AGREEMENT, dated as of May 22, 2000 between Koninklijke Philips Electronics N.V., a corporation
organized under the laws of The Netherlands ("Purchaser") and the beneficial owner ("Shareholder") of Shares of
MedQuist Inc., a New Jersey corporation (the "Company").
WHEREAS, in order to induce Purchaser to enter into the Tender Offer Agreement, dated as of the date hereof,
with the Company (the "Tender Offer Agreement"), Purchaser has requested Shareholder, and Shareholder has
agreed, to enter into this Agreement and an employment agreement with the Company, dated of even date
herewith, to become effective upon Purchaser's payment for Shares pursuant to the terms of the Offer (the
WHEREAS, to induce the Company to enter into the Tender Offer Agreement, the Company has requested, and
Purchaser has agreed, to enter into a Governance Agreement and a License Agreement, each to become
effective upon Purchaser's payment for Shares pursuant to the terms of the Offer;
WHEREAS, Shareholder and Purchaser desire to make certain representations, warranties, covenants and
agreements in connection with this Agreement; and
WHEREAS, capitalized terms used herein but not defined herein shall have the respective meanings ascribed to
such terms in the Tender Offer Agreement.
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and
agreements contained herein the parties hereto hereby agree as follows:
RESTRICTION ON TRANSFER; PURCHASE
AND SALE OF SHAREHOLDER'S SHARES
SECTION 1.1 Restrictions on Transfer.
(a) Shareholder hereby agrees that, except as contemplated by Section 1.1(b) and Section 1.3 hereof (and
provided that nothing herein shall prevent Shareholder from exercising any option for Shares held by
Shareholder), during the period beginning on the date hereof and continuing to and including the date two years
after the date hereof, the
undersigned will not offer, sell, cont