DEALER MANAGER AGREEMENTDealer Manager Agreement • February 2nd, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
MedQuist Holdings Inc., a Delaware corporation, (the “Company”), proposes to offer to exchange (such exchange offer, as it may from time to time be amended or supplemented, the “Exchange Offer”) shares of the Company’s common stock, par value $0.10 per share (the “Company Shares”) for any and all properly tendered and accepted shares of common stock (the “MedQuist Shares”) of MedQuist Inc., a New Jersey corporation. For each of the MedQuist Shares the Company accepts for exchange in accordance with the terms of the Exchange Offer, the Company will issue one Company Share. The Company has caused each of the Exchange Offer Materials (as defined below) to be used in connection with the Exchange Offer to be prepared and furnished to you on or prior to the date hereof.
