INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement is dated as of _________, 2011 (this “Agreement”) and is between MedQuist Holdings Inc., a Delaware corporation (the “Company”), and [Name of director/officer] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
This Indemnification Agreement (“Agreement”), dated August 23, 2007, is entered into by and between MedQuist Inc. (the “Company”), and [see schedule below] of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENT (Peter Masanotti)Employment Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
EMPLOYMENT AGREEMENT (the “Agreement”) dated September 3, 2008 by and between MedQuist, Inc. (the “Company”) and Peter Masanotti (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (V. Raman Kumar)Employment Agreement • January 28th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 6, 2010 by and between CBaySystems Holdings Limited (“Holdings”), CBay Inc. (the “Company”), CBay Systems (India) Pvt. Ltd. (the “Subsidiary”), and V. Raman Kumar (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2012 • MModal Inc. • Services-computer processing & data preparation • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc. (the “Company”) and William Donovan (the “Executive”).
June 24, 2010Employment Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
On behalf of MedQuist Inc. (the “Company”), this Agreement describes the terms of the change in your employment status with the Company, to be the Company’s Co-Chief Operating Officer, reporting directly the Company’s CEO and commencing on June 24, 2010 (the “Change in Employment Status Commencement Date”). In Employee’s role as Co-Chief Operating Officer, among other things, he shall manage the Company’s global medical transcription and medical editing operations performed by the Company’s employees and authorized subcontractors. For purposes of this Agreement, you are referred to as the “Employee.” Other capitalized terms used in this Agreement have the meanings defined in Section 6 , below.
EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2012 • MModal Inc. • Services-computer processing & data preparation • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) by and between MModal Inc. (the “Company”) and Kathy Twiddy (the “Executive”) is effective March 20, 2012 (“Effective Date”).
MEDQUIST HOLDINGS INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 4th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MedQuist Holdings Inc. (the “Company”) and Michael Finke (the “Grantee”) as of this 18th day of August, 2011 (the “Effective Date”).
STOCK OPTION AGREEMENTStock Option Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
This option shall terminate and is not exercisable on or after (the “Scheduled Termination Date”), except if terminated earlier as hereafter provided.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Georgia
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of August _, 2009, but made effective as of August 1, 2009, by and between ATLANTA LAKESIDE REAL ESTATE, L.P. , a Georgia Limited Partnership (“Landlord”) and MEDQUIST TRANSCRIPTIONS, LTD. (as successor to Lanier Healthcare, L.L.C.), a New Jersey corporation (“Tenant”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • October 4th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
THIS RESTRICTIVE COVENANT AGREEMENT (the “Agreement”), effective as of August 18, 2011, between Detlef Koll (“Shareholder”) and MedQuist Holdings Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated July 11, 2011, by and among the Company, Multimodal and certain other parties thereto (the “Merger Agreement”), the Company will acquire Multimodal (the “Transaction”);
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Georgia
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made and entered into as of March 1, 2009 by and between ATLANTA LAKESIDE REAL ESTATE, L.P. , a Georgia Limited Partnership (“Landlord”) and MEDQUIST TRANSCRIPTIONS, LTD. (as successor to Lanier Healthcare, L.L.C.), a New Jersey corporation (“Tenant”).
AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
This AMENDMENT TO OFFICE LEASE AGREEMENT (the “Amendment”) is dated as of the 27th day of March, 2009, by and between Carothers Office Acquisition LLC, a Delaware limited liability company (“Landlord”) and Spheris Operations, Inc. (“Tenant”).
MEDQUIST HOLDINGS INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 15th, 2012 • MModal Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MedQuist Holdings Inc. (the “Company”) and [see schedule below] (the “Grantee”) as of this 11th day of July, 2011 (the “Effective Date”).
OFFICE LEASE BETWEEN FORD MOTOR LAND DEVELOPMENT CORPORATION, LANDLORD AND SPHERIS OPERATIONS INC., TENANTOffice Lease • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
THIS LEASE (“Lease”), made this ____ day of June, 2006, by and between FORD MOTOR LAND DEVELOPMENT CORPORATION, a Delaware corporation (“Landlord”) and SPHERIS OPERATIONS INC., a Tennessee corporation, (“Tenant”), provides as follows:
GUARANTY AND SECURITY AGREEMENT Dated as of October 14, 2010 among CBAY INC., MEDQUIST INC., MEDQUIST TRANSCRIPTIONS, LTD. and Each Other Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and...Guaranty and Security Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
GUARANTY AND SECURITY AGREEMENT, dated as of October 14, 2010, by CBay Inc., a Delaware corporation (“CBay”), MedQuist Inc., a New Jersey corporation (“MedQuist”), MedQuist Transcriptions, Ltd., a New Jersey corporation (“MedQuist Transcriptions” and together with CBay and MedQuist, the “Borrowers”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrowers, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
DATED SHARE OPTION AGREEMENT THE CBAYSYSTEMS HOLDINGS LIMITED 2007 EQUITY INCENTIVE PLANShare Option Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • England
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Amended and Restated Clinical Documentation Solution Agreement Cover PageClinical Documentation Solution Agreement • January 10th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Tennessee
This Amended and Restated Clinical Documentation Solution Agreement, consisting of this cover page (the “Cover Page”), the attached terms and conditions (the “Terms and Conditions”), and any and all attachments and schedules to the Terms and Conditions, as well as any and all terms and conditions contained within such attachments and schedules (collectively, the “Agreement”), is made and entered into as of the 1st day of June, 2008 (the “Effective Date”), by and between M*Modal, as defined below, and Client, as defined below.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 10th, 2012 • MModal Inc. • Services-computer processing & data preparation • New Jersey
This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made as of March 21, 2012 by and between Mark R. Sullivan, a New Jersey resident ("Employee"), and MModal MQ Inc. (f/k/a MedQuist Inc.) (the "Company"), a New Jersey corporation, having its principal office at 9009 Carothers Parkway, Suite C-2, Franklin, TN 37067.
THIRD AMENDED AND RESTATED OEM SUPPLY AGREEMENTOem Supply Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
THIS THIRD AMENDED AND RESTATED OEM SUPPLY AGREEMENT (the “Agreement “ or “Third Amended and Restated Agreement”) is entered into by and between MedQuist Inc., a New Jersey corporation (“MedQuist”), and Nuance Communications, Inc. (hereinafter “Nuance”), a successor in interest to Philips Speech Recognition Systems GmbH “PSP”), and made effective as of November 10, 2009 (the “Third Amended and Restated Agreement Effective Date”), amending and restating that certain Amendment 1 to Second Amended and Restated OEM Supply Agreement dated December 31, 2008, and Second Amended and Restated OEM Supply Agreement made effective as of October 1, 2008 (“Second Amended and Restated Agreement Effective Date”), which amended and restated the Amended and Restated OEM Supply
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of ______ (the “Effective Date”) among CBaySystems Holdings Limited, a company incorporated in the British Virgin Islands (including any successors thereto, the “Company”), S.A.C. PEI CB Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“SAC CBI”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(a) of this Agreement.
FEE AGREEMENT BETWEEN NUANCE COMMUNICATIONS, INC. AND MEDQUIST INC.Fee Agreement • August 16th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
This Fee Agreement (“Fee Agreement”), dated June 30, 2011 (“Fee Agreement Effective Date”), is by and between Nuance Communications, Inc., with offices located at 1 Wayside Road, Burlington, MA 01803 (“Nuance”), and MedQuist Inc., with offices located at 9009 Carothers Parkway, Suite C-2, Franklin, TN 37067 (“Licensee”), and supplements and amends the DEP Agreement (as defined below) and the SpeechQ Agreement (as defined below), hereinafter together referred to as the “Underlying Agreements.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of February 4, 2011 (and effective as set forth in Article 24 of this Agreement), by and among MEDQUIST HOLDINGS INC., which shall be a Delaware corporation at the time of the IPO (the “Company”), S.A.C. PEI CB Investment L.P., a Cayman Islands limited partnership (“SAC CBI”), S.A.C. PEI CB Investment II, LLC, a Delaware limited liability company (“SAC CBI II”) and International Equities (S.A.C. Asia) Limited, a company incorporated under the Companies Act of 2001 of Mauritius (“SAC Asia” and, collectively with SAC CBI and SAC CBI II and each of their respective affiliates, the “Stockholders”).
Company Letterhead]Employment Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
CBay Inc. (the “Company”) previously entered into an Employment Agreement dated as of August [ ], 2008 (the “Agreement”) with you, pursuant to which the Company agreed to provide you with certain bonus payments, upon the terms and conditions set forth in the Agreement. As discussed with you, in light of recent events, the Company has determined that it is not in the best interests of and impracticable for the Company to timely pay such bonus amounts to you when such amounts are due under the current terms and conditions of the Agreement. In connection with the foregoing, you and the Company hereby agree to amend certain provisions of the Agreement, effective as of the date hereof, to permit the Company to defer payment of such bonuses to you until a later date in the 2010 calendar year pursuant to the terms and conditions set forth below in this letter agreement. Capitalized terms used herein without definition shall have the meanings assigned to such terms under the Agreement.
THIS DEED OF VARIATION is made the day of 2010 BETWEEN:Deed of Variation • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
DATED 12 JUNE 2007Share Option Agreement • July 11th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • England
ASSIGNMENT, ASSUMPTION AND AGREEMENT TO RELINQUISH OFFICE SPACE AND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Tennessee
This ASSIGNMENT, ASSUMPTION AND AGREEMENT TO RELINQUISH OFFICE SPACE AND AMENDMENT TO OFFICE LEASE AGREEMENT (the “Agreement”) is dated the 22nd day of April, 2010, by and between Carothers Office Acquisition LLC, a Delaware limited liability company, successor in Interest to Ford Motor Land Development Corporation, a Delaware corporation (“Landlord”), and MedQuist Transcriptions, Ltd., a New Jersey limited partnership (“Assignee” or “Tenant”).
Re: First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“ Indemnitee ”) dated August 23, 2007 (the “ Indemnification Agreement ”)Indemnification Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
This letter constitutes an amendment to the Indemnification Agreement (the “Amendment”). All capitalized terms not defined herein shall have the same meanings as given to them in the Indemnification Agreement. The Indemnification Agreement shall be amended as follows:
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 2012 • MModal Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER is entered into this 10th day of August, 2012 (this “Amendment”), by and among Legend Parent, Inc., a Delaware corporation (“Parent”), Legend Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MModal Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
STOCKHOLDERS’ AGREEMENT by and among MEDQUIST HOLDINGS INC. and S.A.C. PEI CB INVESTMENT, L.P., S.A.C. PEI CB INVESTMENT II, LLC and INTERNATIONAL EQUITIES (S.A.C. ASIA) LIMITED Dated as of February 4, 2011Stockholders' Agreement • March 16th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
STOCKHOLDERS’ AGREEMENT, dated as of February 4, 2011 (and effective as set forth in Section 4.15 of this Agreement), by and among MedQuist Holdings Inc., which shall be a Delaware corporation at the time of the IPO (the “Company”) and S.A.C. PEI CB Investment, L.P., a Cayman Islands limited Partnership (“SAC CBI”), S.A.C. PEI CB Investment II, LLC, a Delaware limited liability company (“SAC CBI II”) and International Equities (S.A.C. Asia) Limited, a company incorporated under the Companies Act of 2001 of Mauritius (“SAC Asia” and, together with SAC CBI and SAC CBI II, collectively, the “SAC Entities”).
LICENSE AGREEMENT defined hereinafter as “Agreement” by and between Nuance Communications, Inc. One Wayside Road Burlington, MA 01803 Hereinafter referred to as “Nuance” and / or “Licensor” and MedQuist Inc. 1000 Bishops Gate Blvd, #300 Mount Laurel,...License Agreement • January 28th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
The following terms shall have the meanings ascribed to them herein whenever they are used in this Agreement, unless clearly indicated otherwise by the context.
AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
Pursuant to MedQuist’s Stock Option Plan (the “Plan”) adopted May 29, 2002 and pursuant to this Amended and Restated Stock Option Agreement (the “Agreement”), you are hereby granted an option, effective as of the grant date, to purchase that number of shares of common stock, no par value per share (the “Common Stock”), of MedQuist Inc., a New Jersey corporation (“MedQuist”), set forth on, and at the exercise price per share indicated on, the attached Grant Detail Report. Your option price is intended to equal the higher of (i) the fair market value of the Common Stock as of the grant date or (ii) $8.25. Your right to exercise this option will vest with respect to one-third (1/3) of the shares subject to the option on the first anniversary of the grant date, and, thereafter will vest semi-annually with respect to one-sixth (1/6) of the shares subject to the option on each of the following: the date that is six months after the first anniversary of the grant date, the second anniversary
April 21, 2005Severance Agreement • March 15th, 2012 • MModal Inc. • Services-computer processing & data preparation • New Jersey
On behalf of MedQuist Inc. (the “Company”), this Agreement describes your severance benefits should your employment with the Company terminate pursuant to the conditions set out below. For purposes of this Agreement, you are referred to as the “Employee.”
AMENDMENT NO. 7 TO LICENSING AGREEMENTLicensing Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
THIS AMENDMENT NO. 7 TO LICENSING AGREEMENT (this “Amendment No. 7”), by and between MedQuist Inc. (“MedQuist”), acting on behalf of its wholly owned subsidiaries (direct and indirect), Nuance Communications, Inc. (“Nuance”) successor-in-interest to Philips Speech Recognition Systems GmbH (“PSP”), is dated November 10, 2009 (the “Amendment Effective Date”). Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as that term is defined below).
