of liabilities) contributed to the capital of
the Company by the Members and, for purposes of Sections 2.1(a), 3.3(c) and
13.1(c), the allocations made pursuant to Section 3.6. Contributions shall be
taken into account as Capital Contributions only to the extent they have
actually been made, or in the case of services, actually performed.
  “Capital Event” shall
mean (i) the sale, exchange or other disposition of all or substantially all of
the assets of the Company, (ii) the sale, exchange or other disposition of all
or substantially all of the Units, or (iii) any merger, consolidation or other
business combination transaction involving the Company (other than a transaction
in which the holders of the Units continue to own a majority of the total voting
power represented by the ownership interests of the surviving entity in such
transaction.
  “Capital Event
Distribution” shall mean a distribution in connection with a Capital
Event.
  “Certificate of
Formation” shall have the meaning specified in Section 1.1.
  “Class” shall mean the
classes of Units into which Interests may be classified or divided from time to
time pursuant to the provisions of this Agreement.
  “Class A Directors”
shall have the meaning specified in Section 5.3(a).
  “Class A Member” shall
mean any Member holding one or more Class A Units, in its capacity as
such.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 58
  “Class A Unit” shall
mean any Unit classified as such pursuant to the provisions of this
Agreement.
  “Class B Directors”
shall have the meaning specified in Section 5.3(a).
  “Class B Member” shall
mean any Member holding one or more Class B Units, in its capacity as
such.
  “Class B Unit” shall
mean any Unit classified as such pursuant to the provisions of this
Agreement.
  “Class C Director”
shall have the meaning specified in Section 5.3(a).
  “Class C Member” shall
mean any Member holding one or more Class C Units, in its capacity as
such.
  “Class C Unit” shall
mean any Unit classified as such pursuant to the provisions of this
Agreement.
  “Code” shall mean the
Internal Revenue Code of 1986, as amended.
  “Company” shall mean,
LIFECOMM LLC, a Delaware limited liability company, together with its successors
by conversion, merger, consolidation or sale of all or substantially all of the
assets of the Company.
  “Conditional Transfer
Notice” shall have the meaning specified in Section 8.2(a).
  “Contribution Cure
Period” shall have the meaning specified in
Section 12.1(a).
  “Conversion Period”
shall have the meaning specified in Section 12.1(c).
  “Convertible
Securities” shall have the meaning specified in Section
5.5(iv).
  “Cure Periods” shall
have the meaning specified in Section 12.1(a).
  “Damages” shall have
the meaning specified in Section 10.1.
  “Declining Member”
shall have the meaning specified in Section 8.2(c).
  “Defaulting Party”
shall have the meaning specified in Section 2.9(b).
  “Delaware LLC Act”
shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§
18-101, et
seq., as it may be amended from time to time, and any successor to such
statute.
  “Designated Officers”
shall have the meaning specified in Section 6.1(b) and shall consist of the
following individuals: *** for HTI, *** for QC and *** for AMAC.
  “Director” shall mean
a member of the Board appointed and serving in accordance with the provisions of
Article V.
  “Dispute” shall have
the meaning specified in Section 6.1.
  “Dissolution Notice”
shall have the meaning specified in Section 12.1(a).
  “Dissolution Notice
Deadline” shall have the meaning specified in Section
12.1(a).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 59
  “Distribution Policy”
shall have the meaning specified in Section 3.2(a)(ii).
  “Dragging Member” and
“Dragging
Members” shall have the meaning specified in Section 8.3.
  “Effective Date” shall
have the meaning specified in the preamble of this Agreement.
  “Exchange” shall have
the meaning specified in Section 8.5.
  “Exchange Value” shall
have the meaning specified in Section 8.5.
  “Exchanging Member”
and “Exchanging
Members” shall have the meaning specified in
Section 8.5.
  “Excluded Securities”
shall have the meaning specified in Section 2.8(f).
  “Executive Management
Team” shall have the meaning specified in Section 5.9(b).
  “Fiscal Year” shall
mean the calendar year and shall include any partial fiscal year at the
beginning and at the end of the term of the Company.
  “Funding Period 1”
means the Effective Date through the *** anniversary thereof,
inclusive.
  “GAAP” shall mean
generally accepted accounting principles in the United States of America in
effect from time to time.
  “General Manager”
shall mean, at any time, the chief executive officer of the Company as appointed
by HTI pursuant to Section 5.9(b) and, if none, then the Board will act (by
majority vote) as the General Manager.
  “Gross Asset Value”
shall mean, with respect to any asset, the asset’s adjusted basis for Federal
income tax purposes, except as follows:
  (i)           The
initial Gross Asset Value of any asset contributed by a Member to the Company
shall be the fair market value of such asset at the time it is accepted by the
Company, unreduced by any liability secured by such asset, as determined by the
Board;
  (ii)           The
Gross Asset Values of all Company assets shall be adjusted to equal their
respective fair market values, unreduced by any liabilities secured by such
assets, as determined by the Board, as of the following times:  (a)
the acquisition of an additional interest in the Company by any new or existing
Member in exchange for more than a de minimis capital contribution, or the grant
of an interest in the Company (other than a de minimis interest) as
consideration for the provision of services to or for the benefit of the Company
by an existing Member acting in a Member capacity, or by a new Member acting in
a Member capacity or in anticipation of being a Member; (b) the relinquishment
of an Interest (or any part thereof) to the Company; (c) the distribution by the
Company to a Member of more than a de minimis amount of property as
consideration for an interest in the Company; and (d) the liquidation of the
Company within the meaning of Treas. Regs. § 1.704-1(b)(2)(ii)(g); provided, however, that except to the
extent otherwise provided in this Agreement adjustments pursuant to clauses (a),
(b) and (c) above shall be made only if the Board reasonably determines that
such adjustments are necessary or appropriate to reflect the relative economic
interests of the Members in the Company;
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 60
  (iii)           The
Gross Asset Value of any Company asset distributed to any Member shall be
adjusted to equal the fair market value of such asset, unreduced by any
liability secured by such asset, on the date of distribution as determined by
the Board; and
  (iv)           The
Gross Asset Values of Company assets shall be increased (or decreased) to
reflect any adjustments to the adjusted basis of such assets pursuant to Code
Section 734(b) or Code Section 743(b), but only to the extent that such
adjustments are taken into account in determining Capital Accounts pursuant to
Treas. Regs. § 1.704-1(b)(2)(iv)(m) and Section  11.4(f) and Section
11.4(g) hereof; provided,
however, that Gross Asset Values shall not be adjusted pursuant to this
paragraph (iv) to the extent the Board reasonably determines that an adjustment
pursuant to paragraph (ii) hereof is necessary or appropriate in connection with
a transaction that would otherwise result in an adjustment pursuant to this
paragraph (iv).
  If the
Gross Asset Value of an asset has been determined or adjusted pursuant to
paragraphs (i), (ii), or (iv) hereof, such Gross Asset Value shall thereafter be
adjusted by the depreciation taken into account with respect to such asset for
purposes of computing Net Profits and Net Losses.
  For
purposes of clause (ii) of this definition of “Gross Asset Value”, the making of
any contribution described in Section 2.2(b) or 2.3(c) shall constitute the
acquisition of an additional interest in the Company for more than a de minimis
capital contribution.
  “HTI” shall have the
meaning set forth in the preamble to this Agreement.
  “HTI Infrastructure Access
Agreement” shall have the meaning specified in Section
7.1(a).
  “Indemnifying Party”
shall have the meaning specified in Section 10.2.
  “Indemnitee” shall
have the meaning specified in Section 5.12.
  “Individual Costs”
shall have the meaning specified in Section 14.15(a).
  “Initial Accountants”
shall mean PricewaterhouseCoopers.
  “Initial Members”
shall mean HTI, QC and AMAC and their Permitted Transferees (except as otherwise
set forth in Section 8.1(f)), so long as such Initial Member and/or its
Permitted Transferees own, in the aggregate, at least *** of the number of Units
owned by the Initial Member on the Effective Date (as adjusted for conversions,
Unit splits and the like, but without taking into account any dilution as a
result of the issuance of additional Units by the Company).
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 61
  “Initial Public
Offering” shall mean the initial offer for sale of Securities pursuant to
an effective registration statement filed under the Securities Act which results
in an active trading market in such Securities (it being understood that such an
active trading market shall be deemed to exist if, among other things, such
Securities are listed on the NASDAQ Stock Market or another national securities
exchange).
  “Integrated Action
Team” shall have the meaning specified in Section 6.1(a).
  “Interest” shall mean
a limited liability company interest in the Company as provided in this
Agreement and under the Delaware LLC Act and includes any and all rights and
benefits to which the holder of such Interest may be provided under this
Agreement, together with all obligations of such Person to comply with the terms
and provisions of this Agreement.  Interests shall be expressed as a
number of Units.  Interests shall also include any Securities which
are convertible into or exchangeable or redeemable for Units of the
Company.
  “Liabilities” shall
have the meaning specified in Section 5.11.
  “Liquidator” shall
have the meaning specified in Section 13.1(b).
  “Liquidity Demand
Notice” shall have the meaning specified in
Section 8.5.
  “Liquidity Event”
shall have the meaning specified in Section 8.5.
  “Material Adverse
Effect” shall mean any circumstance, change, event, transaction, loss,
failure, effect or other occurrence that is, or is reasonably likely to be,
materially adverse to (i) the business, operations, condition (financial or
otherwise), assets, liabilities or results of operations of (x) the applicable
Member together with its Affiliates, if any, taken as a whole or (y) the Company
or (ii) the applicable Member’s ability to perform its obligations under the
Transaction Agreements.
  “Material Terms” shall
have the meaning specified in Section 8.4(a).
  “Member” shall mean a
Person (a) (i) who is listed as a Member on Annex A hereto as of the date
hereof, (ii) who is a transferee of an Interest in accordance with the
provisions of Article VIII or (iii) to whom a new Interest is issued pursuant to
Section 2.8 and (b) who has not resigned or withdrawn as a Member or been
dissolved.  Reference to a “Member” shall be to any one of the
Members.
  “Mobile PERS” shall
have the meaning specified in Section 1.6(a).
  “Mobile PERS ***”
means any entity that ***, and whose *** is specifically *** in the Territory.
For the avoidance of doubt, a Mobile PERS *** shall not include a *** Company’s
mobile cellular personal emergency response products or services. Solely for
purposes of this definition of“Mobile PERS ***
means developing the elements of, and ***.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 62
  “Non-Transferring
Member” shall have the meaning specified in Section 8.2(a).
  “Notice of Pre-Approved
Capital Call” shall have the meaning specified in Section
2.9(a).
  “Notice of Proposed
Issuance” shall have the meaning specified in Section 2.8.
  “Observer” shall have
the meaning specified in Section 5.3(a).
  “Offered Interests”
shall have the meaning specified in Section 2.8.
  “Offered Units” shall
have the meaning specified in Section 8.2(a).
  “Ordinary
Distributions” means distributions of Company’s cash on hand and other
assets from time to time as set forth in Section 3.3(a).  Ordinary
Distributions shall exclude Capital Event Distributions.
  “Other Parties” shall
have the meaning specified in Section 10.2.
  “Over-Allotment
Notice” shall have the meaning specified in Section 8.2(b).
  “Over-Allotment
Period” shall have the meaning specified in Section 8.2(b).
  “Oversubscription
Notice” shall have the meaning specified in Section 2.8(d).
  “Percentage Interest”
shall mean, with respect to any Member, the fraction expressed as a percentage
determined by dividing the number of Units owned by such Member by the total
number of Units then issued and outstanding (excluding Units in the Company’s
treasury (if any)).  The Percentage Interests of the Members at any
time will be determined by reference to Annex A and shall be subject to
adjustment as specified in Section 2.1(c) and as otherwise set forth in this
Agreement.
  “Permitted Transferee”
shall have the meaning specified in Section 8.1(f).
  “Person” shall mean
any individual, corporation, limited liability company, partnership, firm, joint
venture, association, trust, joint stock company, unincorporated organization or
other entity.
  “Pre-Approved Capital
Call” shall have the meaning specified in Section 2.9(a).
  “Profits” and “Losses” means, for
each Fiscal Year or other taxable period, an amount equal to the Company’s
taxable income or loss for such year or period, determined in accordance with
Code Section 703(a), and for this purpose, all items of income, gain, loss
or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss, with the
following adjustments:
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 63
  (i)   Any
income of the Company exempt from federal income tax and not otherwise taken
into account in computing Profits or Losses pursuant to this definition shall be
added;
  (ii)   Any
items of expenditure of the Company described in Code Section 705(a)(2)(B)
or items of expenditure treated as Code Section 705(a)(2)(B) expenditures
pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise
taken into account in computing Profits or Losses pursuant to this definition,
shall be subtracted;
  (iii)   In
the event the Gross Asset Value of any property is adjusted pursuant to clauses
(i), (ii), or (iii) of that definition, the amount of such adjustment shall be
taken into account as gain or loss from the disposition of such property for
purposes of computing Profits or Losses;
  (iv)   Gain
or loss resulting from any disposition of property with respect to which gain or
loss is recognized for federal income tax purposes shall be computed by
reference to the Gross Asset Value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its Gross Asset
Value;
  (v)   In
lieu of the depreciation, amortization, or cost recovery deductions allowable in
computing taxable income or loss, there shall be taken into account the
depreciation computed based upon the adjusted book value of the
property.
  (vi)   To
the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to Code Section 734(b) or Code Section 743(b) is required pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in
determining Capital Accounts as a result of a distribution other than in
liquidation of a Member’s interest in the Company, the amount of such adjustment
shall be treated as an item of gain (if the adjustment increases the basis of
the asset) or loss (if the adjustment decreases the basis of the asset) from the
disposition of the asset and shall be taken into account for purposes of
computing Profits or Losses;
  Notwithstanding
any other provision of this definition, any items which are specially allocated
pursuant to Sections 3.4, 3.5 and 3.6 shall not be taken into account in
computing Profits or Losses.
  “Property” shall mean
all right, title and interest of the Company in and to all or any portion of the
assets of the Company and any property (real or personal) or estate acquired in
exchange therefor or in connection therewith.
  “Proportionate Share”
shall have the meaning specified in Section 2.8.
  “Proposed Sale” shall
have the meaning specified in Section 8.4.
  “Proposed Units” shall
have the meaning specified in Section 8.4.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 64
  “Proposing Member” and
“Proposing
Members” shall have the meaning specified in Section 8.4.
  “Proposing Transferor”
shall mean an Initial Member which intends to Transfer its Units in accordance
with the provisions of Section 8.2(a).
  “Purchasing Member”
shall have the meaning specified in Section 8.2(b).
  “QC” shall have the
meaning set forth in the preamble to this Agreement.
  “QC Services
Agreement” shall have the meaning set for in Section 7.1(c).
  “QC Know-How License
Agreement” shall have the meaning set forth in Section
7.1(b).
  “Regulations” means
the U.S. Income Tax Regulations of the Department of the Treasury, including
Temporary Regulations, promulgated under the Code, as such Regulations may be
amended (including corresponding provisions of succeeding
regulations).
  “Regulatory
Allocations” shall have the meaning specified in Section
3.6.
  “Remaining Offered
Interests” shall have the meaning specified in Section
2.8(d).
  “Remaining Offered
Units” shall have the meaning specified in Section 8.2(b).
  “Remaining Tag-Along
Units” shall have the meaning specified in Section 8.4(c).
  “Representatives”
shall have the meaning specified in Section 14.1(b).
  “Request” shall have
the meaning specified in Section 8.4(a).
  “Resolution Request”
shall have the meaning specified in Section 6.2(a).
  “Restricted Period”
shall have the meaning specified in Section 8.1(a).
  “Right of First Offer”
shall have the meaning specified in Section 8.2(a).
  “Securities” shall
mean shares of common stock or other equity securities of the
Company.
  “Securities Act” shall
mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to
time.
  “Shared Costs” shall
have the meaning specified in Section 14.15(b).
  “Subsidiary” shall
mean, as to any Person, any other Person of which shares of stock or other
ownership interest having ordinary voting power (other than stock having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such Person, are at the time owned,
or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 65
  “Supermajority
Approval” shall mean (i) with respect to the Board, the Approval of ***
Directors and (ii) with respect to the Members, the Approval of Members holding
an aggregate Percentage Interest in excess of ***; provided that in the event
that either of HTI or QC cease to own at least *** of the respective number of
Units owned by each such Initial Member on the Effective Date (as adjusted for
conversions, Unit splits and the like), Supermajority Approval shall be deemed
to mean, with respect to the Board, Approval of a majority of the Directors of
the Board with respect to the Board and, with respect to the Members, the
Approval of Members holding an aggregate Percentage Interest in excess of
***.
  “Tag-Along Members”
shall have the meaning specified in Section 8.4(a).
  “Tag-Along Notice”
shall have the meaning specified in Section 8.4(a).
  “Tag-Along Units”
shall have the meaning specified in Section 8.4(c).
  “Tax Distributions”
shall have the meaning specified in Section 3.2(b).
  “Tax Matters Member”
shall have the meaning specified in Section 11.1(a).
  “***Period” shall have
the meaning specified in Section 2.8.
  “Territory” shall mean
the United States of America, ***.
  “Third Party
Investors” shall have the meaning set forth in Section 2.7.
  “*** Period” shall
have the meaning set forth in Section 8.2(b).
  “Transaction
Agreements” shall mean the Certificate of Formation, this Agreement, the
HTI Infrastructure Access Agreement, the HTI Services Agreement, the QC Know-How
License Agreement, the QC Services Agreement and the AMAC Reseller
Agreement.
  “Transfer” shall have
the meaning specified in Section 8.1(b).
  “Transfer Price” shall
mean the price stated in a Transfer Notice (which price must be payable solely
in cash) and is the cash price at which a Proposing Transferor offers to
Transfer each of his Offered Units.
  “Transferring Member”
shall have the meaning specified in Section 12.5(b).
  “Unit” shall mean a
fractional share of the Interests of all Members holding Units of such
Class.  The Classes and number of Units outstanding and the holders
thereof are set forth on Annex A, as such Annex may be amended from time to time
pursuant to the terms of this Agreement.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 66
  “Unreturned Capital
Contributions” shall mean, with respect to a Member, an amount (not less
than zero) equal to the excess of such Member's aggregate Capital Contributions
as of the time of determination over the amount of cash and Gross Asset Value of
property previously distributed to the Member prior to such time pursuant to
Article III.
  “Wind-Up Event” shall
have the meaning specified in Section 12.1(a).
  “Wind-Up Event Notice”
shall have the meaning specified in Section 12.1(a).
  “Withheld Taxes” shall
have the meaning specified in Section 3.9.
  “Withholding Loan”
shall have the meaning specified in Section 3.9.
  (b)           The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, annex, schedule
and exhibit references are to this Agreement unless the context shall otherwise
require.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 67
  [Signature
page to LLC Agreement]
  IN
WITNESS WHEREOF, the Members have executed this Limited Liability Company
Agreement as of the day first written above.
  HUGHES
TELEMATICS, INC.
 
 By /s/
Jeffrey A. Leddy
 Name:  Jeffrey
A. Leddy
 Title:  CEO
  QUALCOMM
INCORPORATED
 
 By  /s/
David E. Wise
 Name:  David
E. Wise
 Title:  SVP
Finance & Strategy
  AMERICAN
MEDICAL ALERT CORP.
 
 By /s/
Jack Rhian
 Name:  Jack
Rhian
 Title:  CEO
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 68
  Annex
A
  MEMBERS
OF THE COMPANY
  Members
                            
                            Class
      and
                              Number
      of
                              Units
      OwnedHUGHES
      Telematics, Inc.
                              
                              2002
      Summit Boulevard, Suite 1800
                              Atlanta,
      Georgia 30319
                              
                              Attention:  Jeffrey
      Leddy
                              
                              Facsimile:
      (404) 573-5824
                              
                              with
      a copy to: General Counsel
                              
                              and
      a copy to:
                            
                            A: ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 69
  QUALCOMM
      INCORPORATED
                    
                    5775
      Morehouse Drive
                    
                    San
      Diego, CA 92121-2779
                    
                    Attention:
      Paul Fiskness
                    
                    Facsimile:
      (858) 658-2503
                    
                    with
      a copy to: Paul Hedtke
                    
                    and
      a copy to: General Counsel
                  
                  B: ***American
      Medical Alert Corp.
                    
                    36-36
      33rd
      Street, Suite 103
                    
                    Long
      Island City, New York  11106
                    
                    Attention:  Jack
      Rhian
                    
                    Facsimile:
      (516) 394-2701
                    
                    with
      a copy to:
                    Allan
      Grauberd, Esq.
                    Moses
      & Singer, LLP
                    405
      Lexington Ave
                    New
      York, NY 10174
                    Facsimile:
      (917) 206-4381
                  
                  C: ***
  For
purposes of notice, the address of the Company shall be as follows:
 
 LIFECOMM LLC
 2002 Summit Boulevard, Suite
1800
 Atlanta, GA 30319
 Attention:  General
Manager
 Facsimile: (404)
573-5824
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 70
  Schedule
1
  Description
of Pre-closing and Post-closing
  Non-Cash
Capital Contributions of the Initial Members
  Section
1.
  A.           QC’s Initial
Contributions:  QC’s initial *** non-cash contribution to the
Company shall be in accordance with the Business Plan and shall include the
Licensed Know How as defined and described in the QC Know-How License
Agreement.
  B.           QC Subsequent
Contributions:  QC’s subsequent non-cash contribution to the
Company consists of access to Qualcomm engineering and certain other resources
at a *** per man-hour relating to such services until the aggregate value of
non-cash contribution of services to the Company totals ***) in accordance with
the terms and conditions, including without limitation any timetable, set forth
in the QC Services Agreement and any associated statement of work. QC shall be
entitled to credit for in-kind contributions pursuant to Section 2.3(c) of the
LLC Agreement in an amount equal to *** set forth in Exhibit C (as such Exhibit
C may be amended from time to time by QC to include additional categories of
personnel providing services under the QC Services Agreement) to the QC Services
Agreement ***. Qualcomm shall provide such services to the Company in accordance
with the terms and conditions, including without limitation any timetable, set
forth in the QC Services Agreement and any associated statement of
work.
  Section
2.
  A.           HTI’s Initial
Contributions: HTI’s initial $10,500,000 non-cash contribution to the
Company shall be in accordance with the Business Plan and shall include access
to and adaptation of its “Telematics Platform” and organizational infrastructure
that will become the basis for the Operational Support System and Business
Support Systems (OSS/BSS) with the OSS Capabilities and BSS Capabilities as
defined and described in the HTI Infrastructure Access Agreement.  HTI’s
business infrastructure will provide the Company BSS functions, including HR
support, payroll, accounting, financial management and reporting in accordance
with the Business Plan and the terms and conditions of the HTI Infrastructure
Access Agreement.
  B.           HTI’s Subsequent
Contributions: HTI’s subsequent non-cash contribution to the Company of
up to $10,900,000 consists of HTI providing the personnel to staff certain OSS
and BSS functions of the Company as described in, and in accordance with the
terms and conditions, including without limitation any timetable, set forth in
the HTI Services Agreement and any associated statement of work. This
includes the Executive Management Team during that period. HTI will also provide
engineering support services to the Company during initial development of the
Mobile PERS Solution and for a period of time following commercial launch of the
Mobile PERS solution/service and such other services as are described in the HTI
Services Agreement and any associated statement of work. HTI shall provide such
services to the Company in accordance with the terms and conditions, including
without limitation any timetable, set forth in the HTI Services Agreement and
any associated statement of work.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 71
  Schedule
3.1
  Capital
Accounts as of Effective Date
 
  HUGHES
Telematics,
Inc.                                        ***
  QUALCOMM
INCORPORATED                           ***
  American
Medical Alert
Corp.                                 ***
   ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 72
  Schedule
5.3
  Directors
and Alternate Directors
  Class
      A Directors:
                  ***.Alternate:
                  ***Class
      B Directors:
                  ***Alternates:
                  ***Class
      C Directors:
                  ***Alternates:
                  ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 73
  Schedule
14.15
  Shared
Costs
  *** of
legal fees and costs.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 74
  Exhibit
A
  Certificate
of Formation
 
 ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 75
  Exhibit
B
 
 Company
Wiring Instructions
 ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 76
  Exhibit
C
 
 Business
Plan
 
 ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 77
 
 EXHIBIT
D
  ASSIGNMENT AND ASSUMPTION
AGREEMENT
  ASSIGNMENT AND ASSUMPTION
AGREEMENT, dated as of ______ __, 201_ (this “Assignment”), between
[___________________________,a _______ corporation (the “Assignor”), and
_________________________________, a ____________ (the “Assignee”).
  WHEREAS, Assignor is party to
that certain Limited Liability Company Agreement of LIFECOMM LLC (the
“Company”), dated as of May [12], 2010 (as amended, the “LLC Agreement”) by
and among Assignor, ________________________ (“____”) and ______________________
(“_____”);
  WHEREAS, pursuant to the
Section 8.1 of the LLC Agreement, the Assignor is entitled to assign its rights
under the LLC Agreement to the Assignee; and
  WHEREAS, the Assignor desires
to assign its rights under the LLC Agreement and the Assignee wishes to assume
the obligations of the Assignor under the LLC Agreement.
  NOW, THEREFORE, in
consideration of the premises contained herein, the parties hereto agree as
follows:
  Section
1.  Defined
Terms.
  Capitalized
terms used herein and not defined shall have the respective meanings set forth
in the LLC Agreement.
  Section
2. Assignment and
Assumption.
  Pursuant
to the Assignor’s rights under Section 8.1 of the LLC Agreement, the Assignor
hereby transfers, conveys and assigns all of its right, title and interest in,
to and under the LLC Agreement, and the Assignee hereby assumes and shall
perform, discharge and otherwise be responsible for all obligations,
responsibilities or liabilities of the Assignor under the LLC Agreement; provided,
that:
  a.           The
Assignor and the Assignee represent for the benefit of the Company that this
Assignment is in compliance with all applicable federal and state securities
laws; and
  b.           To
the extent required by Section 8.1(d)(iii) of the LLC Agreement, prior to the
effectiveness of this Assignment, the Assignor or the Assignee shall have
delivered the opinion required therein.
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 78
  Section
3.  Assignment.
  This Assignment shall be binding upon
and inure to the benefit of the parties hereto and their successors and
permitted assigns.
  Section 4.  Validity.
  To be
valid, this Assignment must be permitted under Section 8.1 of the LLC
Agreement.
  Section
5.  Counterparts.
  This
Assignment may be executed in any number of separate counterparts (including via
facsimile), each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
  Section
6.  Applicable
Law.
  THIS
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF
DELAWARE.
  * * * *
*
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 79
  IN WITNESS WHEREOF, the
parties hereto have executed this Assignment and Assumption Agreement as of the
date first above written.
 ASSIGNOR:[INSERT
      NAME]By:Name:Title:ASSIGNEE:[INSERT
      NAME]By:Name:Title:
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 80
  Exhibit
7.1(a)
 HTI
Infrastructure Access Agreement
  ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 81
  Exhibit
7.1(b)
  HTI
Services Agreement
  ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 82
  Exhibit
7.1(c)
  QC
Know-How License Agreement
  ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 83
  Exhibit
7.1(d)
  QC
Services Agreement
  ***
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 84
  Exhibit
7.1(e)
  AMAC
Reseller Agreement
  See
Exhibit 10.2
  ***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended. Confidential portions have been omitted and will be
filed separately with the Securities and Exchange Commission.
 85