Exhibit 10.37
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.
(a)
Each holder of Stockholder Shares
hereby covenants and agrees to vote all of his, her or its
Stockholder Shares (i) to cause the number of directors
constituting the Board to be six (6) and (ii) to cause the Company
to comply with all obligations under the Documents. At each
annual meeting of the holders of any class of Stockholder Shares,
and at each special meeting of the holders of any class of
Stockholder Shares called for the purpose of electing directors of
the Company, and at any time at which holders of any class of
Stockholder Shares shall have the right to, or shall, vote for or
consent in writing to the election of directors of the Company,
then, and in each such event, the holders of Stockholder Shares
shall vote all of the Stockholder Shares owned by them for, or
consent in writing with respect to such shares in favor of, the
election of a Board constituted as follows:
(i)
three (3) representatives designated
by the Requisite Investor Holders, which designees shall initially
be Benjamin B. Edmands, Mitchell J. Blutt, M.D. and Stephen
Murray;
(ii)
one (1) representative designated by
JPMP Global Investors, which designee shall initially be Nancy-Ann
DeParle;
(iii)
one (1) representative designated by
the Requisite Holders (which, for purposes of this paragraph (iii)
only, shall not inclu
