EX-10.2





Exhibit
10.2




EXECUTION COPY




 

 






SPHERIS HOLDING III, INC.




AMENDED AND RESTATED


STOCKHOLDERS’ AGREEMENT




Dated as of October 3, 2008




 

 








 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 
	1.	 	Additional Offerings	 	 	1	 
	 

	 	 	1.1.	 	 	Additional Offerings; Generally
	 	 	1	 
	 

	 	 	1.2.	 	 	Exercise of Purchase Rights
	 	 	2	 
	 

	 	 	1.3.	 	 	Sale of Unpurchased Securities
	 	 	2	 
	 

	 	 	1.4.	 	 	Future Additional Offerings
	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	Restrictions on Transfers and Sales to Third Parties	 	 	2	 
	 

	 	 	2.1.	 	 	General
	 	 	2	 
	 

	 	 	2.2.	 	 	Tag-Along Rights
	 	 	3	 
	 

	 	 	2.3.	 	 	Company Sale
	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	Election of Directors; Committees	 	 	5	 
	 

	 	 	3.1.	 	 	Board Make-up
	 	 	5	 
	 

	 	 	3.2.	 	 	Replacement Directors
	 	 	6	 
	 

	 	 	3.3.	 	 	Committees
	 	 	6	 
	 

	 	 	3.4.	 	 	Directors of Subsidiaries
	 	 	6	 
	 

	 	 	3.5.	 	 	Board Observers
	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	Legends	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	Covenants, Representations and Warranties	 	 	8	 
	 

	 	 	5.1.	 	 	Actions by the Board Requiring the Approval of the Majority
Warburg Investors; Actions by the Board Requiring the Approval
of the Majority TowerBrook Investors
	 	 	8	 
	 

	 	 	5.2.	 	 	Transactions With Investors
	 	 	10	 
	 

	 	 	5.3.	 	 	Information Rights
	 	 	10	 
	 

	 	 	5.4.	 	 	Warburg Information Rights
	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	Amendment, Modification, Supplement and Waiver	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	7.	 	Termination of Rights and Obligations Under Certain Sections	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	Parties	 	 	11	 
	 

	 	 	8.1.	 	 	Assignment Generally
	 	 	11	 
	 

	 	 	8.2.	 	 	Termination
	 	 	12	 
	 

	 	 	8.3.	 	 	Agreements to Be Bound
	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	Recapitalizations, Exchanges, etc. Affecting the Shares	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	10.	 	Further Assurances	 	 	12	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 
	11.	 	Governing Law	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	12.	 	Invalidity of Provision	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	13.	 	Notices	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	14.	 	Headings; Execution in Counterparts	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	15.	 	Entire Agreement	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	16.	 	Injunctive Relief	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	17.	 	Defined Terms	 	 	15	 
	 

	 	 	17.1.	 	 	Affiliate
	 	 	15	 
	 

	 	 	17.2.	 	 	CHS
	 	 	15	 
	 

	 	 	17.3.	 	 	Common Stock
	 	 	15	 
	 

	 	 	17.4.	 	 	Company Sale
	 	 	16	 
	 

	 	 	17.5.	 	 	Convertible Securities
	 	 	16	 
	 

	 	 	17.6.	 	 	Equity Securities
	 	 	16	 
	 

	 	 	17.7.	 	 	Exchange Act
	 	 	16	 
	 

	 	 	17.8.	 	 	Investors
	 	 	16	 
	 

	 	 	17.9.	 	 	Mandatory Conversion
	 	 	16	 
	 

	 	 	17.10.	 	 	Majority TowerBrook Investors
	 	 	16	 
	 

	 	 	17.11.	 	 	Majority Warburg Investors
	 	 	16	 
	 

	 	 	17.12.	 	 	Owns, Own or Owned
	 	 	16	 
	 

	 	 	17.13.	 	 	Permitted Assignee
	 	 	16	 
	 

	 	 	17.14.	 	 	Person
	 	 	17	 
	 

	 	 	17.15.	 	 	Qualified Public Offering
	 	 	17	 
	 

	 	 	17.16.	 	 	Registration Rights Agreement
	 	 	17	 
	 

	 	 	17.17.	 	 	Restricted Stock Plan
	 	 	17	 
	 

	 	 	17.18.	 	 	Securities Act
	 	 	17	 
	 

	 	 	17.19.	 	 	Shares
	 	 	17	 
	 

	 	 	17.20.	 	 	Spheris Investment
	 	 	17	 
	 

	 	 	17.21.	 	 	Spheris Investment LLC Agreement
	 	 	17	 
	 

	 	 	17.22.	 	 	TowerBrook Investors
	 	 	17	 
	 

	 	 	17.23.	 	 	Transfer
	 	 	17	 
	 

	 	 	17.24.	 	 	Warburg Investors
	 	 	17	 
	 

	 	 	17.25.	 	 	Warburg Pincus
	 	 	17	 







ii











 





AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT




     This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of
October 3, 2008 and is entered into by and among Spheris Holding III, Inc., a Delaware corporation
(the “Company”) and the Warburg Investors, the TowerBrook Investors, Spheris Investment and
CHS. Capitalized terms used herein without definition elsewhere in this Agreement are defined in
Section 17 hereof.



RECITALS




     WHEREAS, the Company, the Warburg Investors, the TowerBrook Investors and Spheris Investment
have previously entered into a Stockholders’ Agreement, dated November 5, 2004 as amended by that
certain First Amendment to Stockholders’ Agreement, dated August 17, 2006, that certain Second
Amendment to Stockholders’ Agreement, dated May 2, 2007, and that certain Third Amendment to
Stockholders’ Agreement, dated July 15, 2008 (the “Stockholders’ Agreement”); and



     WHEREAS, on the date hereof, CHS has entered into a Securities Purchase Agreement with the
Company (the “Securities Purchase Agreement”), pursuant to which the Company has, on the
date hereof, issued and sold to CHS and CHS has purchased from the Company shares of Series A
Convertible Preferred Stock of the Company (the “Preferred Stock”); and



     WHEREAS, the Investors and the Company desire to promote their mutual interests by amending
and restating the Stockholders Agreement according to the terms set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this
Agreement, and to implement the foregoing, the parties hereto agree as follows:



1. Additional Offerings.




     1.1. Additional Offerings; Generally. If at any time after the date hereof, the
Company or any direct or indirect subsidiary of the Company (each a “Subsidiary”) proposes
to issue any Equity Securities (other than the issuance of any Equity Securities (i) to the public
in a firm commitment underwriting pursuant to a registration statement filed under the Securities
Act, (ii) pursuant to the acquisition of another Person by the Company or any Subsidiary (as
consideration for the acquisition and not for the purpose of financing an acquisition), whether by
purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of
such Person or otherwise, (iii) pursuant to an employee stock option plan, stock bonus plan, stock
purchase plan or other management equity program, including without limitation the Restricted Stock
Plan, approved by a majority of the members of the Board (iv) by a Subsidiary to the Company or any
other Subsidiary of the Company or (v) in the form of warrants to purchase Common Stock issued to
lessors of property and/or equipment or to financial institutions or related entities in connection
with commercial credit or debt financing or other similar arrangements which are approved by a
majority of the members of the Board), then, as to each Investor who Owns at least 5% of the Common
Stock (each such Person is hereinafter referred to, for purposes of this Section 1, as a
“Participating Investor” and collectively, such Persons are referred to in this Section 1
as the “Participating Investors”), the Company shall:



 









 






     (a) give written notice (the “Subscription Right Notice”) setting forth in
reasonable detail (i) the designation and all of the terms and provisions of the Equity
Securities proposed to be issued (the “Proposed Securities”), including, where
applicable, the voting powers, preferences and relative participating, optional or other
special rights, and the qualification, limitations or restrictions thereof and interest
rate and maturity; (ii) the price and other terms of the proposed sale of such Proposed
Securities; and (iii) the amount of such Proposed Securities proposed to be issued; and




     (b) offer to issue to each Participating Investor that number of Proposed Securities
equal to the number of Proposed Securities multiplied by such Participating Investor’s
Percentage Interest. For purposes hereof, “Percentage Interest” shall mean, in
respect of any Participating Investor, the percentage determined by dividing (x) the number
of shares of Common Stock Owned by such Participating Investor, by (y) the total number of
shares of Common Stock Owned by the Investors.



     1.2. Exercise of Purchase Rights. Each Participating Investor may exercise its
purchase rights hereunder within twenty (20) business days after receipt of the Subscription Right
Notice. If all of the Proposed Securities offered to the Participating Investors are not fully
subscribed by such Participating Investors, the remaining Proposed Securities will be reoffered to
the Participating Investors upon the terms set forth in this Section 1, until all such Proposed
Securities are fully subscribed for or until all such Participating Investors have subscribed for
all such Proposed Securities which they desire to purchase, except that such Participating
Investors must exercise their purchase rights within ten (10) business days after receipt of all
such reoffers. To the extent that the Company or its Subsidiary, as the case may be, offers two or
more securities in units, the Participating Investors must purchase such units as a whole and will
not be given the opportunity to purchase only one of the securities making up such unit.



     1.3. Sale of Unpurchased Securities. Upon the expiration of the offering periods
described above, the Company or its Subsidiary, as the case may be, will be free to sell such
Proposed Securities that the Participating Investors have not elected to purchase during the ninety
(90) calendar day period immediately following such expiration on terms and conditions no more
favorable to the purchasers thereof than those offered to the Participating Investors. Any
Proposed Securities offered or sold by the Company or its Subsidiary, as the case may be, after
such ninety (90) calendar day period must be reoffered to the Participating Investors pursuant to
this Section 1.



     1.4. Future Additional Offerings. The election by a Participating Investor not to
exercise its subscription rights under this Section 1 in any one instance shall not affect its
right (other than in respect of a reduction in its percentage holdings) as to any subsequent
proposed issuance.



2. Restrictions on Transfers and Sales to Third Parties.




     2.1. General. No Shares owned by any Investor nor any interest therein nor any rights
related thereto may be Transferred by such Investor unless such Investor complies with the
provisions of this Section 2 and Section 8.3 hereof.



2









 





     2.2. Tag-Along Rights.



          (a) Subject to the other terms of this Section 2.2, and except as required by Section 5.4, no
Investor shall be permitted to Transfer any Shares to one or more third parties unless each other
Investor is offered a right to participate in such Transfer for a purchase price per Share equal to
the purchase price to be received by such Investor then proposing to sell the Shares (the
“Selling Investor”) and on other terms and conditions not less favorable to such other
Investor than those applicable to the Selling Investor. Any Investor who, in accordance with the
terms of Section 2.2(b) below, notifies the Selling Investor that it desires to participate in any
sale of Shares shall have the right to include in such sale an amount of Shares equal to the amount
of Shares the third party actually proposes to purchase multiplied by the percentage obtained by
dividing the number of Shares owned by such participating Investor by the aggregate number of
Shares owned by the Selling Investor and each other Investor exercising its right to participate in
such sale pursuant hereto. For the purposes of this Section 2.2(a), a sale to a “third party”
shall not include a sale to any Permitted Assignee or a sale pursuant to a Qualified Public
Offering. Notwithstanding the foregoing, in the event the Selling Investor is selling only shares
of Preferred Stock, holders of Common Stock shall not have the right to sell shares of Common Stock
pursuant to this Section 2.2(a).



          (b) In the event a Selling Investor is proposing to sell any Shares and, pursuant to this
Section 2.2, the Investors are entitled to participate in such sale, such Selling Investor shall
notify each Investor entitled to participate therein in writing of such proposed sale and its terms
and conditions (and shall provide any other information regarding the proposed transfer that such
other Investor may reasonably request). Within fifteen (15) business days of the date of such
notice, each Investor entitled to participate therein shall notify such Selling Investor if it
elects to participate in such sale. Any Investor that fails to notify the Selling Investor within
such fifteen (15) business day period shall be deemed to have waived its rights hereunder with
respect to such sale. Notwithstanding anything contained in this Section 2.2 to the contrary, in
the event that all or a portion of the purchase price for the Shares being purchased consists of
securities and the sale of such securities to any Investor entitled to participate therein would,
by virtue of the fact that such Investor is not an “accredited investor” (within the meaning of
Rule 501(a) under the Securities Act), require either a registration under the Securities Act or
the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any
successor regulation) or a similar provision of any state securities law, then, at the option of
the Selling Investor, any one or more of such Investors may receive, in lieu of such securities,
the fair market value of such securities in cash, as determined in good faith by the Board.



     2.3. Company Sale.



          (a) In the event that the Warburg Investors are proposing to consummate a Company Sale to any
Person or Persons that are not Affiliates of any of the Warburg Investors, the Warburg Investors
shall have the right (the “Drag-along Right”), but not the obligation, to require each
other Investor to sell all Shares owned by such Investor in accordance with the terms of such
Company Sale, or in the case of a merger, consolidation or sale of assets, to vote all shares of
capital stock owned by such Investor in favor of, and waive any dissenter or appraisal right it may
have in respect of, such Company Sale; provided, however, that, in the



3









 







event that the TowerBrook Investors Own at least 5% of the Common Stock at the time of such
proposal, the Warburg Investors shall not be permitted to exercise the Drag-along Right unless the
Warburg Investors first comply with Section 2.3(b) below.



          (b) The Warburg Investors shall, as a condition precedent to exercising any Drag-along Right,
deliver to the TowerBrook Investors an offer notice (the “Notice of Offer”) that shall
include (A) an offer (the “TowerBrook Offer”) to effect such Company Sale with the
TowerBrook Investors and (B) the terms of such proposed Company Sale, including the purchase price
in respect thereof, terms of payment and any other material terms and conditions for such sale.
Within ten (10) business days after receipt of the TowerBrook Offer (the “TowerBrook Offer
Period”), the TowerBrook Investors may, at their option, accept the TowerBrook Offer. The
TowerBrook Investors shall give written notice to the Warburg Investors of their acceptance, or
their rejection, of the TowerBrook Offer within the TowerBrook Offer Period. Failure by the
TowerBrook Investors to give notice of their acceptance of the TowerBrook Offer hereunder within
the TowerBrook Offer Period shall be deemed rejection of the TowerBrook Offer. If the TowerBrook
Investors accept the TowerBrook Offer, such notice shall specify the date for the closing of the
Company Sale which shall not be more than forty-five (45) days after such notice and each Investor
shall take such action as may be necessary to consummate the Company Sale as required by this
Section 2.3. The closing of any such Company Sale to the TowerBrook Investors shall take place at
such location as shall be mutually agreeable between the Warburg Investors and the TowerBrook
Investors and the purchase price, to the extent comprised of cash, shall be paid at the closing,
and cash equivalents and documents evidencing any deferred payments of cash permitted shall be
delivered at the closing.



          (c) If the TowerBrook Investors reject (or are deemed to reject) the TowerBrook Offer, the
Warburg Investors may exercise the Drag-along Right on terms no less favorable to the Warburg
Investor than the terms set forth in the applicable TowerBrook Offer; provided,
however, that if the Warburg Investors fail to consummate such Company Sale within
one-hundred and eighty (180) days after the expiration or termination of the TowerBrook Offer
Period, the Drag-along Right shall again be subject to the restrictions of this Section 2.3. To
exercise the Drag-along Right, the Warburg Investors shall give each other Investor a written
notice containing (i) the name and address of the proposed transferee(s) and (ii) the proposed
purchase price, terms of payment and any other material terms and conditions of the Company Sale.



          (d) Upon exercise of the Drag-along Right or acceptance of the TowerBrook Offer (if such
TowerBrook Offer is required hereby), each Investor shall be obligated to sell all Shares owned by
it to the proposed transferee, or, in the case of a merger or sale of assets or other transaction
that requires the vote of the Company’s stockholders, to vote all Shares owned by such Investor in
favor of, and waive any dissenter or appraisal right it may have in respect of, such Company Sale
and shall otherwise take all steps necessary (including delivery of certificates or other
instruments evidencing the shares to be conveyed, duly endorsed and in negotiable form with all the
requisite documentary stamps affixed thereto) to enable him, her or it to facilitate such Company
Sale and to comply with the provisions of this Section 2.3.



          (e) Each Investor required to sell all its Shares pursuant to a Company Sale shall be entitled
to receive in exchange therefor an amount per share equal to the purchase price



4









 







received per share of Common Stock Owned by the Warburg Investors in connection with such
Company Sale (it being understood that, solely for purposes of this Section 2.3, “Owned” shall mean
beneficial ownership, assuming Mandatory Conversion of all outstanding Preferred Stock (whether or
not then convertible) pursuant to Section 5(a)(i) of the Restated Certificate (giving full effect
to, Section 5 of the Restated Certificate)). Such Investors shall otherwise participate in such
Company Sale on other terms and conditions not less favorable to such Investors than those
applicable to the Warburg Investors and, subject to Section 2.3(f) below, shall receive the same
type of consideration received by the Warburg Investors in such Company Sale.



          (f) Notwithstanding anything contained in this Section 2.3 to the contrary, in the event that
all or a portion of the purchase price for the shares being purchased consists of securities and
the sale of such securities to an Investor entitled to participate therein would, by virtue of the
fact that such Investor is not an “accredited investor” (within the meaning of Rule 501(a) under
the Securities Act), require either a registration under the Securities Act or the preparation of a
disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation)
or a similar provision of any state securities law, then, at the option of the Warburg Investors,
any one or more of such Investors may receive, in lieu of such securities, the fair market value of
such securities in cash, as determined in good faith by the Board.



3. Election of Directors; Committees.



     3.1. Board Make-up. As of the date hereof, the Board of Directors of the Company (the
“Board”) shall consist of Jonathan Bilzin, Neal Moszkowski, James W. Doucette, Martin G.
Schweinhart, Steven Simpson, Michael King, Robert Z. Hensley and John A. Kane. From and after the
date hereof, the Investors and the Company shall take all action within their respective power,
including but not limited to, the voting of all Shares Owned by them, required to cause the Board
to consist of no more than ten (10) members, and at all times throughout the term of this
Agreement, to include:




     (a) at the option of the Warburg Investors, for as long as the Warburg Investors Own
at least five percent (5%) of the Common Stock Owned by Investors, two (2) members
designated by Warburg Pincus (such members referred to herein as “Warburg
Directors” and each a “Warburg Director”);




     (b) for as long as the TowerBrook Investors Own at least five percent (5%) of the
Common Stock Owned by Investors, two (2) members designated by the TowerBrook Investors
(such members referred to herein as “TowerBrook Directors” and each a
“TowerBrook Director”);




     (c) at the option of CHS, for as long as CHS Owns at least five percent (5%) of the
Common Stock Owned by Investors, two (2) members designated by CHS (such members referred
to herein as the “CHS Directors” and each a “CHS Director”);




     (d) one (1) member of management who shall be the Chief Executive Officer of the
Company then in office (the “Management Director”);



5









 






     (e) three (3) independent members selected by the Majority Warburg Investors and the
Majority TowerBrook Investors (such members referred to herein as “Independent
Directors” and each an “Independent Director”).



     The parties hereto acknowledge that the four representatives to be designated by the Warburg
Investors and the TowerBrook Investors are the directors that the holders of Preferred Stock are
entitled to elect under the Restated Certificate. The parties hereto further acknowledge that as of
the date hereof there are no Warburg Directors, the TowerBrook Directors are Jonathan Bilzin and
Neal Moszkowski, the CHS Directors are James W. Doucette and Martin G. Schweinhart, the Management
Director is Steven Simpson and the Independent Directors are Robert Z. Hensley, John A. Kane and
Michael King. In addition, subject to the ownership requirements set forth in paragraphs (a) and
(b) of this Section 3.1, the Warburg Investors, on the one hand, and the TowerBrook Investors, on
the other hand, shall be entitled to designate an equal number of directors.



     3.2. Replacement Directors. In the event that any member of the Board designated in
the manner set forth in Section 3.1 hereof is unable to serve, or once having commenced to serve,
is removed or withdraws from the Board (each, a “Withdrawing Director”), such Withdrawing
Director’s replacement (the “Substitute Director”) will be designated by the Investors of
the Company that have the right to designate such director, as applicable, in accordance with
Section 3.1 above. The Investors and the Company agree to take all action within their respective
power, including, but not limited to, the voting of all Shares Owned by them (i) to cause the
election of such Substitute Director promptly following his or her nomination pursuant to this
Section 3.2 and (ii) upon the written request of the Investors that have the right to designate
such director to the Board in accordance with Section 3.1 above, to remove, with or without cause,
any of the Warburg Directors, the TowerBrook Directors or the CHS Directors, as the case may be.



     3.3. Committees. Subject to applicable law and any rules or regulations of any stock
exchange or automated dealer quotation system on which the Common Stock is listed, in the event the
Board shall at any time create a committee of the Board, any such committee shall have, at the
option of the Majority Warburg Investors, at least one Warburg Director so long as the Warburg
Investors are entitled to elect at least one member of the Board and, at the option of the Majority
TowerBrook Investors, at least one TowerBrook Director so long as the TowerBrook Investors are
entitled to elect at least one member of the Board; provided, however, that in
respect of any such Investor, the foregoing shall not apply to any committee formed to consider a
transaction between the Company and such Investor or its Affiliates.



     3.4. Directors of Subsidiaries.




     (a) For so long as the TowerBrook Investors are entitled to elect at least one member
of the Board, the TowerBrook Investors shall be entitled to designate one director to the
board of directors of each Subsidiary. In the event that the TowerBrook Investors exercise
their right pursuant to this Section 3.4, the Company shall take all action within its
power to cause such designee to be appointed to such boards.




     (b) For so long as Warburg Pincus is entitled to elect at least one member of the
Board, Warburg Pincus shall be entitled to designate one director to the board of



6









 







directors of each Subsidiary. In the event that Warburg Pincus exercises its right
pursuant to this Section 3.4, the Company shall take all action within its power to cause
such designee to be appointed to such boards.




     (c) For so long as CHS is entitled to elect at least one member of the Board and
Warburg Pincus and the TowerBrook Investors are each entitled to elect at least one member
of the Board, CHS shall be entitled to designate one director to the board of directors of
each Subsidiary to which Warburg Pincus and the TowerBrook Investors have designated a
director. During any period in which CHS is entitled to elect at least one member of the
Board and neither Warburg Pincus nor the TowerBrook Investors are entitled to elect at
least one member of the Board, CHS shall be entitled to designate one director to the board
of directors of each Subsidiary. In the event that CHS exercises its right pursuant to
this Section 3.4, the Company shall take all action within its power to cause such designee
to be appointed to such boards.



     3.5. Board Observers.




     (a) For so long as there are no Warburg Directors serving on the Board and the Warburg
Investors Own at least five percent (5%) of the Common Stock Owned by Investors, the
Warburg Investors shall be entitled to designate two non-voting observers (the “Warburg
Observers”), who shall be entitled to observe meetings of the Board. For so long as
there are no TowerBrook Directors serving on the Board and the TowerBrook Investors Own at
least five percent (5%) of the Common Stock Owned by Investors, the TowerBrook Investors
shall be entitled to designate two non-voting observers (the “TowerBrook Observers”
and, together with the Warburg Observers, the “Board Observers”), who shall be
entitled to observe meetings of the Board.




     (b) The Board Observers shall be entitled to receive notice of all meetings of the
Board at the same time and in the same manner as the Board, and have full rights to attend
all meetings thereof and all meetings (whether such meetings are formal or informal, are
convened in person, telephonically, or by any other telecommunication means) of any
committee or subcommittee of the Board, including, without limitation, any executive
committee. The Company shall provide the Board Observers all materials distributed to the
Board and all other information related to the Company which is made available to, or which
would otherwise be available upon reasonable request by, the Board or committee members
thereof. The Company shall also pay the reasonable out-of-pocket expenses incurred by the
Board Observers in connection with attending the meetings of the Board and all committees
thereof (including travel and related expenses).




     (c) No Board Observer shall (i) be permitted to act in any way as a director of the
Board, (ii) be included for purposes of determining a quorum at a meeting of the Board for
the transaction of business or otherwise, (iii) vote on any matter presented to or voted
upon by the Board or (iv) without the prior consent of the Board, disclose non-public,
competitively sensitive Company information to anyone outside of the Company.



7









 






     (d) The Chairman of the Board shall be entitled to, in its reasonable discretion,
excuse any Board Observer from any meeting or proceeding of the Board, to the extent that
the Chairman of the Board in good faith believes that such action is required in order to
comply with applicable law.


4. Legends. A copy of this Agreement shall be filed with the Secretary of the Company and
kept with the records of the Company. Each certificate or other instrument representing Shares
owned by any Investor shall bear upon its face the following legends, as appropriate:





     (i) THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO
SPHERIS HOLDING III, INC. (THE “COMPANY”), SUCH OFFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN
COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
DATED AS OF OCTOBER 3, 2008, BY AND AMONG THE COMPANY, WARBURG PINCUS PRIVATE EQUITY VIII,
L.P., TOWERBROOK INVESTORS L.P., SPHERIS INVESTMENT LLC AND CHS/COMMUNITY HEALTH SYSTEMS,
INC. (THE “STOCKHOLDERS’ AGREEMENT”).




     (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT, COPIES OF WHICH
ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER
OF SUCH SECURITIES UPON WRITTEN REQUEST.


In addition, certificates representing Shares shall bear any legends required by the applicable
laws of any states.




5. Covenants, Representations and Warranties.




     5.1. Actions by the Board Requiring the Approval of the Majority Warburg Investors;
Actions by the Board Requiring the Approval of the Majority TowerBrook Investors.




     (a) Without the approval of (x) the Board and (y) for so long as the Warburg Investors
own at least five percent (5%) of the Common Stock Owned by Investors, the



8









 







affirmative vote of the Majority Warburg Investors, the Company will not, and will not
permit any Subsidiary to:




     (i) sell, lease, or dispose of assets in excess of $5,000,000 outside of the ordinary
course of business;




     (ii) incur indebtedness for borrowed money in excess of $2,000,000 in any fiscal year;




     (iii) make capital expenditures in any fiscal year in excess of an amount equal to 110%
of the capital expenditures described in the operating plan of the Company approved by the
Board (the “Operating Plan”) for such fiscal year;




     (iv) engage in any material business or activity other than that described in the
Operating Plan;




     (v) materially change its accounting methods or policies or change its auditors;




     (vi) increase the compensation of its senior executives other than as described in the
Operating Plan;




     (vii) approve the Operating Plan; or




     (viii) take, agree to take or resolve to take any actions in furtherance of any of the
foregoing.




     (b) Without the written approval of the Majority TowerBrook Investors, the Company
will not:




     (i) amend, alter or repeal the preferences, special rights or other powers of the
Preferred Stock in a manner that (a) would adversely affect the rights of one holder of
Preferred Stock, in its capacity as a holder of Preferred Stock, without similarly affecting
the rights of all other holders of Preferred Stock or (b) changes the economic terms of the
Preferred Stock other than the issuance of Equity Securities of which the TowerBrook
Investors have or had been granted purchase rights pursuant to Section 1 hereof;




     (ii) authorize or effect any merger or consolidation or other reorganization of the
Company with or into another corporation or other entity other than in connection with a
Company Sale to any Person or Persons that are not Affiliates of any of the Warburg
Investors; or




     (iii) amend, alter or repeal the Restated Certificate or bylaws of the Company in a
manner that (a) would adversely affect the rights of one holder of Preferred Stock, in its
capacity as a holder of Preferred Stock, without similarly affecting the rights of all other
holders of Preferred Stock or (b) changes the economic terms of the Preferred Stock other
than the issuance of Equity Securities of which the TowerBrook Investors have or had been
granted purchase rights pursuant to Section 1 hereof.



9









 





     5.2. Transactions With Investors. So long as TowerBrook Investors Owns at least 5% of
the Common Stock Owned by Investors, the Company will not enter, and will cause its subsidiaries
not to enter, into any Warburg Affiliated Transaction without the approval of the Investors that
Own a majority of the Common Stock Owned by Investors other than the Warburg Investors and, for so
long as Spheris Investment is an Affiliate of Warburg Pincus, Spheris Investment. For the purposes
hereof, “Warburg Affiliated Transaction” shall mean, at any time that Warburg Pincus and Affiliates
of Warburg Pincus Own twenty percent (20%) or more of the aggregate Common Stock Owned by
Investors, any transaction outside the ordinary course of business of the Company and its
Subsidiaries (other than the issuance of Equity Securities of which the TowerBrook Investors have
or had been granted purchase rights pursuant to Section 1 hereof) with Warburg Pincus or any
Affiliate of Warburg Pincus.



     5.3. Information Rights. At any time that the Company is not required to file
periodic reports pursuant to the Exchange Act, or, if required and the Company fails to file such
required periodic reports with the Securities and Exchange Commission (the “SEC”) for any
reason whatsoever, the Company shall provide to each Investor, by electronic means or otherwise,
essentially the same financial statements that would be contained in Annual Reports on Form 10-K
and in Quarterly Reports on Form 10-Q, if the Company were required to file, or did not fail to
file, such periodic reports, it being understood and agreed that such information shall (a) be
provided to the Investors no later than the date on which the Company would have been required to
file such report with the SEC and (b) include, without limitation, annual audited financial
statements and unaudited quarterly financial statements, each prepared in accordance with generally
accepted accounting principles. Without limiting the foregoing, from and after the date hereof, on
reasonable prior written notice, the Company and its subsidiaries shall make their respective
representatives reasonably available to each Investor that Owns at least 10% of the Common Stock
Owned by all Investors to discuss the business, results of operations and other matters pertaining
to the Company and its subsidiaries. Any and all information provided to any Investor pursuant to
the terms of this Agreement (other than any information that is generally available to the public
through no breach of the terms of this Agreement) shall be treated as confidential information by
such Investor and such Investor shall use its reasonable best efforts to ensure that such
information is not disclosed or otherwise divulged to any third party (other than such Investor’s
counsel, accountants and other professional advisors in connection with services being performed by
any such professional for such Investor and to the members, partners and limited partners of the
Warburg Investors and the TowerBrook Investors).



     5.4. Warburg Information Rights.




     (a) In addition to the rights provided for in Paragraph 5.3, the Warburg Investors
will be entitled to the following contractual rights:




     (i) The Warburg Investors shall be permitted to consult with management of the Company
and its Subsidiaries (“Management”) on significant business issues, including
Management’s proposed annual operating plans, and Management will make itself available to
meet with the Warburg Investors regularly at mutually agreeable times for such consultation
and to review progress in achieving said plans;



10









 






     (ii) In the event of any material development to or affecting the Company’s business,
the Company shall notify the Warburg Investors and provide the Warburg Investors with the
opportunity, on reasonable prior written notice, to consult with Management with respect
thereto; and




     (iii) On reasonable prior written notice, the Warburg Investors may discuss the
business operations, properties and financial and other conditions of the Company with
Management and with the Company’s independent accountants and investment bankers;


provided, however, that the Board shall be entitled to, in its reasonable discretion, limit the
foregoing rights to the extent that the Board in good faith believes that such action is required
in order to comply with applicable law.





     (b) The aforementioned rights are intended to satisfy the requirement of management
rights for purposes of qualifying the Warburg Investors’ investments in the Company as
“venture capital investments” for purposes of the Department of Labor “plan assets”
regulation, 29 C.F.R. §2510.3-101. In the event the aforementioned rights are not
satisfactory for such purpose, the Company and the Warburg Investors shall reasonably
cooperate in good faith to agree upon mutually satisfactory management rights that satisfy
such regulations.


6. Amendment, Modification, Supplement and Waiver. This Agreement may be amended, modified
or supplemented, and the enforcement of any provision hereof may be waived, with, and only with,
the prior written consent of the Company and each Investor Owning at least five percent (5%) of the
Common Stock Owned by Investors.



7. Termination of Rights and Obligations Under Certain Sections. All rights and
obligations pursuant to Sections 1, 2, 5, 8, 9, and 10 of this Agreement shall terminate upon the
closing of a Qualified Public Offering. Without limiting the foregoing, this Agreement or any
portion hereof shall terminate upon the written consent of each Investor Owning at least five
percent (5%) of the Common Stock Owned by Investors.




8. Parties.




     8.1. Assignment Generally. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns; provided, that no Investor shall be permitted to assign any of his,
her or its obligations pursuant to this Agreement without the prior written consent of the Company,
the Majority Warburg Investors and the Majority TowerBrook Investors, unless such assignment is in
connection with a Transfer explicitly permitted by this Agreement and, prior to such assignment,
such assignee complies with the requirements of Section 8.3; provided, further,
that the parties hereto acknowledge and agree that, subject to compliance with Section 8.3 hereof,
Spheris Investment shall be permitted to assign its rights and obligations under this Agreement
from time to time in accordance with the terms of Section 13 of the Spheris Investment LLC
Agreement. Notwithstanding the foregoing, the rights and obligations set forth in Section 2.3 and
Section 3, and Sections 5.2 and 5.4 may not be assigned.



11









 





     8.2. Termination. Any party to, or Person who is subject to, this Agreement that
ceases to Own any Shares shall cease to be a party to, or Person who is subject to, this Agreement
and thereafter shall have no rights or obligations hereunder; provided, however,
that a Transfer of Shares not explicitly permitted under this Agreement shall not relieve any
Investor of any of his, her or its obligations hereunder.



     8.3. Agreements to Be Bound. Notwithstanding anything to the contrary contained in
this Agreement, as a condition precedent to the effectiveness of any Transfer of Shares the
transferee thereof shall be required to agree in writing to be bound by the terms and conditions of
this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and
form to the Company (a “Joinder”).


9. Recapitalizations, Exchanges, etc. Affecting the Shares. Except as otherwise provided
herein, the provisions of this Agreement shall apply to the fullest extent set forth herein with
respect to (a) the Shares and (b) any and all Equity Securities of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or in substitution for the Shares, by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise. Except as otherwise expressly provided herein, this Agreement is not
intended to confer, and does not confer, upon any Person, except for the parties hereto, any rights
or remedies hereunder.



10. Further Assurances. Each party hereto or Person subject hereto shall do and perform or
cause to be done and performed all such further acts and things and shall execute and deliver all
such other agreements, certificates, instruments and documents as any other party hereto or Person
subject hereto may reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.



11. Governing Law. This Agreement and the rights and obligations of the parties hereunder
and the Persons subject hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Delaware, without giving effect to the choice of law principles
thereof.



12. Invalidity of Provision. The invalidity or unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of
this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction.



13. Notices. All notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage
prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by telecopy (including
facsimile) or telegram, as follows:





	 	(i)	 	If to the Company, to it at:


Spheris Holding III, Inc.

9009 Carothers Parkway




12









 












Suite C-3

Franklin, Tennessee 37067

Facsimile No.: (615) 261-1792

Attention: Steven Simpson





with a copy to:




Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019

Facsimile No.: (212) 728-8111

Attention: Steven J. Gartner, Esq.

                   Mark A. Cognetti, Esq.




	 	(ii)	 	If to Warburg Pincus, to it at:






Warburg Pincus Private Equity VIII, L.P.

c/o Warburg Pincus LLC

466 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 878-9100

Attention: Joel Ackerman

                   Tenno Tsai





with a copy to:




Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019

Facsimile No.: (212) 728-8111

Attention: Steven J. Gartner, Esq.

                   Mark A. Cognetti, Esq.




	 	(iii)	 	If to TowerBrook, to it at:






TowerBrook Investors L.P.

430 Park Avenue

New York, NY 10022

Facsimile No.: (917) 591-9856

Attention: General Counsel and Jonathan Bilzin




with a copy to:




Kirkland & Ellis LLP

153 East 53rd Street

New York, NY 10022-4675

Facsimile No.: (212) 446-4900

Attention: W. Brian Raftery, Esq.



13









 






	 	(iv)	 	If to Spheris Investment LLC, to it at






c/o Warburg Pincus LLC

466 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 878-9100

Attention: Joel Ackerman

                     Tenno Tsai




with a copy to:




Spheris Inc.

9009 Carothers Parkway

Suite C-3

Franklin, Tennessee 37067

Facsimile No.: (615) 261-1792

Attn: Steven Simpson




	 	(v)	 	If to CHS/Community Health Systems, Inc., to it at


	 
	 	 	 	Community Health Systems Professional

     Services Corporation

4000 Meridian Boulevard

Franklin, Tennessee 37067

Facsimile No.: (615) 465-3012

Attn: Senior Vice President, Acquisitions &

          Development






with a copy to:




Community Health Systems Professional

     Services Corporation

4000 Meridian Boulevard

Franklin, Tennessee 37067

Facsimile No: (615) 373-9704

Attention: General Counsel




     (vi) If to any other Investor, to such Investor at the address or facsimile number
listed on the signature page hereto or the Joinder Agreement executed by such Investor or as
such Investor shall designate to the Company in writing in accordance with the terms hereof,
with a copy to the Company and Investors at their respective addresses indicated herein;


     or, in each case, to such other Person or address as any party shall specify by notice in
writing to the Company and Investors. Any notice so addressed shall be deemed to be given: if


14









 






delivered personally or by telecopy (including facsimile) or telegram, on the date of such
delivery, if a business day, otherwise on the first business day thereafter; if mailed by certified
or registered mail with postage prepaid, on the third business day after the date of such mailing;
and if sent by next-day or overnight mail or delivery, on the first business day following the date
of such mailing or delivery.



14. Headings; Execution in Counterparts. The headings and captions contained herein are
for convenience only and shall not control or affect the meaning or construction of any provision
hereof. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and which together shall constitute one and the same instrument.



15. Entire Agreement. This Agreement, together with Registration Rights Agreement and the
other agreements and documents referenced herein, including in the recitals hereto (collectively,
the “Other Agreements”), embodies the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no restrictions, promises,
representations, warranties, covenants or undertakings relating to the Shares, other than those
expressly set forth or referred to herein and other than those set forth in the Other Agreements.
This Agreement and the Other Agreements supersede all prior agreements and understandings among
each of the parties with respect to such subject matter, and it is the understanding of all parties
hereto that any such prior agreement is hereby terminated, null and void as of the date hereof.




16. Injunctive Relief. The Shares cannot readily be purchased or sold in the open market,
and for that reason, among others, the Company and the Investors will be irreparably damaged in the
event this Agreement is not specifically enforced. Each of the parties therefore agrees that in
the event of a breach of any provision of this Agreement, the aggrieved party may elect to
institute and prosecute proceedings in any court of competent jurisdiction to enforce specific
performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be
cumulative and not exclusive, and shall be in addition to any other remedy which the Company or the
Investors may have. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction
of the state and federal courts in New York, New York for the purposes of any suit, action or other
proceeding arising out of or based upon this Agreement or the subject matter hereof. Each party
hereto hereby consents to service of process by mail made in accordance with Section 13 hereof.



17. Defined Terms. As used in this Agreement, the following terms shall have the meanings
ascribed to them below:



     17.1. Affiliate. “Affiliate” shall mean, with respect to any Person, a Person
directly or indirectly, through one or more intermediaries, controlling, controlled by, or under
common control with, such Person.



     17.2. CHS. “CHS” shall mean CHS/Community Health Systems, Inc., a Delaware
corporation.



     17.3. Common Stock. “Common Stock” shall mean common stock, par value $0.01 per
share, of the Company.




15












 





     17.4. Company Sale. “Company Sale” shall mean any sale (including by merger or
consolidation) of all of the Shares owned by the Warburg Investors or any sale of all or
substantially all of the assets of the Company and its Subsidiaries, on a consolidated basis, in
either case, to any Person.



     17.5. Convertible Securities. “Convertible Securities” shall mean any warrants,
options or other rights to acquire, and any equity and debt securities convertible into, capital
stock of the Company or any Subsidiary.



     17.6. Equity Securities. “Equity Securities” shall mean any equity securities of any
kind of the Company or any Subsidiary, including any Convertible Securities.



     17.7. Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.



     17.8. Investors. “Investors” shall mean the Warburg Investors, the TowerBrook
Investors, Spheris Investment, CHS and their respective transferees and assigns that become parties
to this Agreement pursuant to Section 8.3 hereof.



     17.9. Mandatory Conversion. “Mandatory Conversion” shall have the meaning ascribed to
such term in the Restated Certificate.



     17.10. Majority TowerBrook Investors. “Majority TowerBrook Investors” shall mean the
TowerBrook Investors that Own the majority of the aggregate Common Stock Owned by the TowerBrook
Investors.



     17.11. Majority Warburg Investors. “Majority Warburg Investors” shall mean the
Warburg Investors that Own the majority of the aggregate Common Stock Owned by the Warburg
Investors.



     17.12. Owns, Own or Owned. “Owns,” “Own,” or “Owned” shall mean
beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act, assuming the
conversion (whether or not then convertible) of all outstanding Preferred Stock (which for purposes
hereof shall mean assuming the conversion (whether or not then convertible) of all outstanding
Preferred Stock into the number of shares of Common Stock into which such Preferred Stock is
convertible at the then applicable Conversion Rate in accordance with, and as adjusted from time to
time by, the Restated Certificate without giving effect to subclauses 5(a)(x) and 5(a)(z) of the
Restated Certificate).



     17.13. Permitted Assignee. A “Permitted Assignee” shall mean, with respect to each
Investor, any Affiliate of such Investor and any member, general partner or limited partner of such
Investor (or any Person holding an equity interest in any such member, general partner or limited
partner); provided, that in each instance, any such transferee agrees to be bound by the
provisions of this Agreement in accordance with the terms of Section 8.3 hereof.



16









 





     17.14. Person. “Person” shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.



     17.15. Qualified Public Offering. “Qualified Public Offering” shall have the meaning
ascribed to such term in the Restated Certificate.



     17.16. Registration Rights Agreement. “Registration Rights Agreement” shall mean that
certain Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and
among the Company and the investors ascribed thereto.



     17.17. Restricted Stock Plan. “Restricted Stock Plan” shall mean the Spheris Holding
III, Inc. Stock Incentive Plan.



     17.18. Securities Act. “Securities Act” shall mean the Securities Act of 1933, as
amended.



     17.19. Shares. “Shares” shall mean shares of Common Stock and Convertible Securities
(including Preferred Stock) convertible into Common Stock.



     17.20. Spheris Investment. “Spheris Investment” shall mean Spheris Investment LLC and
its transferees and assigns.



     17.21. Spheris Investment LLC Agreement. “Spheris Investment LLC Agreement” shall
mean the Amended and Restated Limited Liability Company Agreement of Spheris Investment LLC.



     17.22. TowerBrook Investors. “TowerBrook Investors” shall mean TowerBrook Investors
L.P.



     17.23. Transfer. “Transfer” (or any variation thereof used herein) shall mean any
direct or indirect sale, assignment, mortgage, transfer, pledge, hypothecation or other disposal.



     17.24. Warburg Investors. “Warburg Investors” shall mean Warburg Pincus, Warburg
Pincus Netherlands Private Equity VIII C.V. I and WP-WP VIII Investors L.P.



     17.25. Warburg Pincus. “Warburg Pincus” shall mean Warburg Pincus Private Equity
VIII, L.P.



[signature pages follow]




17









 








     IN WITNESS WHEREOF, the undersigned has executed this Stockholders’ Agreement as of the date
first above written.



	 	 	 	 	 
	 	SPHERIS HOLDING III, INC.

 	 
	 	By:  	/s/ Steven E. Simpson
 	 
	 	 	Name:  	Steven E. Simpson 	 
	 	 	Title:  	President & CEO 	 
	 



[Stockholders’ Agreement Signature Page]




18









 









     IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the
date first above written.



	 	 	 	 	 
	 	WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

 	 
	 	By:  	 Warburg Pincus Partners LLC, its General Partner
 	 
	 
	 	 	 
	 	By:  	                                              /s/ Joel Ackerman
 	 
	 	 	Name:  	Joel Ackerman 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII C.V. I

 	 
	 	By:  	 Warburg Pincus Partners LLC, its General Partner
 	 
	 
	 	 	 
	 	By:  	                                              /s/ Joel Ackerman
 	 
	 	 	Name:  	Joel Ackerman 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	WP-WP VIII INVESTORS L.P.

 	 
	 	By:  	 Warburg Pincus Partners LLC, its General Partner
 	 
	 
	 	 	 
	 	By:  	                                              /s/ Joel Ackerman
 	 
	 	 	Name:  	Joel Ackerman 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Stockholders’ Agreement Signature Page]




19









 









     IN WITNESS WHEREOF, the undersigned has executed this Stockholders’ Agreement as of the date
first set forth above.



	 	 	 	 	 
	 	TOWERBROOK INVESTORS L.P.

 	 
	 	By:  	/s/ Glenn F. Miller
 	 
	 	 	Name:  	Glenn F. Miller 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



[Stockholders’ Agreement Signature Page]




20









 









     IN WITNESS WHEREOF, the undersigned has executed this Stockholders’ Agreement as of the date
first set forth above.



	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.

 	 
	 	By:  	/s/ Kenneth D. Hawkins
 	 
	 	 	Name:  	Kenneth D. Hawkins 	 
	 	 	Title:  	Senior Vice President,
 Acquisitions &
Development 	 
	 



[Stockholders’ Agreement Signature Page]




21









 









     IN WITNESS WHEREOF, the undersigned has executed this Stockholders’ Agreement as of the date
first above written.



	 	 	 	 	 
	 	SPHERIS INVESTMENT LLC

 	 
	 	By:  	 Warburg Pincus Private Equity VIII, L.P., Warburg
Pincus Netherlands Private Equity VIII C.V. I and
 WP-WP VIII Investors L.P., together, its Managing Members
 	 
	 
	 	By:  	                                       Warburg Pincus Partners LLC, their General Partner
 	 
	 
	 	 	 
	 	By:  	                    /s/ Joel Ackerman
 	 
	 	 	Name:  	Joel Ackerman 	 
	 	 	Title:  	Authorized Signatory 	 
	 






22