0001188112-10-002121 Sample Contracts

SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc.

THIS SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 15, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, toget

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TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Tenth Amendment”) dated as of August 6, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, EXAMWORKS CANADA, INC., a Delaware corporation, NETWORK MEDICAL REVIEW COMPANY, LTD., an Illinois corporation, NETWORK MEDICAL MANAGEM

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NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Ninth Amendment”) dated as of June 30, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, EXAMWORKS CANADA, INC., a Delaware corporation (“ExamWorks Canada”), NETWORK MEDICAL REVIEW COMPANY, LTD., an Illinois corporation (“NM

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LOAN AND SECURITY AGREEMENT Dated as of December 18, 2009 by and among EXAMWORKS, INC. and its Subsidiaries party hereto, each as a Borrower, FIFTH THIRD BANK, as Administrative Agent, Joint Lead Lender and Joint Arranger and BANK OF AMERICA, N.A., as...
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December 18, 2009, is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), Crossland Medical Review Services, Inc., a New York corporation, Southwest Medical Examination Services, Inc., a Texas corporation, The Ricwel Corporation, an Ohio corporation, CFO Medical Services, LLC, a New Jersey limited liability company, Diagnostic Imaging Institute, Inc., a Texas corporation, Ricwel of West Virginia, LLC, a West Virginia limited liability company, Pacific Billing Services, Inc., a Texas corporation, Set-Aside Solutions, LLC, a Delaware limited liability company, Marquis Medical Administrators, Inc., a New York corporation, IME Software Solutions, LLC, a Michigan limited liability company, Florida Medical Specialists, Inc., a New Jersey corporation, and the subsidiaries of Parent that may from time to time hereafter become parties hereto (the foregoing, individually and collectively, “Borrower”), the financial ins

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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION ASSET PURCHASE AGREEMENT by and among SOMA MEDICAL ASSESSMENTS CORP. EXAMWORKS GROUP, INC., SOMA MEDICAL...
Asset Purchase Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Ontario

THIS ASSET PURCHASE AGREEMENT, dated as of June 30, 2010, is made and entered into by and among SOMA MEDICAL ASSESSMENTS CORP., a corporation incorporated under the laws of the Province of Ontario (the “Purchaser”), EXAMWORKS GROUP, INC., a Delaware corporation and the ultimate parent of the Purchaser (the “Parent”), SOMA MEDICAL ASSESSMENTS INC., a corporation incorporated under the laws of the Province of Ontario (the “Seller”), 1495929 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario and the sole shareholder of the Seller (the “Shareholder”), and Troy Cumiskey, the sole shareholder of the Shareholder (the “Founder”).

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FIFTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Fifth Consent Agreement to Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS FIFTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of August 6, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, EXAMWORKS CANADA, INC., a Delaware corporation, NETWORK MEDICAL REVIEW COMPANY, LTD., an Illinois corporation, NETWORK MEDICAL MANAGEM

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of May 7, 2010, by and among ExamWorks, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any additional investor that becomes a party to this Agreement in accordance with Section 4.9 hereof.

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CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, tog

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EXAMWORKS GROUP, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN ____________________________ Stock Option Award Agreement ____________________________
Stock Option Award Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

You are hereby awarded this stock option (“Option”) to purchase Shares of ExamWorks Group, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the ExamWorks Group, Inc. Amended and Restated Stock Incentive Plan (the “Plan”). A copy of the Plan is attached as Exhibit A. This Award is conditioned on your execution of this Award Agreement within ten (10) days after the Grant Date specified in Section 1 below. You should carefully review these documents, and consult your personal financial advisor, before accepting this Award.

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CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, tog

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CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Consent Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 12, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, together wi

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CONSENT AND SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, t

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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”) dated as of April 26, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, toget

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EXAMWORKS, INC. STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of July, 2008, by and among ExamWorks Holdings, LLLP, a Georgia limited liability limited partnership (“Holdings”), the individuals whose names appear on the signature pages hereto (together with Holdings, the “Stockholders”) and ExamWorks, Inc., a Delaware corporation (the “Company”).

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AMENDMENT TO EXAMWORKS, INC. STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • August 13th, 2010 • ExamWorks Group, Inc.

THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into on this 4th day of December, 2009, and is effective as of July 14, 2008 (the “Effective Date”), by and between ExamWorks Holdings, LLLP, a Georgia limited liability limited partnership (“Holdings”) and ExamWorks, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to them in the Stockholders’ Agreement dated as of July 14, 2008 (the “Agreement”), by and among Holdings, the Company, and the individuals whose names appear on the signature pages thereto (together with Holdings, the “Stockholders”).

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FOURTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Fourth Consent Agreement to Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc.

THIS FOURTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 26, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, toget

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG EXAMWORKS, INC., BROADBAND CAPITAL MANAGEMENT LLC AND THE OFFICERS AND EMPLOYEES OF BROADBAND CAPITAL MANAGEMENT LLC PARTY HERETO DATED AS OF MAY 7, 2010
Registration Rights Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 7, 2010, by and among ExamWorks, Inc., a Delaware corporation (the “Company”), Broadband Capital Management LLC (the “Placement Agent”) and each of the employees and/or officers of the Placement Agent identified on Schedule A hereto, each of which, together with the Placement Agent, is referred to in this Agreement as a “Placement Agent Party,” and collectively, the “Placement Agent Parties.”

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EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Eighth Amendment”) dated as of June 23, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, toge

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EXAMWORKS GROUP, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN ____________________________ Restricted Share Award Agreement ____________________________
Restricted Share Award Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

You (the “Participant”) are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Award Agreement (the “Award Agreement” or “Award”) and in the ExamWorks Group Inc. Amended and Restated Stock Incentive Plan (“Plan”). A copy of the Plan is attached as Exhibit A. This Award is conditioned on your execution of this Award Agreement within thirty (30) days after the Grant Date specified in Section 1 below. You should carefully review these documents, and consult with your personal financial advisor, before accepting this Award.

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CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”) dated as of January 19, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the fo

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EXAMWORKS GROUP, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN ____________________________ Restricted Share Unit Award Agreement ____________________________
Restricted Share Unit Award Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

You are hereby awarded Restricted Share Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (the “Award Agreement” or “Award”), and in the ExamWorks Group, Inc. Amended and Restated Stock Incentive Plan (the “Plan”). A copy of the Plan is attached as Exhibit A. This Award is conditioned on your execution of this Award Agreement within ten (10) days after the Grant Date specified in Section 1 below. You should carefully review these documents, and consult your personal financial advisor, before accepting this Award.

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CONSENT AND FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, t

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SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of June 10, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, together w

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Contract
Merger Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 23rd day of June, 2010, by and among ExamWorks, Inc., a Delaware corporation (the “Company”), ExamWorks Group, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Holdings”), and ExamWorks Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Holdings (“Merger Sub”).

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SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • August 13th, 2010 • ExamWorks Group, Inc.

THIS SECOND AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of March 12, 2010 and effective as of the Effective Date (as defined below) by and among ExamWorks, Inc., a Delaware corporation (the “Company”), ExamWorks Holdings, LLLP, a Georgia limited liability limited partnership (“Holdings”), Richard E. Perlman and James K. Price. Capitalized terms used but not defined herein shall have the meanings given to them in the Stockholders’ Agreement dated as of July 14, 2008, as amended on December 4, 2009 (the “Stockholders’ Agreement”), by and among Holdings, the Company, and the stockholders party thereto (together with Holdings, the “Stockholders”).

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