INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2010 • 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 • November 26th, 2010 • 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”).
EMPLOYMENT AGREEMENT (Michael Seedman)Employment Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated August 8, 2008 by and between CBaySystems Holdings Limited (“Holdings”), CBay Inc. (the “Company”) and Michael Seedman (the “Executive”).
June 24, 2010CBaySystems Holdings LTD • November 26th, 2010 • 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.
STOCK OPTION AGREEMENTStock Option Agreement • November 26th, 2010 • 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 • November 26th, 2010 • 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”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 26th, 2010 • 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 • November 26th, 2010 • 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”).
ASSIGNMENT, ASSUMPTION AND AGREEMENT TO RELINQUISH OFFICE SPACE AND AMENDMENT TO OFFICE LEASE AGREEMENTAssignment, Assumption and Agreement • November 26th, 2010 • 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”).
OFFICE LEASE BETWEEN FORD MOTOR LAND DEVELOPMENT CORPORATION, LANDLORD AND SPHERIS OPERATIONS INC., TENANTOffice Lease • November 26th, 2010 • 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 • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • England
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 26th, 2010 • 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.
Company Letterhead]Employment Agreement • November 26th, 2010 • 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:Variation • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation
AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • November 26th, 2010 • 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
GUARANTY AGREEMENT Dated as of September 30, 2010 among CBAYSYSTEMS HOLDINGS LIMITED, MEDQUIST IP LLC, MEDQUIST CM LLC. MEDQUIST OF DELAWARE, INC. and Each Other Guarantor From Time to Time Party Hereto and BLACKROCK KELSO CAPITAL CORPORATION,...Joinder Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
This Agreement and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain subordination and Intercreditor Agreement (the “Subordination Agreement”) among BlackRock Kelso Capital Corporation (“BKC”), PennantPark Investment Corporation (“Pennant”), Citibank, N.A. (“Citibank”), THL Credit, Inc. (“THL” and together with BKC, Pennant and Citibank, the “Purchasers”), 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 “Issuers”) and General Electric Capital Corporation (“Agent”), to the indebtedness (including interest) owed by the Issuers pursuant to that certain Credit Agreement dated as of October 1, 2010 among the Issuers, Agent and the lenders from time to time party thereto, as such Credit Agreement has been and hereafter may be amended, supplemented or o
CBay Inc. 2661 Riva Rd, Building 1000, 5th Floor Annapolis, MD 21401 Tel: 410.940.6900 Fax: 410.266.5475 info@cbaysystems.com www.cbaysystems.comEmployment Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation
CBaySystems Holdings Limited (“Holdings”) and 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, Holdings 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 2009 calendar year pursuant to the terms and conditions set forth below in this letter agreement. Capitalized terms used herein without definition shall have the mean
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this October 1, 2010, by and among Blackrock Kelso Capital Corporation, a Delaware corporation, PennantPark Investment Corporation, a Maryland corporation, Citibank, N.A., a national association and THL Credit, Inc., a Delaware corporation (collectively, the “Subordinated Creditors”), 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 “Companies”), and General Electric Capital Corporation, a Delaware corporation, as Agent for all Senior Lenders party to the Senior Credit Agreement described below.
STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG SPHERIS HOLDING II, INC. SPHERIS INC., SPHERIS OPERATIONS LLC, VIANETA COMMUNICATIONS, SPHERIS LEASING LLC, SPHERIS CANADA INC., AS SELLERS — and — CBAY INC., and MEDQUIST INC., AS PURCHASERS Dated as of...Stock and Asset Purchase Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of April 15, 2010, is by and among Spheris Holding II, Inc., a Delaware corporation and direct wholly owned subsidiary of Spheris Holding III, Inc., Spheris Inc., a Delaware corporation and direct wholly owned subsidiary of Spheris Holding II, Inc., Spheris Operations LLC, a Tennessee limited liability company and direct wholly owned subsidiary of Spheris Inc., Vianeta Communications, a California corporation and direct wholly owned subsidiary of Spheris Operations LLC, Spheris Leasing LLC, a Tennessee limited liability company and direct wholly owned subsidiary of Spheris Operations LLC, and Spheris Canada Inc., a Tennessee corporation and wholly owned subsidiary of Spheris Operations LLC (collectively, the “Sellers”), CBay Inc., a Delaware corporation (“CBay”), and MedQuist Inc., a New Jersey corporation (“Medquist”) (Medquist and CBay together, the “Purchasers”). Each of the Sellers and Purchasers are referred to in
Re: First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“ Indemnitee ”) dated August 23, 2007 (the “ Indemnification Agreement ”)CBaySystems Holdings LTD • November 26th, 2010 • 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:
VOTING AGREEMENTVoting Agreement • November 26th, 2010 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
This VOTING AGREEMENT (this “Agreement”) is dated as of September 30, 2010, by and between CBaySystems Holdings Limited, a British Virgin Islands company (the “Company”), and the undersigned holders (the “Shareholders”) of ordinary shares, par value $.10 per share (the “Ordinary Shares”) of the Company. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Exchange Agreement (defined below).
