REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of February 4, 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 February 4, 2011Stockholders’ Agreement • March 16th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
STOCKHOLDERS’ AGREEMENT, dated as of February 4, 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”).
Memorandum of Understanding for S.A.C. PEI CB Investment, L.P. Redemption TransactionMedQuist Holdings Inc. • March 16th, 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
