##### Table of Contents



Exhibit 10.8
 
   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, 2011




---



##### 



Table of Contents
 PageArticle I.
    
    INTRODUCTORY MATTERS
    
    
    11.1
    
    Defined Terms
    
    
    11.2
    
    Construction
    
    
    3Article II.
    
    CORPORATE GOVERNANCE MATTERS
    
    
    32.1
    
    Board of Directors
    
    
    3Article III.
    
    COVENANTS
    
    
    43.1
    
    Books and Records; Access
    
    
    43.2
    
    Additional Information
    
    
    5Article IV.
    
    MISCELLANEOUS
    
    
    54.1
    
    Termination
    
    
    54.2
    
    Notices
    
    
    54.3
    
    Further Assurances
    
    
    64.4
    
    Assignment
    
    
    64.5
    
    Amendment; Waiver
    
    
    64.6
    
    Third Parties
    
    
    64.7
    
    Governing Law
    
    
    64.8
    
    Consent to Jurisdiction
    
    
    64.9
    
    Waiver of Jury Trial
    
    
    74.10
    
    Specific Performance
    
    
    74.11
    
    Entire Agreement
    
    
    74.12
    
    Titles and Headings
    
    
    74.13
    
    Severability
    
    
    84.14
    
    Counterparts
    
    
    84.15
    
    Effectiveness
    
    
    8
  i




---



##### Table of Contents



STOCKHOLDERS AGREEMENT
 Company SAC CBI SAC CBI II SAC Asia SAC Entities
  IPO
 Closing Date
   Defined Terms
  Affiliate
 Agreement
 Applicable Law
 beneficially own
 Board
 Business Day
 Closing Date




---



##### Table of Contents



2 
 Company
 Common Stock
 Control Controlled by under common Control with
 Director
 Exchange
 Exchange Act
 Governmental Authority
 IPO
 Law
 Permitted Assigns
 Person
 SAC Asia
 SAC CBI
 SAC CBI II
 SAC Designee
 SAC Entities
 Stockholders




---



##### Table of Contents



3 Subsidiary
 Transfer Transferor Transferee Transferred Transfer
 Construction
 or hereof herein hereunder
  Board of Directors
 Stockholders
 provided




---



##### Table of Contents



4 SAC
Designee
 Class I Directors Class II Directors Class III Directors
    Books and Records; Access
 provided, however,




---



##### Table of Contents



5 Additional Information
 provided, however,
  Termination
  Notices




---



##### Table of Contents



6 Further Assurances
  Assignment
 provided however
 Amendment; Waiver
  Third Parties
  Governing Law
  Consent to Jurisdiction




---



##### Table of Contents



7  Waiver of Jury Trial
  Specific Performance
  Entire Agreement
  Titles and Headings




---



##### Table of Contents



8  Severability
  Counterparts
  Effectiveness




---



##### Table of Contents



MEDQUIST HOLDINGS INC.By:

/s/
Clyde SwogerName:
    Clyde SwogerTitle:
    CFO S.A.C. PEI CB INVESTMENT, L.P.
By: S.A.C. PEI CB Investment GP, Limited, its general partnerBy:

/s/
Peter NussbaumName:
    Peter NussbaumTitle:
    Authorized Signatory S.A.C. PEI CB INVESTMENT II, LLC
By: S.A.C. Private Capital Group, LLC, its managerBy:

/s/ Peter NussbaumName:
    Peter NussbaumTitle:
    Authorized Signatory INTERNATIONAL EQUITIES (S.A.C. ASIA) LIMITEDBy:

/s/ Peter NussbaumName:
    Peter NussbaumTitle:
    Authorized Signatory


[Signature Page to IPO Stockholders' Agreement]