EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • Delaware
Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.
July 11, 2011 Peter Masanotti [ADDRESS REDACTED] Dear Peter:Agreement and Release • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New Jersey
This letter (this “Agreement and Release”), upon your signature, confirms the entire agreement between MedQuist Inc. (the “Company”), MedQuist Holdings Inc. (“Holdings” and, together with the Company and its and their subsidiaries and affiliates, the “Company Group”) and you regarding the terms of your separation from employment with the Company Group.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MEDQUIST HOLDINGS INC., MIAMI ACQUISITION CORPORATION, MIAMI ACQUISITION LLC, MULTIMODAL TECHNOLOGIES, INC. AND Michael Finke, as Securityholder Representative Dated as of July 11, 2011Agreement and Plan of Merger and Reorganization • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of July 11, 2011 by and among MedQuist Holdings Inc., a Delaware corporation (“Parent”), Miami Acquisition Corporation, a Pennsylvania corporation and a direct wholly-owned subsidiary of Parent (“Sub I”), Miami Acquisition LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Sub II”, and with Sub I, the “Subs”), Multimodal Technologies, Inc., a Pennsylvania corporation (the “Company”), and Michael Finke, who will serve as the representative of the Company’s shareholders, and is referred to herein from time to time as the “Securityholder Representative.”
FIRST AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENTCredit Agreement • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, WAIVER AND CONSENT (this “Amendment”) is entered into as of July 11, 2011, by and among CBay Inc., a Delaware corporation, MedQuist Inc., a New Jersey corporation, MedQuist Transcriptions, Ltd., a New Jersey corporation (collectively, the “Borrowers”), 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 Agent for the Lenders (“Agent”).
MEDQUIST HOLDINGS INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MedQuist Holdings Inc. (the “Company”) and Roger L. Davenport (the “Grantee”) as of this 11th day of July, 2011 (the “Effective Date”).
SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENTSenior Subordinated Note Purchase Agreement • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 11, 2011 (this “Second Amendment”), is entered into among 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”), MedQuist Holdings Inc., a Delaware corporation (“Holdings”), MedQuist, as Issuer Representative, BlackRock Kelso Capital Corporation (“BKC”), PennantPark Investment Corporation (“Pennant”), Citibank, N.A. (“Citibank”), and THL Credit, Inc. (“THL” and together with BKC, Pennant, Citibank and the other Purchasers from time to time parties hereto, collectively, the “Purchasers”).
