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”).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of [•], 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”).
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 , 2011Stockholders’ Agreement • January 28th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
STOCKHOLDERS’ AGREEMENT, dated as of , 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 MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • January 28th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
This Amended and Restated Management Stockholder’s Agreement (this “Agreement”) is entered into as of _____ among CBaySystems Holdings Limited, currently organized under the laws of the British Virgin Islands, (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, SAC CBI and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 3 of this Agreement.
Memorandum of Understanding for S.A.C. PEI CB Investment, L.P. Redemption TransactionMedQuist Holdings Inc. • January 28th, 2011 • Services-computer processing & data preparation
This letter (this “Agreement”) sets forth the understanding of the parties with respect to material terms and conditions of a transaction (the “Transaction”) between Lehman Brothers Commercial Corporation Asia Limited a company incorporated in Hong Kong S.A.R. (Registration Number 0157352) (“LBCCA”), Messrs Paul Brough, Edward Middleton and Patrick Cowley in their capacity as joint and several liquidators of LBCCA (the “Liquidators”) acting without personal liability, S.A.C. Private Equity Investors, L.P., a Delaware limited partnership (“SAC PEI”), S.A.C. PEI CB Investment, L.P., a Cayman Islands exempted limited partnership (the “Company”), and the Company’s general partner S.A.C. PEI CB Investment GP, Limited (the “General Partner”), relating to, among other matters, LBCCA’s ownership of limited partnership interests (the “Interests”) in the Company and the Company’s beneficial ownership of shares, par value $0.10 per share (the “CBay Shares”) of CBaySystems Holdings Limited (to be
