Exhibit 1 November 8, 2007 Koninklijke Philips Electronics N.V. Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Re: Amendment to the Governance Agreement by and between Koninklijke Philips Electronics N.V. ("Purchaser") and MedQuist...Governance Agreement � November 13th, 2007 � Koninklijke Philips Electronics Nv � Electronic & other electrical equipment (no computer equip)
This letter constitutes an amendment to the Governance Agreement. The Governance Agreement shall be amended as follows:
EXHIBIT 7.2 ----------- AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement � September 27th, 2007 � Teck Cominco LTD � Mining & quarrying of nonmetallic minerals (no fuels) � Alberta
BY AND AMONGGovernance Agreement � October 12th, 2005 � Brookdale Senior Living Inc. � Services-nursing & personal care facilities � Delaware
AMONGGovernance Agreement � August 22nd, 2005 � Diller Barry � Transportation services � Delaware
AMONGGovernance Agreement � August 22nd, 2005 � Expedia, Inc. � Transportation services � Delaware
AMONGGovernance Agreement � August 12th, 2005 � Iac/Interactivecorp � Transportation services � Delaware
AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT AMENDMENT NO. 1 dated as of March 29, 2005 to the Governance Agreement dated as of October 6, 2003 among ITC^DeltaCom, Inc., a Delaware corporation ("ITC^DeltaCom"), and each Person listed on the signature pages...Governance Agreement � April 6th, 2005 � Welsh Carson Anderson Stowe Viii Lp � Telephone communications (no radiotelephone) � Delaware
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECGovernance Agreement � March 31st, 2004 � Tecnomatix Technologies LTD � Services-prepackaged software
AmongGovernance Agreement � October 21st, 2003 � Itc Deltacom Inc � Telephone communications (no radiotelephone) � Delaware
Exhibit 99.1 ------------ [Exhibit A to Merger Agreement] --------- GOVERNANCE AGREEMENTGovernance Agreement � July 3rd, 2003 � Itc Deltacom Inc � Telephone communications (no radiotelephone) � Delaware
GOVERNANCE AGREEMENTGovernance Agreement � March 11th, 2003 � Fording Canadian Coal Trust � Bituminous coal & lignite surface mining � Alberta
GOVERNANCE AGREEMENTGovernance Agreement � March 10th, 2003 � Ontario Teachers Pension Plan Board � Bituminous coal & lignite surface mining � Alberta
EXHIBIT 1 GOVERNANCE AGREEMENTGovernance Agreement � March 10th, 2003 � Fording Canadian Coal Trust � Bituminous coal & lignite surface mining � Alberta
Article I DefinitionsGovernance Agreement � February 4th, 2003 � American Beverage Co Ambev � Beverages
EXHIBIT 10.4Governance Agreement � March 25th, 2002 � Adstar Com Inc � Services-business services, nec � Delaware
This AGREEMENT REGARDING GOVERNANCE AND COMMERCIAL MATTERS (this "Agreement"), dated December 16, 2001, is entered into by and among American --------- Home Products Corporation, a Delaware corporation ("AHP"), American Cyanamid --- Company, a Maine...Governance Agreement � March 22nd, 2002 � Amgen Inc � Biological products, (no disgnostic substances) � Delaware
FORM OF GOVERNANCE AGREEMENTGovernance Agreement � March 5th, 2002 � Ios Brands Corp � Services-business services, nec � Delaware
This AGREEMENT REGARDING GOVERNANCE AND COMMERCIAL MATTERS (this "Agreement"), dated December 16, 2001, is entered into by and among American --------- Home Products Corporation, a Delaware corporation ("AHP"), American Cyanamid --- Company, a Maine...Governance Agreement � January 31st, 2002 � Amgen Inc � Biological products, (no disgnostic substances) � Delaware
AMONGGovernance Agreement � December 21st, 2001 � Usa Networks Inc � Television broadcasting stations � Delaware
AMONGGovernance Agreement � December 19th, 2001 � Vivendi Universal � Services-business services, nec � Delaware
EXHIBIT 10.1 AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement � December 18th, 2001 � Usa Networks Inc � Television broadcasting stations � Delaware
USA NETWORKS, INC. 152 West 57th Street New York, NY 10019 July 15, 2001Governance Agreement � August 10th, 2001 � Usa Networks Inc � Television broadcasting stations
Reference is made to that certain Governance Agreement, dated as of October 19, 1997 (the "Governance Agreement"), by and among USA Networks, Inc. (f/k/a HSN, Inc., the "Company"), Universal Studios, Inc. ("Universal"), Liberty Media Corporation ("Liberty") and Barry Diller ("Mr. Diller"), and the related Transaction Agreements (as defined in the Stockholders Agreement, dated as of October 19, 1997 (the "Stockholders Agreement"), among such parties and The Seagram Company Ltd.). Capitalized terms used and not defined herein have the meanings provided such terms in the Governance Agreement.
AMENDMENT TOGovernance Agreement � August 2nd, 2001 � Hexcel Corp /De/ � Abrasive, asbestos & misc nonmetallic mineral prods � Delaware
ARTICLE I DEFINITIONSGovernance Agreement � March 2nd, 2001 � Earthlink Inc � Services-computer programming, data processing, etc. � Delaware
EXHIBIT 4.13 GOVERNANCE AGREEMENT This Governance Agreement (this "Agreement"), dated as of December 28, 2000 among Sheldahl, Inc., a Minnesota corporation (the "Company"), and the individuals and entities listed on the signature page of this...Governance Agreement � January 12th, 2001 � Sheldahl Inc � Printed circuit boards
2) if a Business Combination Proposal is made by any Person (other than the Company, a Stockholder or an Affiliate of a Stockholder, or any Person acting in concert with a Stockholder or any Affiliate thereof), then any Stockholder may make a Business...Governance Agreement � November 13th, 2000 � Sheldahl Inc � Printed circuit boards
1 Exhibit 13 AMENDMENT TO GOVERNANCE AGREEMENT THIS AMENDMENT TO GOVERNANCE AGREEMENT (the "Amendment"), dated as of October 25, 2000 is entered into by and between Phoenix International Ltd., Inc., a Florida corporation (the "Company"), and London...Governance Agreement � November 3rd, 2000 � London Bridge Software Holdings PLC � Services-prepackaged software
1 Exhibit 4.2 AMENDMENT TO GOVERNANCE AGREEMENT THIS AMENDMENT TO GOVERNANCE AGREEMENT (the "Amendment"), dated as of October 25, 2000 is entered into by and between Phoenix International Ltd., Inc., a Florida corporation (the "Company"), and London...Governance Agreement � October 30th, 2000 � Phoenix International LTD Inc � Services-prepackaged software
RECITALSGovernance Agreement � October 20th, 2000 � Affymetrix Inc � Services-commercial physical & biological research � California
AMENDMENT NO. 2 to AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement � August 10th, 2000 � Immunex Corp /De/ � Biological products, (no disgnostic substances)
AMENDMENT NO. 2 to AMENDED AND RESTATED GOVERNANCE AGREEMENT This Amendment No. 2 ("Amendment No. 2") is made this 9th day of August, 2000 (the "Amendment Effective Date") by and between AMERICAN CYANAMID COMPANY, a corporation organized and existing...Governance Agreement � August 9th, 2000 � American Home Products Corp � Pharmaceutical preparations
Exhibit 2 GOVERNANCE AGREEMENTGovernance Agreement � June 30th, 2000 � Medquist Inc � Services-computer processing & data preparation � New Jersey
AMONG MEDQUIST INC. ANDGovernance Agreement � June 6th, 2000 � Koninklijke Philips Electronics Nv � Electronic & other electrical equipment (no computer equip) � New Jersey
Exhibit 4 GOVERNANCE AGREEMENTGovernance Agreement � June 1st, 2000 � Medquist Inc � Services-computer processing & data preparation � New Jersey
Exhibit (d)(1)(Q) GOVERNANCE AGREEMENTGovernance Agreement � June 1st, 2000 � Koninklijke Philips Electronics Nv � Electronic & other electrical equipment (no computer equip) � New Jersey