0001188112-10-002452 Sample Contracts

SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services

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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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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 • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION LOAN AND SECURITY AGREEMENT Dated as of December 18, 2009 by and among EXAMWORKS, INC. and its...
Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION ADMINISTRATIVE SERVICES AND SUPPORT AGREEMENT
Administrative Services and Support Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New Jersey

THIS AGREEMENT is entered into as of the 14th day of July, 2008 (the “Effective Date”) between CFO Medical Services, Inc. (“CFO”), of 1500 Pleasant Valley Way, Suite 301, West Orange, NJ 07052 and Edward M. Decter, M.D. (“Physician”) of 46 Sullivan Drive, West Orange, NJ 07052.

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CONSULTING AGREEMENT
Consulting Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New Jersey

THIS AGREEMENT is entered into as of the 14th day of July, 2008 (the “Effective Date”) between CFO Medical Services, Inc. (“CFO”), of 1500 Pleasant Valley Way, Suite 301, West Orange, NJ 07052 and Edward M. Decter, M.D. (“Consultant”) of 46 Sullivan Drive, West Orange, NJ 07052.

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CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois

THIS TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Twelfth Amendment”) dated as of September 7, 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, EXAMWORKS REVIEW SERVICES, 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 ME

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FIFTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Fifth Consent Agreement to Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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FOURTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Consent Agreement to Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services

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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LETTER AGREEMENT
Monitoring Fee Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services

The purpose of this letter is to correct a recently discovered mutual mistake in the definition of EBITDA in the Monitoring Agreement. Effective July 14, 2008, as originally intended, the Monitoring Fee shall be equal to five percent (5%) of the Company’s “Adjusted EBITDA” as that term is defined from time to time in that certain Credit Agreement dated as of July 14, 2008 between the Company and Bank of America, N.A., as amended from time to time.

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CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT
Consent Agreement to Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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MONITORING FEE AGREEMENT
Monitoring Fee Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New York

THIS MONITORING FEE AGREEMENT is dated as of July 14, 2008 (this “Agreement”) and is between ExamWorks, Inc., a Delaware corporation (the “Company”), and Compass Partners, L.L.C., a New York limited liability company (“Compass”).

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CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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RedRidge Lender Services LLC
Quality of Earnings Review Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois

This will confirm the understanding and agreement (the “Agreement”) between Exam Works Inc. (“Exam” or the “Company”) and Red Ridge Lender Services, LLC (“RLS”) in connection with RLS’s collateral review services to EXAM and with the objectives and tasks set forth below.

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ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois

THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Eleventh Amendment”) dated as of September 1, 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 MEDICA

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June 11, 2009 Miguel Fernandez de Castro Chief Financial Officer ExamWorks, Inc 3280 Peachtree Road Suite 2625 Atlanta, GA 30305 Re: Consulting Services Dear Mr. Fernandez de Castro:
Consulting Services Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois

This will confirm the understanding and agreement (the “Agreement”) between ExamWorks, Inc. (“ExamWorks”) and RedRidge Finance Group, LLC (“RRFG”) in connection with RRFG’s financial advisory services to ExamWorks and with the objectives and tasks set forth below.

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AMENDMENT TO MONITORING FEE AGREEMENT
Monitoring Fee Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New York

This Amendment to Monitoring Fee Agreement (this “Amendment”) is dated as of January 7, 2010 (the “Amendment Date”), by and between ExamWorks, Inc., a Delaware corporation (the “Company”), and Compass Partners, L.L.C., a New York limited liability company (“Compass”).

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CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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CONSENT AND SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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CONSENT AND FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • 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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