FIRST AMENDMENT TO OPTION AGREEMENT TO PURCHASE STOCK
THIS FIRST AMENDMENT TO OPTION AGREEMENT TO PURCHASE STOCK (this “ Amendment ”) is made and
entered into as of December 21, 2005, by and between TRANSCEND SERVICES, INC., a Delaware corporation (the “ Company
”), and SUSAN McGROGAN, an individual resident of the State of Florida (“ McGrogan ”).
WHEREAS, the Company and McGrogan have previously entered into that certain Option Agreement to Purchase Stock
dated as of August 15, 2005 (the “ Option Agreement ”); and
WHEREAS, the parties hereto wish to amend the terms of the Option Agreement as more fully set forth below.
NOW, THEREFORE, for and in consideration of the premises and agreements contained herein, and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto covenant
and agree as follows:
1. Definitions . Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Option Agreement.
2. Article I of the Option Agreement is hereby amended by deleting such article in its entirety and replacing such article with the
following (it being acknowledged that Option #1 has already been exercised):
“The Company hereby irrevocably grants to McGrogan five (5) options (each an “Option” and collectively “Options” ) to
purchase shares of the Stock in accordance with the schedule set forth below and subject to the conditions set forth in this
Agreement. The number of shares of Stock to be acquired upon the exercise of each Option is determined in Article V below.
3. Article II of the Option Agreement is hereby amended by deleting such article in its entirety and replacing such article with
“The total exercise price for all shares acquired for each Option (the “Exercise Price” ) shall be as set forth in Article I above.
The Exercise Price for each Option shall be comprised of the following: (i) cash in the amount,