WAIVER AND FIRST AMENDMENT

Exhibit 10.2

WAIVER AND FIRST AMENDMENT

This WAIVER AND FIRST AMENDMENT, dated as of July 11, 2011 (this “ Waiver and First Amendment ”), is entered into among CBay Inc., a Delaware corporation (“ CBay ”), MedQuist Inc., a New Jersey corporation (“ MedQuist ”), MedQuist Transcriptions, Ltd., a New Jersey corporation (“ MedQuist Transcriptions ”, and together with CBay and MedQuist, the “ Issuers ”), MedQuist Holdings Inc., a Delaware corporation (“ Holdings ”), MedQuist, as Issuer Representative, BlackRock Kelso Capital Corporation (“ BKC ”), PennantPark Investment Corporation (“ Pennant ”), Citibank, N.A. (“ Citibank ”), and THL Credit, Inc. (“ THL ” and together with BKC, Pennant, Citibank and the other Purchasers from time to time parties hereto, collectively, the “ Purchasers ”).

WHEREAS, the Issuers, Holdings and the Purchasers are party to that certain Senior Subordinated Note Purchase Agreement, dated as of September 30, 2010 (the “ Note Purchase Agreement ”; all capitalized terms defined in the Note Purchase Agreement and not otherwise defined herein to have the meanings assigned thereto in the Note Purchase Agreement);

WHEREAS, the Issuers and Holdings have requested that the Purchasers amend certain reporting covenants set forth in Section 6.1 of the Note Purchase Agreement;

WHEREAS, Holdings intends to consummate the proposed acquisition of Multimodal Technologies, Inc. on the terms described in Annex A hereto (the “ Project Miami Acquisition ”);

WHEREAS, the Note Purchase Agreement contains certain restrictions with respect to Permitted Acquisitions;

WHEREAS, the Issuers and Holdings have requested that the Purchasers waive such restrictions with respect to Permitted Acquisitions to permit the Project Miami Acquisition as a Permitted Acquisition; and

WHEREAS, subject to the terms and conditions hereof, the Purchasers are willing to waive certain restrictions on Permitted Acquisitions to permit the Project Miami Acquisition as a Permitted Acquisition and to make amendments to the Note Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.

AMENDMENT

Section 1.1. Subject to the fulfillment of the conditions set forth in Section 4.1 below, the Note Purchase Agreement is hereby amended, as of the Effective Date, as follows:

(a) The definitions of each of “Discounted Value”, “Remaining Scheduled Payments” and “Reinvestment Yield” set forth in the Note Purchase Agreement are deleted in their entireties;

(b) The definition of “Called Notes” set forth in the Note Purchase Agreement is amended and restated in its entirety as follows:

““ Called Notes ” means the principal amount of the Notes that is to be prepaid at a voluntary redemption date occurring during the No Call Period pursuant to Section 2.6(b)(iii) .”

(c) The definition of “Make-Whole Amount” set forth in the Note Purchase Agreement is amended and restated in its entirety as follows:

““ Make-Whole Amount ” means, with respect to any redemption or prepayment of Called Notes during the No Call Period, an amount equal to (a) the excess, if any, of the present value as of the date of such redemption or prepayment of (i) 107% of such Called Notes, plus (ii) all required interest payments at the Cash Rate due on such Called Notes though the end of the No Call Period (excluding accrued but unpaid interest through the redemption date), computed using a discount rate equal to the Treasury Rate at such redemption or prepayment date, plus 50 basis points over (b) such Called Notes; provided that the Make-Whole Amount may in no event be less than zero.”

(d) The following definition is inserted in the appropriate alphabetical order in Section 1.1 of the Note Purchase Agreement:

““ No Call Period ” means the period prior to the start of the twenty-fifth month following the Funding Date.”

(e) The following definition is inserted in the appropriate alphabetical order in Section 1.1 of the Note Purchase Agreement:

““ Treasury Rate ” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the redemption or prepayment date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption or prepayment date to the end of the No Call Period; provided , however , that if the period from the redemption or prepayment date to the end of the No Call Period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption or prepayment date to the end of the No Call Period is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.”

(f) Section 2.6(b) of the Note Purchase Agreement is amended and restated in its entirety as follows:

“(b) Prepayments .

(i) The Issuers may, at any time following the No Call Period, redeem the Notes in whole or in part (and if in part shall be in an aggregate amount that is an integral multiple of $1,000,000) at the following redemption prices (expressed as a percentage of the then outstanding principal balance of the Notes to be repaid) (the “ Redemption Price ”), plus accrued and unpaid interest (including PIK Interest) through the date of redemption:

(ii) If the Issuers elect to make any permitted redemption of the Notes pursuant to this Section 2.6(b) , the Issuer Representative shall give notice of such redemption to each Purchaser not less than five (5) Business Days and not more than 60 days prior to the date such redemption is to be made, specifying (i) the date on which such prepayment is to be made and (ii) the amount of such prepayment. Subject to Section 2.6(b)(iii) , the aggregate principal amount of the Notes so specified to be prepaid, together with accrued interest thereon (including any interest payable in kind), shall be due and payable on the prepayment date set forth in such notice; provided , however , that such notice may provide that such prepayment is contingent upon the consummation of a related financing or acquisition transaction, in which case such Notes shall not be due and payable if such transaction is not consummated.

(iii) During the No Call Period, upon notice given as provided in Section 2.6(b)(ii) , the Issuers, at their option, may prepay all or any part of the principal amount of the Notes (and if in part shall be in an aggregate amount that is an integral multiple of $1,000,000), together with accrued but unpaid interest on the principal amount being prepaid to the date of such prepayment, plus the Make-Whole Amount.

(iv) If as a result of an Event of Default or otherwise, the Notes are caused to be repaid prior to the Maturity Date other than in accordance with an accepted Redemption Offer pursuant to Section 2.6(c) , then the Obligations shall be repaid taking into consideration the Make-Whole Amount or at the Redemption Price applicable at the time such Event of Default first occurred.”

(g) Section 6.1(a) of the Note Purchase Agreement is amended and restated in its entirety as follows:

“(a) Monthly Reports. Within 30 days after the end of each month (other than each month corresponding with the end of a Fiscal Quarter, in which case, within 45 days of the end of each such month), the internal Consolidated unaudited balance sheet of each of MedQuist and CBay as of the close of such fiscal month and related Consolidated statements of income and cash flow for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year (after the first anniversary of the Closing Date) prepared for management and consistent with past practice.”

(h) Section 6.1(b) of the Note Purchase Agreement is amended and restated in its entirety as follows:

“(b) Quarterly Reports . As soon as available, and in any event within 45 days after the end of each Fiscal Quarter of each Fiscal Year (except with respect to the Fiscal Quarter corresponding with the end of each Fiscal Year, in which case, within 90 days of the end of such Fiscal Quarter) (i) ending before the MedQuist Consolidation Date, the Consolidated unaudited balance sheet of Holdings, the Consolidated unaudited balance sheet of MedQuist and all eliminations necessary to reconcile such balance sheets and (ii) ending on or after the MedQuist Consolidation Date, the Consolidated unaudited balance sheet of Holdings, in each case as of the close of such Fiscal Quarter, and including related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form (x) the figures for the corresponding period in the prior Fiscal Year (after the first anniversary of the Closing Date) and (y) the figures for the corresponding period set forth in the most recent corresponding Projections received by the Purchasers pursuant to Section 6.1(f) , in each case certified by a Responsible Officer of the Issuer Representative as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Holdings and/or MedQuist, as applicable, as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).”

(i) Section 8.1(n) of the Note Purchase Agreement is amended and restated in its entirety as follows:

“(n) to the