exv10w10






Exhibit 10.10




Stockholders Agreement




STOCKHOLDERS AGREEMENT



Dated as of [                    ]



among



CBaySystems Holdings Limited,



S.A.C. PEI CB Investment, L.P.,



S.A.C. PEI CB Investment II, LLC,



International Equities (S.A.C. Asia) Limited



and the other Stockholders party hereto









 



 


TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II CERTAIN RESTRICTIONS ON TRANSFERS
	 	 	4	 
	 
	 	 	 	 
	Section 2.1 Agreement to be Bound
	 	 	4	 
	Section 2.2 Share Certificates
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III GOVERNANCE
	 	 	5	 
	 
	 	 	 	 
	Section 3.1 Board Size
	 	 	5	 
	Section 3.2 Officer Appointment
	 	 	7	 
	Section 3.3 Proxy
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV REGISTRATION
	 	 	7	 
	 
	 	 	 	 
	Section 4.1 Piggyback Registrations
	 	 	7	 
	Section 4.2 Lockup Agreements
	 	 	8	 
	Section 4.3 Registration Procedures
	 	 	8	 
	Section 4.4 Registration Expenses
	 	 	10	 
	Section 4.5 Additional Procedures
	 	 	10	 
	Section 4.6 Termination of Registration Rights
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V INDEMNIFICATION AND CONTRIBUTION
	 	 	11	 
	 
	 	 	 	 
	Section 5.1 Indemnification by the Company
	 	 	11	 
	Section 5.2 Indemnification by Stockholders of Registrable Securities
	 	 	11	 
	Section 5.3 Conduct of Indemnification Proceedings
	 	 	11	 
	Section 5.4 Contribution
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS
	 	 	13	 
	 
	 	 	 	 
	Section 6.1 Recapitalization, Exchanges, etc.
	 	 	13	 
	Section 6.2 Entire Agreement; Successors and Assigns
	 	 	13	 
	Section 6.3 No Waivers, Amendments
	 	 	14	 
	Section 6.4 Notices
	 	 	14	 
	Section 6.5 Termination
	 	 	15	 
	Section 6.6 Governing Law
	 	 	15	 
	Section 6.7 Consent to Jurisdiction
	 	 	15	 
	Section 6.8 Waiver of Jury Trial
	 	 	16	 
	Section 6.9 Descriptive Headings
	 	 	16	 
	Section 6.10 Severability
	 	 	16	 
	Section 6.11 Counterparts
	 	 	16	 





i









 



 


	 	 	 	 	 
	 	 	Page	 
	Section 6.12 Confidentiality
	 	 	17	 
	Section 6.13 Authority; Effect
	 	 	17	 
	Section 6.14 Enforcement; Further Assurances
	 	 	18	 





ii









 



1


STOCKHOLDERS AGREEMENT




          STOCKHOLDERS AGREEMENT dated as of [     ] (this “Agreement”)
by and among:




          (i) CBaySystems Holdings Limited, a Delaware corporation (the “Company”);




          (ii) S.A.C. PEI CB Investment, L.P., a Cayman Islands limited partnership (“SAC
CBI”);




          (iii) S.A.C. PEI CB Investment II, LLC, a Delaware limited liability company (“SAC CBI
II”);




          (iv) International Equities (S.A.C. Asia) Limited, a company incorporated under the
Companies Act 2001 of Mauritius (“SAC Asia” and, together with SAC CBI and SAC CBI II,
collectively, the “SAC Group”);




          (iv) the Investors (as defined below); and




          (v) such other Persons who from time to time become party hereto by executing a counterpart
signature page hereof in the form of Exhibit A hereto or such other form as may be designated by
the Board (together with the SAC Group and the Investors, the “Stockholders”).




WITNESSETH:




          WHEREAS, the Company and the Investors have entered into an Exchange Agreement, dated as of
September 30, 2010, pursuant to which the Investors agreed to exchange (the “Exchange”) their
shares of common stock, no par value, of MedQuist, Inc., a subsidiary of the Company, for shares of
Common Stock (as defined hereinafter); and




          WHEREAS, the parties hereto desire to enter into certain arrangements relating to the Company,
the CBAY Shares and the Stockholders.




          NOW, THEREFORE, in consideration of the mutual terms, conditions and other covenants and
agreements set forth herein, the parties hereto hereby agree as follows:




ARTICLE I




DEFINITIONS



          Section 1.1 Definitions. As used in this Agreement, the following terms have
the following meanings:




          “Affiliate”, as applied to any Person, means any other Person directly or indirectly
through one or more intermediaries, controlling, controlled by, or under common control with, that
Person. For the purposes of this definition “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control
with”), as applied to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction










 



2

of the management and policies of that Person, whether through the ownership of voting
securities, by contract or otherwise.




          “Agreement” shall have the meaning set forth in the preamble of this
Agreement.




          “Board” shall have the meaning set forth in Section 3.1.




          “Business Day” means any day other than a Saturday, a Sunday or a day on which banks
are required to be closed in New York, New York.




          “By-Laws” means the by-laws of the Company and any amendments thereto and restatements
thereof.




          “Certificate of Incorporation” means the Certificate of Incorporation of the Company
and any amendments thereto and restatements thereof filed on behalf of the Company with the
Delaware Secretary of State.




          “Change in Control” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events: (i) the sale or disposition of
all or substantially all of the assets of the Company to any Person or “group” (as such term is
used for the purposes of Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended), other than the Stockholders as of the date of this Agreement and their Affiliates and
Permitted Transferees; or (ii) any Person, other than the Stockholders as of the date of this
Agreement, their Affiliates and Permitted Transferees, is or becomes the beneficial owner, directly
or indirectly, of more than fifty percent (50%) of the total voting power of the outstanding voting
stock of the Company, including by way of merger, consolidation or otherwise.




          “Commission” shall have meaning set forth in Section 4.3(a).




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




          “Company” shall have the meaning set forth in the preamble of this
Agreement.




          “Indemnified Party” shall have the meaning set forth in Section
5.3.




          “Indemnifying Party” shall have the meaning set forth in Section 5.3.




          “Investors” means each of the Stockholders as of the date hereof other than the SAC
Group, and the Permitted Transferees of such Stockholders other than the SAC Group.




          “NASDAQ” means the NASDAQ Global Market.




          “Permitted Transferee” means, with respect to each Stockholder, (a) any
Affiliates thereof (or their Permitted Transferees), (b) any general or limited partner, member,
director, officer or employee of such Stockholder (or their Permitted Transferees) and (c) any
Person to whom a Stockholder (or any direct or indirect Permitted Transferee thereof) Transfers
equity










 



3

interests of the Company in accordance with the terms of this Agreement (including, for the
avoidance of doubt, any consent or waiver pursuant to and in accordance with the terms of this
Agreement) by which such Transferor is bound and, in the case of Transfers other than Transfers of
Common Stock pursuant to a Public Offering or pursuant to Rule 144 under the Securities Act after a
Public Offering, if such Transferee becomes a party to, and is bound to the same extent as its
Transferor by the terms of, this Agreement; provided, that any such Permitted Transferee
referred to in the foregoing clauses agrees in writing to be bound by the terms of this Agreement
in accordance with Section 2.1.




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




          “Piggyback Registration” shall have the meaning set forth in Section 4.1.




          “Public Offering” means any public offering pursuant to an effective registration
statement under the Securities Act.




          “Registrable Securities” means any outstanding shares of Common Stock held by a
Stockholder from time to time until the earlier of (i) a registration statement covering such
Common Stock has been declared effective by the Commission and such stock has been disposed of
pursuant to such effective registration statement, (ii) such Common Stock is eligible to be sold to
the public pursuant to Rule 144 (or any similar provisions then in force) by such Stockholder
without restriction as to volume or manner of sale under the Securities Act, under circumstances in
which any legend borne by the Common Stock relating to restrictions on transferability thereof
under the Securities Act is or can be removed or (iii) such Common Stock is no longer subject to
restrictions under Rule 144 of the Securities Act.




          “Registration Expenses” shall have the meaning set forth in Section 4.4.




          “SAC CBI” shall have the meaning set forth in the preamble of this
Agreement.




          “SAC CBI II” shall have the meaning set forth in the preamble of this Agreement.




          “SAC Directors” shall have the meaning set forth in Section 3.1.




          “SAC Group” shall have the meaning set forth in the preamble of this Agreement.




          “Securities Act” means the United States Securities Act of 1933, as amended.




          “Selling Stockholder” shall have the meaning set forth in Section 4.3(c).




          “Shares” means shares of Common Stock.




          “Stockholder” shall have the meaning set forth in the preamble of this Agreement.




          “Subsidiary” means, with respect to any Person, any corporation or other entity of
which a majority of the capital stock or other ownership interests having ordinary voting power










 



4

to elect a majority of the board of directors or other persons performing a similar function
at the time directly or indirectly owned by such Person.




          “Transfer” means any direct or indirect transfer, sale, assignment, pledge, mortgage,
hypothecation, encumbrance or other disposition of all or a portion of any Shares or any economic
interest therein (including without limitation by means of any participation or swap transaction),
but for the avoidance of doubt shall not include an ordinary course transfer of an ownership
interest in any investment fund or similar entity having an investment in Shares.




          “Transferee’’ means any Person to whom Shares subject to this Agreement are
Transferred.




          “Transferor” means any Person who Transfers Shares subject to this
Agreement.




          “Underwriter” means a securities dealer that purchases any Registrable Securities as
principal in an underwritten offering and not as part of such dealer’s market making activities.




ARTICLE II




CERTAIN RESTRICTIONS ON TRANSFERS



          Section 2.1 Agreement to be Bound. Until the earlier of (a) such time as the
Shares held by an Investor may be sold pursuant to Rule 144 under the Securities Act under
circumstances in which any legend borne by the Shares relating to restrictions on transferability
thereof under the Securities Act may be removed or (b) the first anniversary of the closing of the
Exchange (the “Closing”), no Transfer of Shares by an Investor (other than Transfers in a Public
Offering or pursuant to Rule 144 of the Securities Act (or any successor provision)) shall be
effective unless (i) the Transferee, if not already a party hereto, shall have executed and
delivered to the Company, as a condition precedent to such Transfer, an instrument reasonably
satisfactory to the Company confirming that the Transferee agrees to be bound by the terms of this
Agreement with respect to the Shares so Transferred to the same extent applicable to the Transferor
thereof and acknowledging that such Transferee shall be deemed to be an Investor hereunder and (ii)
the Transferee has delivered to the Company an opinion of counsel reasonably satisfactory to the
Company indicating that the proposed Transfer is exempt from registration pursuant to applicable
securities laws.




          Section 2.2 Share Certificates.





	 	(a)	 	Each certificate representing Shares held by an Investor will bear a legend on
the face thereof substantially to the following effect (with such additions thereto or
changes therein as the Company may be advised by counsel are required by law or
necessary or appropriate):






“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
STOCKHOLDERS AGREEMENT AMONG CBAYSYSTEMS HOLDINGS LIMITED AND THE
OTHER STOCKHOLDERS PARTY THERETO, DATED AS OF [                    ], AS AMENDED AND
SUPPLEMENTED FROM TIME TO TIME IN









 



5



ACCORDANCE WITH THE TERMS THEREOF, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF CBAYSYSTEMS HOLDINGS LIMITED. THE STOCKHOLDERS AGREEMENT CONTAINS,
AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE
SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY
ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
STOCKHOLDERS AGREEMENT.”




“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACTS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.”



ARTICLE III




GOVERNANCE



          Section 3.1 Board Size.





	 	(a)	 	The Board of Directors of the Company (the “Board”) shall initially consist of
[eleven (11)] directors. Thereafter, the size of the Board shall be determined in the
manner set forth from time to time in the Company’s Certificate of Incorporation and
By-Laws. SAC CBI shall have the right to nominate three (3) directors to the Board
(the “SAC Directors”). As of the date hereof, the SAC Directors shall be Messrs.
Frank Baker, Peter Berger and Jeffrey Hendren.
	 
	 	(b)	 	For so long as SAC CBI has the right to nominate the SAC Directors, the Company at
all times shall take such actions as may be required under applicable Law, NASDAQ
rules, the Certificate of Incorporation and the By-Laws to cause the Board to consist
of the number of directors in accordance with Section 3.1(a), and to include on the
Board or in the slate of nominees recommended by the Board such persons nominated
by SAC CBI pursuant to this Section 3.1.
	 
	 	(c)	 	For as long as SAC CBI has the right to nominate the SAC Directors, each Investor
hereby agrees that it will vote all of the voting Shares owned or held of record by
such Investor, or (as applicable) provide its written consent in respect thereof, in
order to elect or appoint (as applicable) the SAC Directors to the Board.











 



6



	 	(d)	 	For so long as SAC CBI has the right to nominate the SAC Directors, without the
prior written consent of SAC CBI, each Investor agrees not to take any action that
would cause the number of directors constituting the entire Board to be greater than
[eleven (11)].
	 
	 	(e)	 	For so long as SAC CBI has the right to nominate the SAC Directors, in the event a
vacancy is created at any time, including by the death, disability, retirement,
resignation or removal (with or without cause) of any SAC Director, SAC CBI may
nominate another individual to be elected to fill each such vacancy created thereby
and the parties hereto agree to take, at any time, and from time to
time, all actions
necessary or appropriate in order to effect the election or appointment (as applicable)
of each such individual to the Board.
	 
	 	(f)	 	Any proposed SAC Director, at the time when such person is nominated to serve as a
director, shall be reasonably acceptable to the Company’s Nominating and Corporate
Governance Committee as determined in good faith. SAC CBI shall notify the
Company of any proposed SAC Director, in writing, a reasonable time in advance of
the mailing of any proxy statement, information statement or registration statement in
which such proposed SAC Director would be named, together with all information
concerning such nominee reasonably requested by the Company so that the Company
can comply with applicable disclosure rules; provided that in the absence of such
notice, SAC CBI shall be deemed to have designated or nominated the same SAC
Directors currently in office or, if applicable, set forth in the most recent notice
delivered to the Company pursuant to this Section 3.1(f).
	 
	 	(g)	 	For as long as SAC CBI has the right to nominate the SAC Directors, each Investor
agrees that, (i) if at any time SAC CBI shall notify such Investor of its desire to
remove, with or without cause, any SAC Director, such Investor will vote, or cause to
be voted, all of the voting Shares owned or held of record by such Investor, and shall
take all such other actions promptly as shall be necessary or appropriate to cause the
removal of such director and (ii) it will not take any action to remove any SAC
Director unless so notified by SAC CBI.
	 
	 	(h)	 	The parties acknowledge that the Company may enter into agreements with each of the SAC
Directors providing for the payment of a total aggregate compensation amount for each SAC
Director equal to $4 million to be paid in equal installments of $1 million due and payable on
each of the first four (4) anniversaries of the date hereof, and such payments will be
structured to minimize their effect on the on-going valuation of the Company (including,
without limitation, through lump sum payments at the time of any Initial Public Offering).
Each of the other parties hereto agrees to take, at any time, and from time to time, all
actions necessary or appropriate to effect such payments and further agrees not, at any time,
directly or indirectly, any action in opposition to such payments.
	 
	 	(i)	 	After the first anniversary of the Closing, the obligations provided by Sections 3.1(c) and
3.1(g) will terminate with respect to each Investor when such Investor owns less than 3.0%
of the Company’s outstanding shares of Common Stock. The provisions











 



7



	 	 	 	of this Section 3.1 shall terminate and be of no further force or effect upon the
earlier of consummation of a Change in Control or, with respect to any Investor, at such
time as all Common Stock held by such Investor are sold, in accordance with this
Agreement, to a third party not bound by this Agreement or required to become a party
hereto, and otherwise upon the tenth anniversary hereof.





          Section 3.2 Officer Appointment. The Company and each Investor acknowledge and
agree that as of the date hereof and until the fourth anniversary of the date hereof, at the
discretion of SAC CBI, Mr. Jeffrey Hendren shall have the opportunity to serve as Vice-Chairman,
Finance of the Company. In the event that a vacancy in such position is created at any time prior
to the fourth anniversary of the date hereof, including as a result of the death, disability,
retirement, resignation or removal (with or without cause) of Mr. Hendren or any successor, SAC CBI
may nominate another individual to be appointed by the Company to fill the vacancy created thereby
and the parties hereto agree to take, at any time, and from time to time, all actions necessary or
appropriate to effect such appointment, to the extent requested by SAC CBI.




          Section 3.3 Proxy. In the event that any Investor entitled or required to vote on
or provide its written consent with respect to a matter specified in Sections 3.1 and 3.2 shall
fail at any time to vote or act by written consent (as applicable) with respect to any Shares held
of record or beneficially owned by such Investor (or as to which such Investor otherwise has direct
or indirect voting control), as set forth in this Agreement, such Investor hereby irrevocably
appoints SAC CBI as such Investor’s proxy and attorney-in-fact (with full power of substitution),
for and in the name, place and stead of such Investor, to vote or act by written consent with
respect to such Shares and to grant a consent, proxy or approval in respect of such Shares, in each
case in such manner and to the extent as is necessary or appropriate to vote such Shares in
accordance with this Agreement. Each Investor hereby affirms that the irrevocable proxy and
irrevocable power of attorney set forth in this Section 3.3 will be valid for the term of this
Agreement and are given to secure the performance of the obligations of such Investor under this
Agreement. Each Investor hereby further affirms that each proxy and power of attorney hereby
granted shall, for the term of this Agreement, be irrevocable and shall be deemed coupled with an
interest.




ARTICLE IV




REGISTRATION



          Section 4.1 Piggyback Registrations.





	 	(a)	 	Right to Piggyback. Until the earlier of (a) such time as the Shares held by an Investor may be sold
pursuant to Rule 144 under the Securities Act under circumstances in which any legend
borne by the Shares relating to restrictions on transferability thereof under the
Securities Act may be removed or (b) the first anniversary of the Closing, if the
Company proposes to register and sell any of its Common Stock under the Securities Act
and the registration form to be used may be used for the registration of the Investors’
Registrable Securities (a “Piggyback Registration”), the Company shall give
prompt written notice to the Investors of its






 











 



8



	 	 	 	intention to effect such a registration at least ten (10) days before the
anticipated offering date or as promptly thereafter as reasonably practicable, and will
include in such registration the Shares of the Investors with respect to which the
Company has received written requests for inclusion therein within five (5) days after
delivery of the Company’s notice.
	 
	 	(b)	 	Piggyback Expenses. The Registration Expenses shall be paid by the
Company in all Piggyback Registrations; provided, however, that for the avoidance of
doubt, each of the Investors shall bear its pro rata portion of any discounts and
commissions with respect to Shares sold by it in connection therewith.
	 
	 	(c)	 	Priority on Registrations. If a Piggyback Registration is an
underwritten registration on behalf of the Company, and the managing Underwriters
advise the Company in writing that in their opinion the number of Shares requested to
be included in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, then the number of
Shares available for registration shall be allocated (i) first, 100% to the Shares to
be sold by the Company and (ii) second, pro rata based on the relative number of
Registrable Securities then held by each Investor and Shares held by each other holder
of Shares eligible to be sold in such offering; provided, that any such amount thereby
allocated to any such holder that exceeds such holder’s request shall be reallocated
among the remaining requesting holders in like manner.





          Section 4.2 Lockup Agreements. With respect to any underwritten Public Offering,
each Investor agrees not to effect any sale or distribution (except as part of such underwritten
registration) of Registrable Securities, including a sale pursuant to Rule 144 under the Securities
Act, (i) during the fifteen (15) days prior to such offering, (ii) during the 180-day period
beginning on the effective date of the Initial Public Offering, unless the investment banks or
Underwriters managing the Public Offering otherwise agree, and (iii) during the 90-day period
beginning on the effective date of any other Public Offering, unless the investment banks or
Underwriters managing the Public Offering otherwise agree.




          Section 4.3 Registration Procedures. Whenever Investors with the right to do so
pursuant to Section 4.1 request that any of their Registrable Securities be registered pursuant
to Section 4.1, the Company will use its reasonable best efforts to effect the registration of
such Registrable Securities in accordance with the intended method of disposition thereof as
quickly as reasonably practicable, and in connection with any such request:





	 	(a)	 	The Company will as expeditiously as reasonably practicable prepare and file
with the Securities and Exchange Commission (the “Commission”) a registration
statement on any form for which the Company then qualifies and which counsel for the
Company shall deem appropriate and which form shall be available for the sale of the
Registrable Securities to be registered thereunder in accordance with the intended
method of distribution thereof (it being understood that the Company shall use Form S-3
(or any replacement form) if such form is then available), and use its reasonable best
efforts to cause such filed registration statement to become effective and keep such
registration statement effective for a period of up to one hundred twenty (120)










 



9


	 	 	 	days or, if earlier, until the distribution contemplated in the registration statement
has been completed; provided, however, that in the case of any registration of Registrable
Securities on Form S-3 (or any replacement form) that are intended to be offered on a continuous
or delayed basis, subject to compliance with applicable Commission rules, such period shall be
extended to the extent reasonably requested in order to allow sufficient time for all such
Registrable Securities to be sold.
	 
	 	(b)	 	The Company will prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
	 
	 	(c)	 	The Company will, prior to filing a registration statement or prospectus or any amendment or
supplement thereto, furnish to each Investor selling Registrable Securities pursuant to a
registration statement under this Section 4 (each, a “Selling Stockholder”), copies of
such registration statement as proposed to be filed, together with exhibits thereto, which
documents will be subject to review by the foregoing persons within five (5) Business Days
after delivery, and thereafter furnish to such Selling Stockholder such number of copies of
such registration statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the prospectus included in
such registration statement (including each preliminary prospectus) and such other documents
as such Selling Stockholder may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Selling Stockholder and registered thereunder.
	 
	 	(d)	 	After the filing of the registration statement, the Company will promptly notify each Selling
Stockholder covered by such registration statement of any stop order issued or threatened by
the Commission and take reasonable actions to prevent the entry of such stop order or to
remove it if entered.
	 
	 	(e)	 	The Company will use its reasonable best efforts to register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions in the United
States and such other jurisdictions as any Selling Stockholder reasonably (in light of such
Selling Stockholder’s intended plan of distribution) requests; provided that the Company will
not be required to (A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (e), (B) subject itself to taxation in
any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
	 
	 	(f)	 	The (i) Company will promptly notify each Selling Stockholder covered by such registration
statement and (ii) each Investor will promptly notify the Company, at any time when a
prospectus relating to such registration statement is required to be delivered under the
Securities Act, of the occurrence of an event of which it is aware that requires the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any










 



10


	 	 	 	material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will promptly make available to each
Selling Stockholder any such supplement or amendment.
	 
	 	(g)	 	The Company will use its reasonable best efforts to comply with all applicable
rules and regulations of the Commission.
	 
	 	(h)	 	The Company will use its reasonable best efforts to cause all Registrable
Securities covered by such registration statement to be listed on each national
securities exchange on which similar securities issued by the Company are then listed
(if any), if the listing of such Registrable Securities is then permitted under the
rules of such exchange.
	 
	 	(i)	 	The Company may require each Selling Stockholder of Registrable Securities to
promptly furnish in writing to the Company such information regarding the Selling
Stockholder and the distribution of the Registrable Securities as the Company may from
time to time reasonably request, and such other information as may be necessary or
appropriate in connection with such registration.
	 
	 	(j)	 	Each Selling Stockholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 4.3(f), such
Selling Stockholder will immediately discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities until such
Selling Stockholder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4.3(f), and, if so directed by the Company, such Selling
Stockholder will deliver to the Company all copies, other than permanent file copies
then in such Selling Stockholder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice.





          Section 4.4 Registration Expenses. All expenses incident to the Company’s
performance of or compliance with this Agreement, including all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, and fees and disbursements of counsel for the Company and all independent
certified public accountants, Underwriters (excluding underwriting discounts and commissions) and
other Persons retained by the Company (all such expenses being herein called “Registration
Expenses”) shall be borne as provided in this Agreement, except that the Company shall, in any
event, pay its internal expenses (including all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the Company are then
listed or on the NASD automated quotation system.




          Section 4.5 Additional Procedures. All Selling Stockholders will take all such
actions and execute all such documents and instruments that are reasonably requested by the Company
to effect the registration and sale of their securities pursuant to this Section 4, including,
without limitation, being parties to the underwriting agreement entered into by the Company and any
other Selling Stockholders in connection therewith; provided, however, that










 



11



the aggregate amount of any liability of any Selling Stockholder pursuant to such
underwriting or other agreement will not exceed such Selling Stockholder’s net proceeds from such
offering.




          Section 4.6 Termination of Registration Rights. The registration rights and the
obligations provided by this Section 4 will terminate with respect to each Investor when such
Investor owns less than 3.0% of the Company’s outstanding shares of Common Stock.




ARTICLE V




INDEMNIFICATION AND CONTRIBUTION



          Section 5.1 Indemnification by the Company. To the fullest extent permitted by
law, the Company agrees to indemnify and hold harmless each Selling Stockholder of Registrable
Securities included in the applicable registration statement, its officers, directors, employees
and agents, and each person, if any, who controls such Selling Stockholder within the meaning of
the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof to which such Selling Stockholder, officer, director, employee or agent
or controlling Person may become subject under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any registration statement, prospectus
or any preliminary prospectus or any amendment or supplement thereto relating to the Registrable
Securities or (ii) any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case except
insofar as the same are contained in any information furnished to the Company by a Selling
Stockholder or on a Selling Stockholder’s behalf for use therein.




          Section 5.2 Indemnification by Stockholders of Registrable Securities. To the
fullest extent permitted by law, each Selling Stockholder agrees, severally but not jointly, to
indemnify and hold harmless the Company, each Underwriter and each other Selling Stockholder, their
respective officers, directors and agents and each Person, if any, who controls the Company, any
such Underwriter or any such other Selling Stockholder within the meaning of the Securities Act, to
the same extent as the indemnity from the Company to such Selling Stockholder pursuant to Section
5.1, but only with respect to information furnished to the Company by such Selling Stockholder or
on such Selling Stockholder’s behalf for use in any registration statement or prospectus relating
to the Registrable Securities, or any amendment or supplement thereto, or any preliminary
prospectus.




          Section 5.3 Conduct of Indemnification Proceedings. Promptly after receipt by any
Person in respect of which indemnity may be sought pursuant to Section 5.1 or 5.2 (an
“Indemnified Party”) of notice of any claim or the commencement of any action, the
Indemnified Party shall, if a claim in respect thereof is to be made against the Person against
whom such indemnity may be sought (an “Indemnifying Party”), notify the Indemnifying Party
in writing of the claim or the commencement of such action provided that the failure to notify the
Indemnifying Party shall not relieve it from any liability which it may have to an Indemnified
Party, except to the extent of any actual prejudice resulting therefrom. If any such claim or
action shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to










 



12



participate therein, and, to the extent that it wishes, jointly with any other Indemnifying
Party, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof unless (i) the Indemnifying Party shall have agreed in writing to be
liable for such expenses or (ii) the Indemnifying Party engages the same counsel to represent
itself and the Indemnified Party in such action and such counsel advises that representation of
both parties by the same counsel would be inappropriate due to an actual or reasonably likely
potential conflict of interests between them. No Indemnifying Party will, without the prior written
consent of the Indemnified Party (not to be unreasonably withheld), effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and
indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such claim or
proceeding. No Indemnified Party will, without the prior written consent of the Indemnifying Party
(not to be unreasonably withheld), effect any settlement of any claim or pending or threatened
proceeding in respect of which indemnity has or may be sought hereunder by such Indemnified Party.




          Section 5.4 Contribution. If the indemnification provided for in this Article V
is unavailable to any Indemnified Parties in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
losses, claims, damages, liabilities or expenses (i) as between the Company and the Selling
Stockholders on the one hand and the Underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Selling Stockholders
on the one hand and the Underwriters on the other from the offering of the Registrable Securities,
or if such allocation is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits but also the relative fault of the Company and the Selling
Stockholders on the one hand and of the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) as between the Company and/or one or more other Selling
Stockholders on the one hand and any Selling Stockholder on the other, in such proportion as is
appropriate to reflect the relative fault of the Company and of each Selling Stockholder in
connection with such statements or omissions, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and the Selling Stockholders bear to the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in
the table on the cover page of the prospectus. The relative fault of the Company and the Selling
Stockholders on the one hand and of the Underwriters on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Company and the Selling Stockholders or by the Underwriters. The relative fault of the Company
and/or one or more other Selling Stockholders on the one hand and of any Selling Stockholder on the
other shall be determined by










 



13



reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Person, and the Persons’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.




     The Company and the Selling Stockholders agree that it would not be just and equitable if
contribution pursuant to this Section 5.4 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the foregoing provisions of this Section 5.4, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total price at which the
Registrable Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission, and no Selling
Stockholder shall be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such Selling Stockholder were offered to the public
(less underwriting discounts and commissions) exceeds the amount of any damages which such Selling
Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. Notwithstanding the foregoing provisions of this Section 5.4, no
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



ARTICLE VI




MISCELLANEOUS




          Section 6.1 Recapitalization, Exchanges, etc. In the event that any capital stock
or other securities are issued in respect of, in exchange for, or in substitution of, any
Registrable Securities by reason of any reorganization, recapitalization, reclassification, merger,
consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets,
distribution to Stockholders or combination of the Shares or any other change in capital structure
of the Company, appropriate adjustments shall be made with respect to the relevant provisions of
this Agreement so as to fairly and equitably preserve, as far as reasonably practicable, the
original rights and obligations of the parties hereto under this Agreement and the term
“Registrable Securities,” as used herein, shall be deemed to include shares of such capital stock
or other securities, as appropriate.




          Section 6.2 Entire Agreement; Successors and Assigns. Except for restrictions on
Transfer of Shares set forth in other agreements, plans or other documents, this Agreement
constitutes the entire agreement of the parties with respect to its subject matter, supersedes all
prior or contemporaneous oral or written agreements or discussions with respect to such subject
matter, and shall be binding upon and inure to the benefit of the parties hereto and their










 



14



respective heirs, representatives, successors and assigns. Except as otherwise expressly
provided herein, no Stockholder party hereto may assign any of its respective rights or delegate
any of its respective obligations under this Agreement without the prior written consent of the
other parties hereto, and any attempted assignment or delegation in violation of the foregoing
shall be null and void.




          Section 6.3
No Waivers, Amendments.





	 	(a)	 	No delay of or omission in the exercise of any right, power or remedy accruing
to any party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be construed as a
waiver of or acquiescence in any such breach or default, or of any similar breach or
default occurring later; nor shall any such delay, omission nor waiver of any single
breach or default be deemed a waiver of any other breach or default occurring before or
after that waiver.
	 
	 	(b)	 	This Agreement may be amended or modified, or any provision hereof may be
waived, provided that such amendment, modification or waiver is set forth in a writing
executed by (i) the Company, (ii) the SAC Group and (iii) each Investor that would be
adversely affected thereby. Notwithstanding the foregoing, each of the Stockholders
acknowledges and agrees that in respect of a Transfer pursuant to Section 2.1 of this
Agreement, the Transferee may be added as an additional party to this Agreement by a
written joinder, provided that such addition is done in accordance with and pursuant to
the provisions of this Agreement. No course of dealing between or among any Persons
having any interest in this Agreement will be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any Person under
or by reason of this Agreement.





          Section 6.4 Notices. Any notices and other communications required or permitted
in this Agreement shall be effective if in writing and (a) delivered personally or (b) sent (i) by
nationally-known, reputable overnight carrier or (ii) by facsimile, in each case, addressed as
follows:



if to the Company:



CBaySystems Holdings Limited

2661 Riva Road, Building 800

Annapolis, MD 21401

Fax: 416-266-9409

Attention: Chief Financial Officer



if to the SAC Group:



c/o S.A.C. Capital Advisors, L.P.

72 Cummings Point Road

Stamford, Connecticut 06902

Fax: (203)823-4209

Attention: General Counsel










 



15



in each case, with a copy to:



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Fax: 212-455-2502

Attention: D. Rhett Brandon




          If to any Investor, to such Investor at the address set forth in the stock record book of the
Company or as otherwise provided in writing by such Investor to the Company.




          Unless otherwise specified herein, such notices or other communications shall be deemed
effective (a) on the date received, if personally delivered, (b) two (2) Business Days (or one (1)
Business Day if sent for next Business Day delivery) after being sent by nationally-known,
reputable overnight carrier or (c) upon transmission and confirmation of receipt by a facsimile
operator, in the case of facsimile. Each of the parties hereto shall be entitled to specify a
different address by giving notice as aforesaid to each of the other parties hereto.




          Section 6.5 Termination. Unless earlier terminated, the provisions of this
Agreement shall terminate and be of no further force or effect upon the earlier of consummation of
a Change in Control or, with respect to any Investor, at such time as all Common Stock held by such
Investor are sold, in accordance with this Agreement, to a third party not bound by this Agreement
or required to become a party hereto, and otherwise upon the tenth anniversary hereof.




          Section 6.6 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS
OR SIMILAR RULES OR PRINCIPLES THAT MIGHT REQUIRE THE APPLICATION TO THIS AGREEMENT OF THE LAWS OF
ANOTHER JURISDICTION.




          Section 6.7 Consent to Jurisdiction. Each party to this Agreement, by its
execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in New York, New York for the purpose of any action, claim, cause of action
or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or
based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent
not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its
subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim
that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that any such proceeding brought in one of the
above-named courts is improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation
arising out of or based upon this Agreement or relating to the subject matter hereof other than
before one of the above-named courts nor to make any motion or take any other action











 



16



seeking or intending to cause the transfer or removal of any such action, claim, cause of
action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court
other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.
Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any
litigation in connection with which it may assert indemnification rights set forth in this
Agreement, the court in which such litigation is being heard shall be deemed to be included in
clause (a) above with respect to the assertion of such rights in such matter. Each party hereto
hereby consents to service of process in any such proceeding in any manner permitted by New York
law, and agrees that service of process by registered or certified mail, return receipt requested,
at its address specified pursuant to Section 6.4 hereof is reasonably calculated to give actual
notice. Notwithstanding the foregoing in this Section 6.7, a party may commence any action in a
court other than the above-named courts solely for the purpose of enforcing an order or judgment
issued by one of the above-named courts.




          Section 6.8 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT
OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY,
PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED
HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT
IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 6.8 CONSTITUTES A MATERIAL
INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.8 WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.




          Section 6.9 Descriptive Headings. The descriptive headings of this Agreement are
for convenience of reference only, are not to be considered a part hereof and shall not be
construed to define or limit any of the terms or provisions hereof.




          Section 6.10 Severability. In the event that any provision hereof would, under
applicable law, be invalid or unenforceable in any respect, such provision shall be construed by
modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with,
and possible under, applicable law and the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the fullest extent possible. The provisions hereof are severable, and in the
event any provision hereof should be held invalid or unenforceable in any respect, it shall not
invalidate, render unenforceable or otherwise affect any other provision hereof.




          Section 6.11 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one instrument. A manual signature of a counterpart hereto delivered via facsimile










 



17



signature or by other electronic means shall be considered due execution and shall be
binding upon the signatory thereto with the same force and effect as if the signature were an
original.




          Section 6.12 Confidentiality. Each Investor agrees that it will keep confidential
and will not disclose, divulge or use for any purpose, other than to monitor its investment in the
Company and its subsidiaries, any confidential information obtained from the Company, unless such
confidential information (a) is known or becomes known to the public in general (other than as a
result of a breach of this Section 6.12 by such Investor or its Affiliates), (b) is or has been
independently developed or conceived by such Investor without use of the Company’s confidential
information or (c) is or has been made known or disclosed to such Investor by a third party (other
than another Stockholder or an Affiliate of such Investor or of another Stockholder) without a
breach of any obligation of confidentiality such third party may have to the Company that is known
to such Investor; provided, however, that an Investor may disclose confidential
information on a confidential basis (v) to its attorneys, accountants, consultants and other
professionals to the extent necessary to obtain their services in connection with monitoring its
investment in the Company, (w) to any prospective purchaser of any Shares from such Investor as
long as such prospective purchaser agrees to be bound by the provisions of this Section 6.12 as if
an Investor, (x) to any Affiliate, partner, member or related investment fund of such Investor and
their respective directors, employees and consultants, in each case in the ordinary course of
business, (y) as may be reasonably determined by such Investor to be necessary in connection with
such Investor’s enforcement of its rights in connection with this Agreement or its investment in
the Company and its subsidiaries or (z) as may otherwise be required by law or legal, judicial or
regulatory process, provided that such Investor takes reasonable steps to minimize the extent of
any required disclosure described in this clause (z); and provided, further,
however, that the acts and omissions of any Person to whom such Investor may disclose
confidential information pursuant to clauses (v) through (x) of the preceding proviso shall be
attributable to such Investor for purposes of determining such Investor’s compliance with this
Section 6.12. Each of the parties hereto acknowledge that the SAC Group, the Investors or any of
their respective Affiliates and related investment funds may review the business plans and related
proprietary information of many enterprises, including enterprises which may have products or
services which compete directly or indirectly with those of the Company, and may trade in the
securities of such enterprises. Nothing in this Section 6.12 shall preclude or in any way restrict
the SAC Group, the Investors or their respective Affiliates or related investment funds from
investing or participating in any particular enterprise, or trading in any particular securities,
whether or not such enterprise has products or services that compete with those of the Company.




          Section 6.13 Authority; Effect. Each party hereto represents and warrants (as to
itself only) to and agrees with each other party that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been duly authorized on
behalf of such party and do not violate any agreement or other instrument applicable to such party
or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding
obligation of such party, enforceable against such party in accordance with its terms, except to
the extent that the enforcement of the rights and remedies created hereby is subject to (i)
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors generally and (ii) general principles of equity. This
Agreement does not, and shall not be construed to, give rise to the creation of a










 



18



partnership among any of the parties hereto, or to constitute any of such parties members of
a joint venture or other association.




          Section 6.14 Enforcement; Further Assurances.





	 	(a)	 	The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with their
specific terms. It is accordingly agreed that the parties shall be entitled to
specific performance of the terms hereof, this being in addition to any other remedy to
which they are entitled at law or in equity.
	 
	 	(b)	 	The parties hereto agree to execute, acknowledge, deliver, file and record such
further certificates, amendments, instruments, agreements and documents, and to do all
such other acts and things, as may be required by law or as may be necessary or
appropriate to carry out the intent and purposes of this Agreement.










 



 







          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.




	 	 	 	 	 
	 	CBAYSYSTEMS HOLDINGS LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth above.




	 	 	 	 	 
	 	S.A.C. PEI CB INVESTMENT, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth above.




	 	 	 	 	 
	 	S.A.C. PEI CB INVESTMENT II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth above.




	 	 	 	 	 
	 	INTERNATIONAL EQUITIES (S.A.C. ASIA) LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth above.




	 	 	 	 	 
	 	COSTA BRAVA PARTNERSHIP III, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth above.




	 	 	 	 	 
	 	NEWCASTLE PARTNERS, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set forth above.




	 	 	 	 	 
	 	BLACK HORSE CAPITAL MANAGEMENT LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth above.




	 	 	 	 	 
	 	AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: