Mq Associates Inc Watch

from 8-K 70 pages Agreement and Plan of Merger by and Among Novant Health, Inc., Stones Merger Corp. Mq Associates, Inc., and J.P. Morgan Partners (Bhca), L.P., Solely for Purposes of Sections 5.11 and 5.12 and Article X and in Its Capacity as the Stockholders’ Representative Dated as of August 10, 2007

from 10-K 16 pages Amended and Restated Employment Agreement Dated as of March 29, 2007 (As Amended, Modified or Supplemented From Time to Time, This “Agreement”), Among Bruce W. Elder (The “Executive”), Medquest, Inc., a Delaware Corporation (The “Company”), and Mq Associates, Inc., a Delaware Corporation and Parent Entity of the Company (The “Parent”)

from 10-Q 35 pages Medical Office Building Lease

from 10-Q 16 pages Second Amended and Restated Employment Agreement Dated as of November 7, 2006 (As Amended, Modified or Supplemented From Time to Time, This “Agreement”), Among Daniel J. Schaefer (The “Executive”), Medquest, Inc., a Delaware Corporation (The “Company”), and Mq Associates, Inc., a Delaware Corporation and Parent Entity of the Company (The “Parent”)

from 10-Q 16 pages Employment Agreement Dated as of April 7, 2006 (As Amended, Modified or Supplemented From Time to Time, This “Agreement”), Among Todd E. Andrews (The “Executive”), Medquest, Inc., a Delaware Corporation (The “Company”), and Mq Associates, Inc., a Delaware Corporation and Parent Entity of the Company (The “Parent”). Whereas, the Company Desires to Employ the Executive, and the Executive Desires to Be Employed by the Company, on the Terms and Conditions Contained Herein. Now, Therefore, in Consideration of the Mutual Promises and Covenants Contained Herein, the Parties Agree as Follows: 1. Employment. the Company Hereby Employs the Executive and the Executive Accepts Such Employment Upon the Terms and Conditions Hereinafter Set Forth

from 8-K 4 pages Amendment No. 3, Dated as of May 12, 2006 (This “Amendment”), to the Stockholders’ Agreement, Dated as of August 15, 2002, as Amended by Amendment No. 1, Dated as of April 28, 2005 and Amendment No. 2, Dated as of October 24, 2005 (As So Amended, the “Existing Agreement”), Among Mq Associates, Inc., a Delaware Corporation (The “Company”), and the Stockholders of the Company Party Thereto. by Executing and Delivering This Amendment, the Undersigned Hereby Agree as Set Forth Below. Capitalized Terms Used but Not Defined Herein Shall Have the Respective Meanings Given to Them in the Existing Agreement. Section 1. Amendments. Section 3.1(a) of the Existing Agreement Shall Be Amended and Restated in Its Entirety to Read as Set Forth Below. “3.1 Election of Directors, Voting

from 10-K 16 pages Amended and Restated Employment Agreement Dated as of January 1, 2006 (As Amended, Modified or Supplemented From Time to Time, This “Agreement”), Among Todd W. Latz (The “Executive”), Medquest, Inc., a Delaware Corporation (The “Company”), and Mq Associates, Inc., a Delaware Corporation and Parent Entity of the Company (The “Parent”)

from 10-K 5 pages Amendment No. 2, Dated as of October 24, 2005 (This “Amendment”), to the Stockholders’ Agreement, Dated as of August 15, 2002, as Amended by Amendment No. 1, Dated as of April 28, 2005 (As So Amended, the “Existing Agreement”), Among Mq Associates, Inc., a Delaware Corporation (The “Company”), and the Stockholders of the Company Party Thereto. by Executing and Delivering This Amendment, the Undersigned Hereby Agree as Set Forth Below. Capitalized Terms Used but Not Defined Herein Shall Have the Respective Meanings Given to Them in the Existing Agreement. Section 1. Amendments. Section 3.1(a) of the Existing Agreement Shall Be Amended and Restated in Its Entirety to Read as Set Forth Below. “3.1 Election of Directors, Voting

from 10-K 20 pages Employment Agreement Dated as of October 24, 2005 (As Amended, Modified or Supplemented From Time to Time, This “Agreement”), Among C. Christian Winkle (The “Executive”), Medquest, Inc., a Delaware Corporation (The “Company”), and Mq Associates, Inc., a Delaware Corporation and Parent Entity of the Company (The “Parent”). Whereas, the Company Desires to Employ the Executive, and the Executive Desires to Be Employed by the Company, on the Terms and Conditions Contained Herein. Now, Therefore, in Consideration of the Mutual Promises and Covenants Contained Herein, the Parties Agree as Follows: 1. Employment. the Company Hereby Employs the Executive and the Executive Accepts Such Employment Upon the Terms and Conditions Hereinafter Set Forth

from 10-K 11 pages Stock Option Agreement

from 10-K 4 pages First Amendment to Mq Associates, Inc. 2003 Stock Option Plan

from 10-K 5 pages Amendment No. 1 Dated as of April 28, 2005 (This “Amendment”), to the Stockholders’ Agreement, Dated as of August 15, 2002 (As Amended, Modified, Supplemented, or Restated From Time to Time, the “Original Agreement”), Among Mq Associates, Inc. a Delaware Corporation (The “Company”), and the Stockholders of the Company Signatory Thereto. by Executing and Delivering This Amendment, the Undersigned Hereby Agree as Set Forth Below. Capitalized Terms Used but Not Defined Herein Shall Have the Respective Meanings Ascribed to Them in the Original Agreement. Section 1. Amendments. Section 3.1 of the Original Agreement Shall Be Amended and Restated in Its Entirety to Read as Set Forth Below. 3.1 Election of Directors, Voting

from 10-K 10 pages Effective Immediately (The “Effective Date”) and Pursuant to This Letter Agreement (This “Separation Agreement”), You Hereby Voluntarily Resign as an Employee, Officer, Member and Manager, as Applicable, and as a Member of the Board of Directors and Board of Managers, as Applicable, of Mq Associates, Inc., a Delaware Corporation (The “Company”), Its Direct and Indirect Subsidiaries and Their Respective Affiliates. the Company Hereby Waives the 90 Day Notice Requirement for Such Voluntary Resignation Under Section 6(b) of the Amended and Restated Employment Agreement Between You and Medquest, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Company Dated as of August 15, 2002 (The “Employment Agreement”). as of the Effective Date, the Employment Agreement Is Terminated, and None of the Provisions Thereunder Shall Survive or Be Effective After the Effective Date Except For: (I) Section 7; (II) Section 8 (Specifically Including Section 10.5 of the Recapitalization Agreement, Dated July 16, 2002, as Amended, Among the Company and the Other Parties Thereto); (V) Section 11 (Except That After the Effective Date, Notices to the Company Shall Be Copied to O’melveny & Myers Llp, Times Square Tower, 7 Times Square, New York, New York 10036, Attention: Ilan S. Nissan, Esq.); (IX) All Definitions in the Employment Agreement, Which Appear in the Sections of the Employment Agreement Specified in the Foregoing Clauses (I) Through (VIII), in Each Case, Which Sections and Definitions (As Hereby Amended), Shall Survive Such Termination

from 10-K 10 pages Effective Immediately (The “Effective Date”) and Pursuant to This Letter Agreement (This “Separation Agreement”), You Hereby Voluntarily Resign as an Employee, Officer, Member and Manager, as Applicable, and as a Member of the Board of Directors and Board of Managers, as Applicable, of Mq Associates, Inc., a Delaware Corporation (The “Company”), Its Direct and Indirect Subsidiaries and Their Respective Affiliates. the Company Hereby Waives the 90 Day Notice Requirement for Such Voluntary Resignation Under Section 6(b) of the Amended and Restated Employment Agreement Between You and Medquest, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Company Dated as of August 15, 2002 (The “Employment Agreement”). as of the Effective Date, the Employment Agreement Is Terminated, and None of the Provisions Thereunder Shall Survive or Be Effective After the Effective Date Except For: (I) Section 7; (II) Section 8 (Specifically Including Section 10.5 of the Recapitalization Agreement, Dated July 16, 2002, as Amended, Among the Company and the Other Parties Thereto); (V) Section 11 (Except That After the Effective Date, Notices to the Company Shall Be Copied to O’melveny & Myers Llp, Times Square Tower, 7 Times Square, New York, New York 10036, Attention: Ilan S. Nissan, Esq.); (IX) All Definitions in the Employment Agreement, Which Appear in the Sections of the Employment Agreement Specified in the Foregoing Clauses (I) Through (VIII), in Each Case, Which Sections and Definitions (As Hereby Amended), Shall Survive Such Termination

from 10-K 10 pages Effective Immediately (The “Effective Date”) and Pursuant to This Letter Agreement (This “Separation Agreement”), You Hereby Voluntarily Resign as an Employee, Officer, Member and Manager, as Applicable, and as a Member of the Board of Directors and Board of Managers, as Applicable, of Mq Associates, Inc., a Delaware Corporation (The “Company”), Its Direct and Indirect Subsidiaries and Their Respective Affiliates. the Company Hereby Waives the 90 Day Notice Requirement for Such Voluntary Resignation Under Section 6(b) of the Amended and Restated Employment Agreement Between You and Medquest, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of the Company Dated as of August 15, 2002 (The “Employment Agreement”). as of the Effective Date, the Employment Agreement Is Terminated, and None of the Provisions Thereunder Shall Survive or Be Effective After the Effective Date Except For: (I) Section 7; (II) Section 8 (Specifically Including Section 10.5 of the Recapitalization Agreement, Dated July 16, 2002, as Amended, Among the Company and the Other Parties Thereto); (V) Section 11 (Except That After the Effective Date, Notices to the Company Shall Be Copied to O’melveny & Myers Llp, Times Square Tower, 7 Times Square, New York, New York 10036, Attention: Ilan S. Nissan, Esq.); (IX) All Definitions in the Employment Agreement, Which Appear in the Sections of the Employment Agreement Specified in the Foregoing Clauses (I) Through (VIII), in Each Case, Which Sections and Definitions (As Hereby Amended), Shall Survive Such Termination

from 10-K 8 pages Consulting Agreement Dated as of March 14, 2005 (This “Agreement”), Between Mq Associates, Inc., a Delaware Corporation (The “Company”), Argus Management Corp. (The “Consultant”) and John Haggerty (“Haggerty”). Whereas, the Company Wishes to Hire the Consultant to Provide Consulting Services to the Company. Whereas, the Consultant Wishes to Appoint Haggerty to Perform Such Consulting Services to the Company on the Consultant’s Behalf. Whereas, in Order to Induce Consultant to Provide Consulting Services to the Company, the Company Desires to Provide Consultant With the Compensation on the Terms and Conditions Set Forth in This Agreement. Whereas, the Consultant Is Willing to Perform Consulting Services for the Company on the Terms and Conditions Set Forth in This Agreement. Now, Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Set Forth Below: Section 1. Engagement and Services

from 10-K 7 pages Consulting Agreement Dated as of March 14, 2005 (This “Agreement”), Between Mq Associates, Inc., a Delaware Corporation (The “Company”), and Donald C. Tomasso (The “Consultant”). Whereas, in Order to Induce Consultant to Provide Consulting Services to the Company, the Company Desires to Provide Consultant With the Compensation on the Terms and Conditions Set Forth in This Agreement. Whereas, the Consultant Is Willing to Perform Consulting Services for the Company on the Terms and Conditions Set Forth in This Agreement. Now, Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Set Forth Below: Section 1. Engagement and Services

from 8-K 20 pages Securities Purchase Agreement Dated as of September 7, 2005 Between Mq Associates, Inc. and Mq Investment Holdings II, LLC

from 8-K 3 pages Letter Agreement

from 8-K 9 pages Letter Agreement – Third Waiver