0001441567-12-000010 Sample Contracts

MMODAL INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS
Restricted Stock Award Agreement • August 8th, 2012 • MModal Inc. • Services-computer processing & data preparation • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MModal Inc. (the “Company”) and [_____] (the “Grantee”) as of [_____] (the “Grant Date”).

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WAIVER AGREEMENT
Waiver Agreement • August 8th, 2012 • MModal Inc. • Services-computer processing & data preparation • New York

THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of May 18, 2012 by and among MModal CB Inc. (f/k/a CBay Inc.), a Delaware corporation, MModal MQ Inc. (f/k/a Medquist Inc.), a New Jersey corporation, MModal Services, Ltd. (f/k/a Medquist Transcriptions, Ltd.), a New Jersey corporation (collectively, the “Borrowers”), MModal Inc. (f/k/a MedQuist Holdings Inc.), a Delaware corporation (“Holdings”), the other Loan Parties signatory hereto, the Lenders signatory hereto, and General Electric Capital Corporation, a Delaware corporation, as Administrative Agent for the Lenders (the “Administrative Agent”).

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