AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 2012 • Legend Acquisition Sub, 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”).
LIMITED GUARANTY July 2, 2012Legend Acquisition Sub, Inc. • July 17th, 2012 • Services-computer processing & data preparation • Delaware
This Limited Guaranty (this “Limited Guaranty”) is being delivered by One Equity Partners V, L.P.(the “Guarantor”) to MModal Inc. (the “Company”) in connection with the execution of the Agreement and Plan of Merger, dated as of the date hereof, by and among Legend Parent, Inc. (“Parent”), Legend Acquisition Sub, Inc. (“Merger Sub”) and the Company (as the same may be amended or modified from time to time, the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • July 17th, 2012 • Legend Acquisition Sub, Inc. • Services-computer processing & data preparation • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 2, 2012, is by and among Legend Parent, Inc., a Delaware corporation (“Parent”), Legend Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholders listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
