Exhibit 10.1.19 

 


SIXTH
CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT


          THIS
SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this
“Consent”) dated as of October 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, 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 MEDICAL MANAGEMENT COMPANY, LTD., an Illinois
corporation, INSURANCE APPEALS, LTD., an Illinois corporation, ELITE
PHYSICIANS, LTD., an Illinois corporation, WORKERSFIRST, INC., an Illinois
corporation, EXIGERE CORPORATION, a Washington corporation, EXAMWORKS EUROPE,
INC., a Delaware corporation and the subsidiaries of Parent that may from time
to time hereafter become parties to the Loan Agreement identified below (all of
the foregoing, together with Parent, individually, “Borrower” and
collectively, “Borrowers”), FIFTH THIRD BANK, an Ohio banking
corporation in its capacity as administrative agent for Lenders identified
below (together with its successors and assigns, “Administrative Agent”),
and FIFTH THIRD BANK, an Ohio banking corporation in its individual capacity (“Fifth
Third”), BANK OF AMERICA, N.A., a national banking association (“Bank of
America”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(“GE Capital” and, together with Fifth Third and Bank of America, “Lenders”).


RECITALS:


          WHEREAS,
certain Borrowers, Administrative Agent, Fifth Third and the other Lenders are
parties to that certain Loan and Security Agreement dated as of December 18,
2009, as amended pursuant to certain consents and amendments among the parties
hereto (as the same may be further amended, supplemented or modified from time
to time, collectively with all such consents and amendments, the “Loan
Agreement”); all capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Loan Agreement; and


          WHEREAS,
Borrowers request Administrative Agent and Lenders to consent to certain
matters as provided herein, and Borrowers, Administrative Agent and Lenders
desire to amend certain provisions of the Loan Agreement, in each case in
accordance with, and subject to, the terms and conditions set forth herein.





          NOW,
THEREFORE, for and in consideration of the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto (intending to be legally bound) hereby agree as follows:


          1.          Consent.
Subject to the terms and conditions set forth in this Consent, and
notwithstanding anything in the Loan Agreement and the other Financing
Agreements to the contrary, Administrative Agent and Lenders hereby consent to
the acquisition by Parent of substantially all of the assets (the “BME
Acquisition”) of Boston Medical Evaluation/Examination, Inc., a
Massachusetts corporation (“BME”), Gateway Medical Services, Inc., a
Massachusetts corporation (“Gateway”) and BME Gateway of New York, Inc.,
a New York corporation (“BME NY,” and together with BME and Gateway, the
“BME Sellers”), as more fully described in that certain Asset Purchase
Agreement (the “BME Purchase Agreement”), dated as of October 1, 2010,
by and among Parent, the BME Sellers, Smerk Holding Company, Inc., a
Massachusetts corporation and the sole shareholder of the Sellers (the
“Shareholder”), Smerk Holding Company Business Trust, a Massachusetts business
trust and the sole shareholder of the Shareholder (the “Trust”), and John C.
Addonizio, the trustee of the Trust (“Addonizio”).


          2.          Amendments
to Loan Agreement. Subject to the terms and conditions
contained herein, the parties hereto hereby amend the Loan Agreement as
follows:


	
  

 	
  

 
	
  

 	
              a.          Section
 1.1 of the Loan Agreement is hereby amended as follows:

 






	
  

 	
  

 
	
  

 	
                           i.          the
 definition of “Acquisitions” therein shall also include the BME
 Acquisition;

 
	
  

 	
  

 
	
  

 	
                           ii.         the
 definition of “Acquisition Agreement” therein shall also include the
 BME Purchase Agreement;

 
	
  

 	
  

 
	
  

 	
                           iii.        the
 definition of “Acquisition Documents” therein shall also include the
 BME Purchase Agreement and any applicable bill of sale, assignment and
 assumption agreement, escrow agreement, real estate contract, special
 warranty deed, assignment of intellectual property, consulting agreement,
 management agreement, employment agreement, noncompete agreement, and any and
 all of the other documents, instruments and agreements executed or delivered
 in connection therewith or otherwise in connection with the BME Acquisition,
 in each case as the same may be amended or modified in conformity with Section
 9.15 of the Loan Agreement;

 
	
  

 	
  

 
	
  

 	
                           iv.        the
 definition of “Subordination Agreement” therein shall include that
 certain subordination agreement dated as of the Sixth Consent Effective Date
 made in connection with this Consent pursuant to which the Indebtedness owing
 by Holding Company to Addonizio under and pursuant to the BME Note is
 subordinated to the Liabilities; and

 
	
  

 	
  

 
	
  

 	
                           v.          the
 definition of “Subordinated Debt” therein shall include the
 Indebtedness owing by Holding Company to Addonizio pursuant to the terms of
 the unsecured, non-negotiable, subordinated convertible promissory note dated
 as of the Sixth Consent Effective Date made by Holding Company to Addonizio
 in the aggregate original principal amount of $1,500,000 (the “BME Note”).

 


-2-









	
  

 	
  

 	
  

 
	
  

 	
              b.          Section
 1.1 of the Loan Agreement is hereby further amended by adding the following
 new defined term in alphabetical order:

 
	
  

 	
  

 
	
  

 	
                          “Sixth
 Consent Effective Date” means October 1, 2010.

 
	
  

 	
  

 	
  

 
	
  

 	
              c.          Schedule
 4.7 (Borrower Locations) of the Loan Agreement is hereby supplemented by
 including the additional locations identified on Schedule 2(c)
 attached hereto. 

 
	
  

 	
  

 	
  

 
	
  

 	
              d.          Schedule
 7.8 (Other Names) of the Loan Agreement is hereby supplemented by
 including the additional names identified on Schedule 2(d) attached
 hereto.

 
	
  

 	
  

 	
  

 
	
  

 	
              e.          Section
 7.8 of the Loan Agreement shall hereafter also reflect that Borrower has
 used the following names: “Boston Medical Evaluations/Examinations,” “Gateway
 Medical Services,” “BME Gateway of New York,” “BME,” “Gateway,” “BME Gateway”
 and “BMEGateway.”

 


          3.          No Other
Amendments. Notwithstanding the amendments set forth in Section
2 hereof, Holding Company, Parent and the other Borrowers acknowledge and
expressly agree that this Consent is limited to the extent expressly set forth
herein and shall not constitute a modification or further amendment of the Loan
Agreement or any other Financing Agreements or a course of dealing at variance
with the terms or conditions of the Loan Agreement or any other Financing
Agreements (other than as expressly set forth in this Consent).


          4.          Representations
and Warranties. Each of Holding Company, Parent and the other
Borrowers hereby represent and warrant to and in favor of the Administrative
Agent and Lenders, which representations and warranties shall survive the
execution and delivery hereof, as follows:


                       a.          Each
representation and warranty set forth in Section 7 of the Loan Agreement
is hereby restated and affirmed as true and correct in all material respects as
of the date hereof, except to the extent previously fulfilled in accordance
with the terms of the Loan Agreement, as amended hereby;


                       b.          Each
of Holding Company, Parent and each of the other Borrowers has the corporate,
limited liability company or partnership, as applicable, power and authority
(i) to enter into this Consent and (ii) to do all acts and things as are
required or contemplated hereunder to be done, observed and performed by it;


-3-





                       c.          This
Consent has been duly authorized, validly executed and delivered by one or more
Duly Authorized Officers of each of Parent, the other Borrowers and Holding
Company, and each of this Consent and the Loan Agreement constitutes the legal,
valid and binding obligations of Parent and the other Borrowers (and each of
this Consent and the Financing Agreements to which Holding Company is a party
constitutes the legal, valid and binding obligations of Holding Company),
enforceable against Parent, the other Borrowers, and Holding Company,
respectively, in accordance with their respective terms, subject, as to
enforcement of remedies, to the following qualifications: (i) an order of
specific performance and an injunction are discretionary remedies and, in
particular, may not be available where damages are considered an adequate
remedy at law and (ii) enforcement may be limited by bankruptcy,
insolvency, liquidation, reorganization, reconstruction and other similar laws
affecting enforcement of creditors’ rights generally (insofar as any such law
relates to the bankruptcy, insolvency or similar event of Holding Company,
Parent or such Borrower);


                       d.          The
execution and delivery of this Consent and performance by Parent and each other
Borrower and, as applicable, Holding Company, under this Consent, the Loan
Agreement and each of the other Financing Agreements to which each is a party
do not and will not require the consent or approval of any regulatory authority
or governmental authority or agency having jurisdiction over Parent, such other
Borrower, or Holding Company which has not already been obtained, nor be in
contravention of or in conflict with the organizational documents of Parent,
each other Borrower, or Holding Company, or any provision of any statute,
judgment, order, indenture, instrument, agreement, or undertaking, to which
Parent, any other Borrower, or Holding Company is party or by which Parent’s,
any other Borrower’s, or Holding Company’s respective assets or properties are
bound;


                       e.          No
Default or Event of Default exists before or will result after giving effect to
this Consent, and no event has occurred that has had or could reasonably be
expected to have a Material Adverse Effect;


                       f.          With
respect to the BME Acquisition, each of the conditions precedent identified on Exhibit
C attached to the Loan Agreement have previously been satisfied or will be
satisfied concurrently with the execution and delivery of this Consent or as
provided in Section 14 hereof as post closing matters; and


                       g.          The
“Collateral” (as defined in the Loan Agreement) shall hereafter also include,
without limitation, each of the assets purchased by Parent pursuant to the BME
Purchase Agreement, and the Administrative Agent (for the ratable benefit of
the Lenders and the Administrative Agent) has a first priority perfected
security interest in all such Collateral (subject only to Permitted Liens).


          5.          Conditions
Precedent to Effectiveness of this Consent. The consent and
amendments contained in Section 1 and Section 2 of this Consent
shall become effective on the date hereof subject to satisfaction of each of
the following:


                       a.          all
of the representations and warranties of Parent, each of the other Borrowers
and Holding Company under Section 4 hereof, which are made as of the
date hereof, being true and correct;


-4-





                       b.          receipt
by Administrative Agent of duly executed signature pages to this Consent from
each of Parent, each of the other Borrowers, Holding Company and Lenders;


                       c.          receipt
by Administrative Agent of such duly executed and delivered resolutions (including
with respect to authorizing or ratifying the execution, delivery and
performance by Parent, each of the other Borrowers and Holding Company of this
Consent and any other Financing Agreement to which Parent, any of the other
Borrowers or Holding Company is a party) certified by a Duly Authorized Officer
of Parent, each of the other Borrowers and Holding Company, certified
Organization Documents, good standing certificates, secretary’s certificates,
closing condition certificates and such other related certificates and
documents (if any), with respect to Parent and the other Borrowers reasonably
required by Administrative Agent in connection with this Consent (each of which
must be in form and substance reasonably satisfactory to the Administrative Agent);


                       d.          receipt
of UCC tax, lien, pending suit and judgment searches for each BME Seller (and,
in each case, under each respective trade name used during the prior five
years), each dated a date reasonably near to the Sixth Consent Effective Date
in all jurisdictions as reasonably required by Administrative Agent, the
results of which shall be satisfactory to Administrative Agent in its sole and
absolute determination;


                       e.          receipt
by Administrative Agent of reasonably satisfactory evidence that any necessary
authorizations, including all necessary consents and regulatory approvals
necessary, or in the reasonable discretion of, the Administrative Agent,
advisable for the closing of the BME Acquisition have been obtained or made,
are in full force and effect and are not subject to any pending or, to the
knowledge of Parent or any of the other Borrowers, threatened reversal or
cancellation, and Administrative Agent shall have received a certificate of a
Duly Authorized Officer so stating;


                       f.          receipt
by Administrative Agent of true, correct and complete duly executed copies of
(i) the BME Purchase Agreement and the other material Acquisition Documents
relating to the BME Acquisition, including, without limitation, any disclosure
schedules, bill of sale, assignment and assumption agreement, intellectual
property assignment agreement, escrow agreement and Landlord Waiver executed or
delivered in connection therewith and (ii) a subordination agreement by and
among Addonizio, Holding Company, Parent and Administrative Agent;


                       g.          receipt
by Administrative Agent of evidence, in form and substance reasonably
satisfactory to it, of the simultaneous consummation of the BME Acquisition on
terms and conditions set forth in the BME Purchase Agreement, which shall be in
form and substance reasonably satisfactory to the Administrative Agent;


                       h.          receipt
by Administrative Agent of a duly completed Compliance Certificate as of the
fiscal quarter of Borrower ending June 30, 2010, after giving pro forma effect
to all Loans to be made on the date hereof and the consummation of the BME
Acquisition, signed by a Duly Authorized Officer of Parent;


-5-





                       i.          Administrative
Agent’s completion of due diligence relating to the BME Acquisition, the
results of which shall be reasonably satisfactory to Administrative Agent;


                       j.          Administrative
Agent shall have received a payoff letter from any secured lender to BME
(including, without limitation, Bank of America, N.A.), each in form and
substance reasonably satisfactory to Administrative Agent (together with
applicable UCC termination statements, trademark releases and copyright
releases necessary to release all Liens (other than Permitted Liens) and other
rights in favor of any Person (other than Administrative Agent (for the ratable
benefit of Lenders and Administrative Agent), if any, in any of the Collateral
(which shall include the assets purchased by Parent pursuant to the BME
Purchase Agreement), and other documents as Administrative Agent reasonably
deems necessary or appropriate, which shall have been filed in all
jurisdictions that Administrative Agent deems necessary or advisable;


                       k.          receipt
by Administrative Agent of evidence that the Liens in favor of Administrative
Agent are valid, enforceable and properly perfected in a manner reasonably
acceptable to Administrative Agent;


                       l.          receipt
by Administrative Agent of all financial information, studies, materials, due
diligence results, management reports and related documentation as required
pursuant to Exhibit C to the Loan Agreement;


                       m.         receipt
by Administrative Agent of a fully-completed and duly executed Notice of
Borrowing (together with a flow of funds) with respect to the BME Acquisition
and this Consent;


                       n.          receipt
by Administrative Agent of a fully-completed and duly executed Borrowing Base
Certificate as of August 31, 2010;


                       o.          receipt
by Administrative Agent from Borrowers of payment of the Term Draw Fee for the
Lenders;


                       p.          receipt
by Administrative Agent of the invoiced amount of the reasonable fees and
out-of-pocket costs and expenses of counsel to Administrative Agent in
connection with this Consent pursuant to Section 8 hereof and otherwise
due and owing pursuant to the Loan Agreement;


                       q.          receipt
by Administrative Agent of certified copies of all documents evidencing
Borrowers’ receipt of or satisfaction with any necessary consents, regulatory
approvals and any other governmental approvals, if any, with respect to this
Consent and any other documents provided for herein or to be executed by any
Borrower or Holding Company; and


                       r.          receipt
by Administrative Agent of such other assurances, certificates, schedules, exhibits,
documents, landlord waivers, insurance certificates, subordination agreements,
consents or opinions as Administrative Agent or the Required Lenders reasonably
may require, if any.


-6-





                       6.          Reaffirmation;
References to Loan Agreement. 


                       a.          Parent,
each other Borrower and Holding Company acknowledges and agrees that all of
their respective obligations and Liabilities under the Loan Agreement and the
Financing Agreements, as amended hereby, are and shall be valid and enforceable
and shall not be impaired or limited by the execution or effectiveness of this
Consent.


                       b.          Upon
the effectiveness of this Consent, each reference in the Loan Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall
mean and be a reference to the Loan Agreement, as amended by this Consent.


                       c.          The
failure by Administrative Agent, at any time or times hereafter, to require
strict performance by Parent, any other Borrower or Holding Company of any
provision or term of the Loan Agreement, this Consent or any of the Financing
Agreements shall not waive, affect or diminish any right of Administrative
Agent hereafter to demand strict compliance and performance herewith or
therewith. Any suspension or waiver by Administrative Agent of a breach of this
Consent or any Event of Default under the Loan Agreement shall not, except as
expressly set forth in a writing signed by Administrative Agent (and, if
applicable, Required Lenders), suspend, waive or affect any other breach of
this Consent or any Event of Default under the Loan Agreement, whether the same
is prior or subsequent thereto and whether of the same or of a different kind
or character. None of the undertakings, agreements, warranties, covenants and
representations of Parent, any other Borrower or Holding Company contained in
this Consent, shall be deemed to have been suspended or waived by
Administrative Agent unless such suspension or waiver is (i) in writing and
signed by Administrative Agent and (ii) delivered to Parent. In no event shall
Administrative Agent’s execution and delivery of this Consent establish a
course of dealing among Administrative Agent, Holding Company, Parent or any
other Borrower or any other obligor, or in any other way obligate
Administrative Agent to hereafter provide any consents or amendments or, if at
any time applicable, waivers with respect to the Loan Agreement or any other
Financing Agreement. The terms and provisions of this Consent shall be limited
precisely as written and shall not be deemed (x) to be a consent to any
amendment or modification of any other term or condition of the Loan Agreement
or of any of the Financing Agreements (except as expressly provided herein); or
(y) to prejudice any right or remedy which Administrative Agent may now have
under or in connection with the Loan Agreement or any of the Financing
Agreements.


                       d.          Except
as expressly provided herein, the Loan Agreement and all Financing Agreements
shall remain unaltered and in full force and effect and are hereby ratified and
confirmed in all respects.


-7-





                       7.          Release. 


                       a.          In
consideration of, among other things, the consent and amendments provided for
herein, and for other good and valuable consideration, as of the date hereof,
Holding Company, Parent and each other Borrower (on behalf of themselves and
their respective Subsidiaries and Affiliates), their successors-in-title, legal
representatives and assignees and, to the extent the same is claimed by right
of, through or under the above, for their past, present and future employees,
members, managers, partners, agents, representatives, officers, directors,
shareholders, and trustees (all collectively, with Holding Company, Parent and
each other Borrower, the “Releasing Parties”), do hereby
unconditionally, irrevocably and forever remise, satisfy, acquit, release and
discharge the Administrative Agent and Lenders and each of their respective
successors-in-title, legal representatives and assignees, past, present and
future officers, directors, shareholders, trustees, agents, employees,
consultants, experts, advisors, attorneys and other professionals and all other
persons and entities to whom any of the Administrative Agent and Lenders would
be liable if such persons or entities were found in any way to be liable to any
of the Releasing Parties (collectively, the “Lender Parties”), from any
and all manner of action and actions, cause and causes of action, claims,
cross-claims, charges, demands, counterclaims, suits, proceedings, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, damages, judgments, liabilities, damages, costs,
expenses, executions, liens, claims of liens, claims of costs, penalties,
attorneys’ fees, or any other compensation, recovery or relief on account of
any liability, obligation, demand, proceedings or cause of action of whatever
nature, whether in law, equity or otherwise (including, without limitation,
those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs,
penalties, legal, accounting and other professional fees and expenses, and
incidental, consequential and punitive damages payable to third parties),
whether known or unknown, fixed or contingent, joint and/or several, secured or
unsecured, due or not due, primary or secondary, liquidated or unliquidated,
contractual or tortious, direct, indirect, or derivative, asserted or
unasserted, foreseen or unforeseen, suspected or unsuspected, now existing,
heretofore existing or which may have heretofore accrued against any or all of
the Lender Parties, whether held in a personal or representative capacity, and
which are based on any act, fact, event, action or omission or any other
matter, cause or thing occurring at or from any time prior to and including the
date hereof in any way, directly or indirectly arising out of, connected with
or relating to this Consent, the Loan Agreement or any other Financing
Agreement and the transactions contemplated hereby and thereby, the Collateral
or the Liabilities, and all other agreements, certificates, instruments and
other documents and statements (whether written or oral) related to any of the
foregoing. Each Borrower, Parent and Holding Company acknowledges that
Administrative Agent is specifically relying upon the representations,
warranties and agreements contained herein and that such representations,
warranties and agreements constitute a material inducement to Administrative
Agent in entering into this Consent.


                       b.          Each
of Holding Company, Parent and each other Borrower hereby knowingly,
voluntarily, intentionally and expressly waives and relinquishes any and all
rights and benefits that it respectively may have as against the Lender Parties
under any law, rule or regulation of any jurisdiction that would or could have
the effect of limiting the extent to which a general release extends to claims
which a Lender Party or Releasing Party does not know or suspect to exist as of
the date hereof. Each of Holding Company, Parent and each other Borrower hereby
acknowledges that the waiver set forth in the prior sentence was separately
bargained for and that such waiver is an essential term and condition of this
Consent (and without which the consents and amendments in Section 1 and Section
2 hereof would not have been agreed to by Administrative Agent and Lenders).  


-8-





                       8.          Costs,
Expenses and Taxes. Without limiting the obligation of Borrowers
to reimburse Administrative Agent for all costs, fees, disbursements and
expenses incurred by Administrative Agent as specified in the Loan Agreement,
as amended by this Consent, Borrowers agree to pay on demand all reasonable
costs, fees, disbursements and expenses of Administrative Agent in connection
with the preparation, negotiation, revision, execution and delivery of this
Consent and the other agreements, instruments and documents contemplated
hereby, including, without limitation, reasonable attorneys’ fees and
out-of-pocket expenses.


                       9.          Counterparts.
This Consent may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which when taken together shall constitute
one and the same agreement.


                       10.         Governing
Law. This Consent shall be governed by and construed and
enforced in accordance with the internal laws of the State of Illinois, without
regard to conflict of law principles.


                       11.         Financing
Agreement. This Consent shall constitute a Financing Agreement.


                       12.         Severability;
Faxes. Any provision of this Consent which is prohibited or
unenforceable for any reason shall be ineffective solely to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction. A signature hereto sent or delivered by
facsimile or other electronic transmission shall be as legally binding and
enforceable as a signed original for all purposes.


                       13.         Successors
and Assigns. This Consent shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided,
however, neither Holding Company, Parent nor any other Borrower may
assign any of its respective rights or obligations under this Consent without
the prior written consent of Administrative Agent.


                       14.         Additional
Covenants. On or before thirty (30) days after the date hereof,
Parent shall have qualified to do business in each state in which, due to the
BME Acquisition, it is now required to so qualify, and shall provide evidence
thereof to the Administrative Agent in the form of certificates of good
standing or equivalent certificates.


[Remainder
of page intentionally blank; signature pages follow] 


-9-







          IN
WITNESS WHEREOF, the parties hereto have duly executed this
Sixth Consent Agreement to Loan and Security Agreement as of the day and year
first above written.


	
  

 	
  

 	
  

 
	
  

 	
 EXAMWORKS, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ J. Miguel Fernandez de Castro

 
	
  

 	
  

 	 

 
	
  

 	
 Name: J. Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior Vice President and Chief Financial
 Officer

 
	
  

 	
  

 
	
  

 	
 SOUTHWEST MEDICAL EXAMINATION SERVICES, INC.

 
	
  

 	
 THE RICWEL CORPORATION

 
	
  

 	
 DIAGNOSTIC IMAGING INSTITUTE, INC.

 
	
  

 	
 PACIFIC BILLING SERVICES, INC.

 
	
  

 	
 MARQUIS MEDICAL ADMINISTRATORS, INC.

 
	
  

 	
 FLORIDA MEDICAL SPECIALISTS, INC.

 
	
  

 	
 EXAMWORKS CANADA, INC.

 
	
  

 	
 NETWORK MEDICAL REVIEW COMPANY, LTD.

 
	
  

 	
 NETWORK MEDICAL MANAGEMENT COMPANY, LTD.

 
	
  

 	
 INSURANCE APPEALS, LTD.

 
	
  

 	
 ELITE PHYSICIANS, LTD.

 
	
  

 	
 WORKERS FIRST, INC.

 
	
  

 	
 EXIGERE CORPORATION

 
	
  

 	
 EXAMWORKS EUROPE, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ J. Miguel Fernandez de Castro

 
	
  

 	
  

 	 

 
	
  

 	
 Name: J. Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior Vice President and Chief Financial
 Officer

 
	
  

 	
  

 
	
  

 	
 CFO MEDICAL SERVICES, LLC

 
	
  

 	
 RICWEL OF WEST VIRGINIA, LLC

 
	
  

 	
  

 
	
  

 	
 By: ExamWorks, Inc., its sole member and manager

 
	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ J. Miguel Fernandez de Castro

 
	
  

 	
  

 	 

 
	
  

 	
 Name: J. Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior Vice President and Chief Financial
 Officer

 


EXAMWORKS, INC.

SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT









	
  

 	
  

 	
  

 
	
  

 	
 EXAMWORKS REVIEW SERVICES, LLC

 
	
  

 	
 IME SOFTWARE SOLUTIONS, LLC

 
	
  

 	
 EXAMWORKS EVALUATIONS OF NEW YORK, LLC

 
	
  

 	
  

 
	
  

 	
 By: ExamWorks, Inc., its sole member

 
	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ J. Miguel Fernandez de Castro

 
	
  

 	
  

 	 

 
	
  

 	
 Name: J. Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior Vice President and Chief Financial
 Officer

 


EXAMWORKS, INC.

SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT





Acknowledged and Agreed:


EXAMWORKS GROUP, INC.


	
  

 	
  

 
	
 By:

 	
       /s/ J. Miguel Fernandez de Castro

 
	
  

 	 

 
	
 Name: J. Miguel Fernandez de Castro

 
	
 Its: Senior Vice President and Chief Financial
 Officer

 


EXAMWORKS, INC.

SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT









	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD BANK,

 
	
  

 	
 as Administrative Agent and a Lender

 
	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ Philip Renwick

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Philip Renwick

 
	
  

 	
  

 	
 Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A.,

 
	
  

 	
 as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ Shawn Janko

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Shawn Janko

 
	
  

 	
  

 	
 Senior Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 GENERAL ELECTRIC CAPITAL 

 
	
  

 	
 CORPORATION, as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
       /s/ W. Grant Johnston

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Grant Johnston

 
	
  

 	
  

 	
 Duly Authorized Signatory

 


EXAMWORKS, INC.

SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT





Schedule
2(c)


 (Additional
Borrower Locations

as a result of the BME Acquisition)


	
  

 	
  

 
	
 Company Name 

 	
 Address 

 
	 

 	 

 
	
  

 	
  

 
	 

 	 

 
	
 ExamWorks, Inc.

 	
 600 Unicorn Park
Woburn,
 MA 01801



 









Schedule
2(d)


 (Additional
Borrower Names

as a result of the BME Acquisition)


Gateway Medical Services, Inc.


Gateway Medical Services, LLC


Boston Medical Evaluation/Examination, Inc.


BME Gateway of New York, Inc.


BMEGateway


BMEGateway, Inc.


Boston Medical Evaluations


BMEGateway Medical Services