Exhibit
10.1.7



CONSENT AGREEMENT
TO
LOAN AND SECURITY
AGREEMENT

          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 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, in its individual capacity, and BANK OF AMERICA, N.A. (collectively,
“Lenders”).

RECITALS:

          WHEREAS,
Borrowers, Administrative Agent and 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,
Borrower requests Administrative Agent to consent to certain matters as provided
herein, and Borrower, 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 Financing Agreements to the contrary, from and
after the Consent Effective Date, Administrative Agent and Lenders consent to
(a) the issuance by Parent of a minimum of 146,627 and a maximum of 1,054,837
shares) of Series A Convertible Preferred Stock of Parent (the “Preferred
Stock”), on the terms and conditions described in that certain Confidential
Private Placement Memorandum, dated February 22, 2010 and the First Supplement
dated March 10, 2010, each in the form attached hereto as Exhibit A
(collectively, the “PPM”), and (b) notwithstanding Section 9.15 of the
Loan Agreement, (i) the amendment of Parent’s Certificate of Incorporation to
add the Certificate of Designation with respect to the Preferred Stock in the
form attached hereto as Exhibit B (the “Certificate of
Designation”), (ii) the amendment of Parent’s shareholders agreement in the
form attached hereto as Exhibit C (the “Shareholders Agreement
Amendment”) and (iii) the entering into by Parent of an investor rights
agreement with purchasers of the Preferred Stock in the form attached hereto as
Exhibit D (the “Investor Rights Agreement”). 






          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 “Change of Control” therein is hereby amended by
      changing the reference to “thirty-five percent (35%)” in clause (i)
      thereof to “twenty-five percent (25%)”.

	
       
	
       

	
       
	
                                ii.          the
      definition of “Consolidated Net Income” therein is hereby amended
      by adding the following immediately prior to the period at the end of such
      definition: “; provided, however, that for the avoidance of doubt the
      penalty payments described Section 2.1 of the Investor Rights Agreement
      shall be treated as expenses for purposes of calculating net income or net
      loss.”

	
       
	
       

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

	
       
	
       

	
       
	
                                ”Consent
      Effective Date” means March 12, 2010.

	
       
	
       

	
       
	
                                ”Investor
      Rights Agreement” means that certain investor rights agreement in the
      form attached as Exhibit D to the Consent to be entered into by
      Parent with the purchasers of the Preferred Stock.

	
       
	
       

	
       
	
                                ”Preferred
      Stock” means the Series A Convertible Preferred Stock of
      Parent.

	
       
	
       

	
       
	
                  c.           Section
      7.1 of the Loan Agreement is hereby amended by changing the reference
      to “thirty-five percent (35%)” in the fourth sentence thereof to
      “twenty-five percent (25%)”.

	
       
	
       

	
       
	
                  d.           Section
      9.9 of the Loan Agreement is hereby amended by deleting the word “and”
      immediately prior to clause (iii) therein and by adding the following
      immediately prior to the period at the end of such section: “and (iv) so
      long as no Default or Event of Default has occurred and is continuing or
      would result therefrom and Borrower is in compliance with the financial
      covenants set forth in Section 9.12 both immediately before and
      will be in compliance therewith after any such contemplated action,
      Borrower will be permitted to pay the penalty payments described in
      Section 2.1 of the Investor Rights Agreement in
  cash.”



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          3.         No
Other Consents or Amendments. Notwithstanding the consent and amendments
set forth in Sections 1 and 2 hereof, Ultimate Parent and 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 of the Loan Agreement or any other Financing Agreements
(other than as expressly set forth in this Consent).

          4.         Representations
and Warranties. Ultimate Parent and each of 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.           Ultimate
Parent and each of Borrowers has the company 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;

                      c.           This
Consent has been duly authorized, validly executed and delivered by one or more
Duly Authorized Officers of Ultimate Parent and each of Borrowers, and each of
this Consent and the Loan Agreement constitutes the legal, valid and binding
obligations of Borrowers (and each of this Consent and the Financing Agreements
to which Ultimate Parent is a party constitutes the legal, valid and binding
obligations of Ultimate Parent), enforceable against Borrowers and Ultimate
Parent, 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 Ultimate Parent or such
Borrower);

                      d.           The
execution and delivery of this Consent and performance by the Ultimate Parent
and each of Borrowers 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 Ultimate Parent or any Borrower which has not
already been obtained, nor be in contravention of or in conflict with the
organizational documents of Ultimate Parent and each of Borrowers, or any
provision of any statute, judgment, order, indenture, instrument, agreement, or
undertaking, to which Ultimate Parent or any Borrower is party or by which
Ultimate Parent’s or any Borrower’s assets or properties are bound;

-3-







	
       

	
                            e.            No
      Default or Event of Default exists both before and 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; and

	
       

	
                            f.            The
      PPM, the Certificate of Designation, the Shareholders Agreement Amendment
      and the Investor Rights Agreement, in the forms attached hereto as
      exhibits, are true, correct and complete and have not been amended or
      modified in any respect.



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

                      a.            all
of the representations and warranties of the Ultimate Parent and Borrowers under
Section 4 hereof, which are made as of the date hereof, being true and
correct in all material respects;

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

                      c.            receipt
by Administrative Agent of such duly executed and delivered resolutions,
certified Organization Documents, good standing certificates, secretary’s
certificate, and such other related certificates and documents (if any),
reasonably required by Administrative Agent in connection with this
Consent;

                      d.            receipt
by Administrative Agent of true, correct and complete and duly executed copies
of (or, to the extent the same are not executable documents or will not be
executed until the closing of the sale of the Preferred Stock, final forms of)
(i) the PPM, (ii) the Certificate of Designation, (iii) the Shareholders
Agreement Amendment and (iv) the Investor Rights Agreement, and none of such
documents shall be amended or modified in any way without the prior written
consent of Administrative Agent;

                      e.            receipt
by Administrative Agent of the amount of the reasonable fees and out-of-pocket
costs and expenses of counsel to Administrative Agent in connection with this
Consent and the transactions and documents contemplated hereby pursuant to
Section 9 hereof and otherwise due and owing pursuant to the Loan
Agreement; and

                      f.            receipt
by Administrative Agent of such other assurances, certificates, schedules,
exhibits, documents, consents or opinions as Administrative Agent or the
Required Lenders reasonably may require.

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

                      7.            Reaffirmation;
References to Loan Agreement.

                      a.            Each
Borrower and Ultimate Parent acknowledges and agrees that all of their
respective obligations and Liabilities under the Loan Agreement, as amended
hereby, shall be valid and enforceable and shall not be impaired or limited by
the execution or effectiveness of this Consent.

-4-






                      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 any Borrower 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 any Borrower 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, Ultimate Parent, 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. 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.

-5-






                      8.            Release.

                      a.            In
consideration of, among other things, the consents and amendments provided for
herein, and for other good and valuable consideration, as of the date hereof,
the Ultimate Parent, 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 Ultimate Parent, Parent and
each other Borrower, the “Releasing Parties”), do hereby unconditionally
and forever remise, satisfy, acquit, release and discharge the Administrative
Agent and Lenders and any 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 hereinafter the “Lender Parties”), from any and all manner
of action and actions, cause and causes of action, claims, cross-claims,
charges, demands, counterclaims, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
damages, judgments, liabilities, damages, 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 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 or omission or 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, and all other agreements,
certificates, instruments and other documents and statements (whether written or
oral) related to any of the foregoing. Borrower, Parent and Ultimate Parent
acknowledge 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 the Ultimate Parent, Parent and each other Borrower hereby knowingly,
voluntarily, intentionally and expressly waives and relinquishes any and all
rights and benefits that it may have as against the Lender Parties under any
law, rule or regulation of any jurisdiction that would 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 the Ultimate Parent, 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 consent in Section 1 hereof would not have
been given by Administrative Agent and Lenders).

                      9.            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, each Borrower agrees to pay on demand all 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.

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                      10.            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.

                      11.            Governing
Law. This Consent shall be deemed to be made pursuant to the laws of the
State of Illinois and shall be construed, interpreted, governed performed and
enforced in accordance therewith, without regard to conflict of law
principles.

                      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 Ultimate Parent, Parent nor any
Borrower may assign any of its respective rights or obligations under this
Consent without the prior written consent of Administrative Agent.

[Remainder of page intentionally blank;
signature pages follow]

-7-






          IN WITNESS
WHEREOF, the parties hereto have executed this 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.




	
       
	
       
	
       
	
       

	
       
	
      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

	
       
	
       
	
       
	
       

	
       
	
      SET-ASIDE SOLUTIONS, 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.
CONSENT AGREEMENT TO LOAN AND
SECURITY AGREEMENT







	
       
	
       
	
       

	
      Acknowledged and Agreed:
	
       
	
       

	
       
	
       
	
       

	
      EXAMWORKS HOLDINGS, LLLP
	
       
	
       

	
      By: Compass Partners, L.L.C., its General
      Partner
	
       

	
       
	
       
	
       
	
       

	
      By:
	
           /s/ Richard E.
      Perlman
	
       
	
       

	
      Name: Richard E. Perlman
	
       
	
       

	
      Its:
            President
	
       
	
       



EXAMWORKS, INC.
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
	
       



EXAMWORKS, INC.
CONSENT AGREEMENT TO LOAN AND
SECURITY AGREEMENT






EXHIBIT A
to Consent Agreement to Loan and
Security Agreement

Confidential Private Placement Memorandum, dated
February 22, 2010

First Supplement, dated March 10,
2010

(see attached)







	
       
	
       
	
       
	
       
	
       
	
       

	
      Name 
	
       
	
       
	
      No. 
	
       

	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      Confidential Private Placement
      Memorandum
	
       
	
       





EXAMWORKS, INC.

TOTAL OFFERING § UP TO $27,777,758
A MINIMUM
OF 146,627 SHARES AND A MAXIMUM OF 814,597 SHARES 
OF SERIES A CONVERTIBLE
PREFERRED STOCK 
AT A PRICE OF $34.10 PER SHARE

          ExamWorks,
Inc., a Delaware corporation (the “Company”, “us”, “we”, or “ExamWorks”) is
offering for sale (the “Offering”) through Broadband Capital Management LLC, as
exclusive placement agent (the “Placement Agent”), up to 814,597 shares of our
Series A Convertible Preferred Stock (the “Series A Preferred Stock” or
“Shares”). The Series A Preferred Stock are being offered at $34.10 per share of
gross proceeds, on a “best efforts minimum/maximum” basis as to a minimum of
146,627 shares of Series A Preferred Stock (approximately $5.0 million in gross
proceeds) (the “Minimum Offering”) and a maximum of 814,597 shares of Series A
Preferred Stock (approximately $27.8 million in gross proceeds) (the “Maximum
Offering”) to “accredited investors” as defined in Rule 501(a) of Regulation D
in reliance upon certain exemptions from registration under the Securities Act
of 1933, as amended (the “Securities Act”), including Section 4(2) and
Regulation D promulgated thereunder, and as permitted in the jurisdictions in
which the Securities are to be offered.

          This
Offering will terminate on the earlier of the date that all of the Series A
Preferred Stock offered hereby are sold, or on April 23, 2010, or such later
date as may be determined by the Company, provided such termination date may not
be extended past May 24, 2010 (such final termination date, the “Termination
Date”). The minimum investment by a prospective investor is $250,000, subject to
the right of the Company to accept subscriptions for a lesser amount. The
proceeds from this Offering will be placed in a non-interest bearing escrow
account established by the Company at SunTrust Bank who will be the Escrow Agent
for the Offering. Upon receipt of subscriptions for the Minimum Offering prior
to the Termination Date, which may include subscriptions from affiliates of the
Company and from the Placement Agent and its affiliates, the Company intends to
promptly conduct the initial closing and these escrowed funds will be released
to the Company. After receipt of subscriptions for the Minimum Offering and such
initial closing, and until the Termination Date, additional closings will be
held from time to time. If subscriptions for the Minimum Offering are not
received by the Termination Date, the Offering will be terminated and all funds
received from Subscribers will be returned, without interest or deduction. We
reserve the right to accept or reject any subscription in whole or in part.


          Our
securities are not currently publicly traded and there is no current market for
our securities. There are no assurances that a market will ever develop for our
securities. These are speculative securities, involve a high degree of risk and
should be purchased only by persons who can afford to lose their entire
investment. See “Risk Factors” beginning on page 14. 

          The Series
A Preferred Stock has not been approved or disapproved by the Securities and
Exchange Commission (“SEC”) or any state securities commission. Neither the SEC
nor any state securities commission has passed upon the accuracy or adequacy of
this Memorandum. Any representation to the contrary is a criminal offense. These
securities have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) or the securities laws of any state, are “restricted”
securities under federal and state securities laws and cannot be sold except
under certain circumstances. 

BROADBAND CAPITAL MANAGEMENT
LLC
Placement Agent

The date of this Memorandum is February 22,
2010.







	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      Offering Price
	
       
	
      Commission1
	
       
	
      Proceeds
      to
Company2

	
      Offering
      Price Per Share
	
       
	
      $              34.10
	
       
	
      $              3.06
	
       
	
      $              31.04

	
      Minimum
      Offering3
	
       
	
      $       4,999,981
	
       
	
      $   449,998.29
	
       
	
      $  4,549,982.71

	
      Maximum
      Offering4
	
       
	
      $     27,777,758
	
       
	
      $2,499,998.22
	
       
	
      $24,999,982.20




	
       

	
      (1)          
      Includes a cash fee equal to 7% and a non-accountable expense allowance
      equal to 2% of the funds received by the Company in connection with this
      Offering. In lieu of receiving such cash fee and expense allowance in
      cash, the Placement Agent may elect to receive all or a portion of such
      amounts in shares of Series A Preferred Stock. Does not include a warrant
      to purchase that number of shares of Common Stock of the Company equal to
      9% of the total number of shares of Series A Preferred Stock sold in the
      Offering (“Placement Agent Warrant”). The Placement Agent Warrant will be
      issued to the Placement Agent or its designee on the Termination Date
      based on the number of shares of Series A Preferred Stock sold in the
      Offering, be exercisable for a five-year period and have an initial
      exercise price of $34.10 per share. 

	
      (2)          Before
      deducting other expenses of the Company in connection with the Offering in
      an amount of approximately $350,000. 

	
      (3)          Assumes
      the Minimum Amount of 146,627 shares of Series A Preferred Stock is sold.
      

	
      (4)          Assumes
      the Maximum Amount of 814,597 shares of Series A Preferred Stock is sold.
      









IMPORTANT NOTICE

          This
confidential private placement memorandum (this “Memorandum”) has been prepared
solely for the benefit of investors interested in the Offering of Series A
Preferred Stock of the Company and constitutes an offer to an offeree only if
the name of such offeree appears in the appropriate space on the cover hereof.
By accepting this Memorandum, the recipient agrees to maintain in strict
confidence the contents of this Memorandum and to utilize the information
contained herein solely for the purpose of evaluating a potential investment in
the Series A Preferred Stock. Any reproduction, distribution or use of this
Memorandum for any purpose other than evaluating a potential investment in the
Series A Preferred Stock or any disclosure of the contents of this Memorandum,
whether in whole or in part, without the prior written consent of the Company is
prohibited. 

          No
offering literature or advertisement in any form may be relied upon in the
Offering of the Series A Preferred Stock except for this Memorandum and no
person has been authorized to make any representations except those contained
herein. This Memorandum does not constitute an offer or solicitation of an offer
in any jurisdiction in which such offer or solicitation is not authorized. No
representations, warranties or assurances of any kind are made or should be
inferred with respect to the economic return, if any, that may accrue to an
investor or ExamWorks. 

          The terms
of the Series A Preferred Stock will be set forth in a certificate of
designation which will be filed by the Company with the Delaware Secretary of
State (the “Certificate of Designation”) on or before the initial closing of the
Offering. In the event that any of the terms, conditions or other provisions of
the Certificate of Designation are inconsistent with or contrary to the
description or terms in this Memorandum, the Certificate of Designation will
govern. The Series A Preferred Stock offered hereby will be sold subject to the
provisions of a subscription agreement containing certain representations,
warranties, terms and conditions (the “Subscription Agreement”). In addition,
prospective investors are required to become party to the Company’s
Stockholders’ Agreement, as amended (the “Stockholders’ Agreement”) and an
Investor Rights Agreement with respect to the Series A Preferred Stock (the
“Investor Rights Agreement”) effective as of the closing of the Offering. Any
investment in the Shares offered hereby should be made only after a complete and
thorough review of this Memorandum, the Certificate of Designation, the
Subscription Agreement, the Stockholders’ Agreement, the Investor Rights
Agreement and the other documents attached as exhibits here to. 

          A
prospective investor, by accepting delivery of this Memorandum, acknowledges and
agrees (1) that it is subject to the terms and conditions of the Confidentiality
Agreement entered into by it and the Company (2) to keep strictly confidential
the contents of this Memorandum and any other materials received in connection
with this Offering, and not to disclose such contents to any third party or
otherwise use the contents for any purpose other than the potential investor’s
own evaluation of an investment in the Shares; (3) not to copy all or any
portion of this Memorandum or any such other material; and (4) to return this
Memorandum and all such other material to the Company at the address provided
herein if (a) the prospective investor does not purchase any Shares, (b) the
prospective investor’s subscription is not accepted or (c) this Offering is
terminated or withdrawn. 

          Prospective
investors are not to construe the contents of this Memorandum as legal, tax or
business advice. In addition, because of the sophistication of the recipients of
this Memorandum, no tax disclosure is included herein. Each investor must rely
on the investor’s own examination of the Company and the terms of this Offering,
including the merits and risks involved in making an investment in the Shares.
Prior to making an investment decision regarding the Series A Preferred Stock, a
prospective investor should consult the investor’s own counsel, tax advisor,
accountant and other advisers and carefully review and consider this entire
Memorandum and the exhibits hereto. See “Risk Factors” for a discussion of
certain factors that should be considered in connection with the purchase of the
Series A Preferred Stock.

- i -






          An
investment in the Series A Preferred Stock is speculative, involves a high
degree of risk and significant restrictions on transfer, and should be
considered only by sophisticated, accredited investors who are able to bear the
economic risks of their investment for an indefinite period of time and who can
afford to sustain a total loss of their investment in the Series A Preferred
Stock. 

          Except as
otherwise indicated, this Memorandum speaks as of the date hereof. Neither the
delivery of this Memorandum nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company after such date. The Company undertakes to make available
to every investor during the course of this Offering and prior to sale, the
opportunity to ask questions of, and receive answers from, the Company
concerning the Company and the terms and conditions of this Offering and to
obtain any appropriate additional information necessary to verify the accuracy
of the information contained in this Memorandum. By specifically furnishing you
with the information included in and accompanying this Memorandum, we do not
seek to imply that such information is the only information relevant to you in
determining whether to invest in the Company. Recognizing your knowledge and
experience in financial and business matters, it is our understanding that you
are fully capable of evaluating the merits and risks of an investment in the
Company and determining whether to request any additional information.


          The
Company has derived market data and industry information referred to in this
Memorandum from various trade publications and industry sources and has not
independently verified such data and information. This Memorandum contains
summaries, believed by the Company to be accurate, of the Series A Preferred
Stock and of certain documents relating to this Offering. Reference is hereby
made to the actual documents for complete information concerning the rights and
obligations of the parties thereto. All such summaries are qualified in their
entirety by this reference. Copies of the documents referred to in this
Memorandum that are not attached hereto are available upon request of the
Company at the address appearing herein.


          The Company
reserves the right, in its sole discretion and for any or no reason whatsoever,
to modify, amend and/or withdraw all or a portion of the Offering and/or to
accept or reject in whole or in part any prospective investment in the Shares or
to allot to any prospective investor less than the amount of the Shares such
investor desires to purchase. The Company shall have no liability whatsoever to
any offeree and/or investor in the event that either of the foregoing shall
occur. 

          The
Company has retained Broadband Capital Management LLC as the exclusive placement
agent (the “Placement Agent”) in connection with this Offering. The Placement
Agent has not independently verified any of the information contained herein and
makes no representation or warranty as to the accuracy or completeness of this
Memorandum and shall have no liability for any representations (expressed or
implied) contained in, or for any omissions from, this Memorandum or any other
written or oral communications transmitted to the recipient in the course of its
evaluation. No person has been authorized, in connection with this Offering, to
provide any information or to make any representation other than such as may be
contained in this Memorandum, and, if provided or made, such other information
or representation must not be relied upon as having been given, made or
authorized by the Company. 

          All the
Shares are offered subject to prior sale, when, as and if issued, subject to the
right of the Company to reject any subscription for the Shares, in whole or in
part, for any or no reason and subject to any other conditions set forth herein.


- ii -






NASAA UNIFORM LEGEND:

          IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 

For residents of all states: 

          The Shares
offered hereby have not been registered under the Securities Act or the
securities laws of certain states and are being offered and sold in reliance on
exemptions from the registration requirements of said acts and laws. The Shares
are subject to registration on transferability and resale and may not be
transferred or resold except as permitted under said acts and laws pursuant to
registration or exemption therefrom. The Shares have not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission or other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of this Offering or the accuracy
or adequacy of this Memorandum. Any representation to the contrary is unlawful.


For residents of the state of Florida: 

          Each
Florida resident who subscribed for the purchase herein has the right, pursuant
to Section 517.061(12)(a)(5) of the Florida Securities Act, to withdraw his
subscription and receive a full refund of all monies paid, within three (3)
business days after the execution of the Subscription Agreement or payment for
his investment has been made, whichever is later. Withdrawal will be without any
further liability to any person. To accomplish this withdrawal, an investor need
only send a letter or telegram to us at our address set forth in this Memorandum
indicating his intention to withdraw. Such letter or telegram shall be sent and
postmarked prior to the end of the aforementioned third business day. It is
prudent to send such letter by certified mail, return receipt requested, to
insure that it is received and also to evidence the time when it was mailed.


For residents of the state of New York: 

          This
Memorandum has not been reviewed by the attorney general prior to its issuance
and use. The attorney general of the state of New York has not passed on or
endorsed the merits of this Offering. Any representation to the contrary is
unlawful. This Memorandum does not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements made in
light of the circumstances under which they were made, not misleading. It
contains a fair summary of the material terms and documents purported to be
summarized herein. 

- iii -






NOTICE TO RESIDENTS OF UNITED KINGDOM: 

          THIS
MEMORANDUM IS DIRECTED ONLY AT PERSONS WHO: (I) ARE OUTSIDE THE UNITED KINGDOM;
OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS; OR
(III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.”) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTIONS) ORDER 2005 (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS “RELEVANT PERSONS”). THIS MEMORANDUM MUST NOT BE ACTED UPON
OR RELIED UPON BY A PERSON WHO IS NOT A RELEVANT PERSON. AN INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS MEMORANDUM RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PROSPECTIVE
INVESTORS SHOULD BE AWARE, AND BY READING THIS COMMUNICATION, PROSPECTIVE
INVESTORS ACKNOWLEDGE THAT THEY ACCEPT, THAT: (A) THE PROTECTIONS CONFERRED BY
OR UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “ACT”) WILL NOT APPLY
TO ANY UNSOLICITED REAL TIME COMMUNICATION WHICH IS MADE BY OR ON BEHALF OF THE
FUND; (B) THE PROTECTIONS CONFERRED BY OR UNDER THE ACT MAY NOT APPLY TO ANY
INVESTMENT ACTIVITY THAT MAY BE ENGAGED IN AS A RESULT OF THE COMMUNICATION; AND
(C) ANY TRANSACTION RESULTING FROM THE MEMORANDUM WOULD NOT FALL WITHIN THE
JURISDICTION OF ANY DISPUTE RESOLUTION SCHEME OR COMPENSATION SCHEME.


NOTICE TO RESIDENTS OF SWITZERLAND: 

THIS MEMORANDUM DOES NOT CONSTITUTE A PUBLIC OFFERING PROSPECTUS
AS THAT TERM IS UNDERSTOOD PURSUANT TO ARTICLES 652A AND 1156 OF THE SWISS CODE
OF OBLIGATIONS (THE “CO”). THE COMPANY HAS NOT APPLIED FOR A LISTING OF THE
SECURITIES ON THE SIX SWISS EXCHANGE AND CONSEQUENTLY, THE INFORMATION PRESENTED
IN THIS MEMORANDUM DOES NOT NECESSARILY COMPLY WITH THE INFORMATION STANDARD SET
OUT IN THE RELEVANT LISTING RULES. THE SECURITIES BEING OFFERED PURSUANT TO THIS
MEMORANDUM HAVE NOT BEEN REGISTERED WITH THE SWISS FINANCIAL MARKET SUPERVISORY
AUTHORITY FINMA (THE “FINMA”) AS FOREIGN INVESTMENT FUNDS. THE COMPANY IS NOT
SUBJECT TO AUTHORIZATION AND SUPERVISION BY THE FINMA. THE SECURITIES MAY NOT BE
PUBLICLY OFFERED OR SOLD IN SWITZERLAND. THE SECURITIES MAY BE OFFERED OR SOLD
ONLY TO QUALIFIED INVESTORS (AS DEFINED BELOW) IN SWITZERLAND, UNDER
CIRCUMSTANCES WHICH WILL NOT RESULT IN THE SECURITIES BEING A PUBLIC OFFERING.
INVESTOR ELIGIBILITY IS RESTRICTED TO QUALIFIED INVESTORS PURSUANT TO ART. 10
PARA. 3 OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES IN CONNECTION
WITH ART. 6 OF THE SWISS FEDERAL ORDINANCE ON COLLECTIVE INVESTMENT SCHEMES,
I.E.: (A) PRUDENTIALLY REGULATED FINANCIAL INTERMEDIARIES SUCH AS BANKS,
SECURITIES DEALERS AND FUND MANAGEMENT COMPANIES; (B) REGULATED INSURANCE
INSTITUTIONS; (C) PUBLIC ENTITIES AND RETIREMENT BENEFITS INSTITUTIONS WITH A
PROFESSIONAL TREASURY DEPARTMENT; (D) COMPANIES WITH A PROFESSIONAL TREASURY
DEPARTMENT; (E) HIGH NET WORTH INDIVIDUALS WHO CONFIRM IN WRITING AT THE TIME OF
THE INVESTMENT TO OWN A MINIMUM OF CHF 2 MILLION OF FINANCIAL INVESTMENTS,
WHETHER DIRECTLY OR INDIRECTLY; AND (F) INVESTORS WHO HAVE CONCLUDED A WRITTEN
DISCRETIONARY MANAGEMENT AGREEMENT WITH A FINANCIAL INTERMEDIARY AS DEFINED
UNDER LIT. A) OR WITH AN INDEPENDENT ASSET MANAGER THAT COMPLIES WITH THE
REQUIREMENTS BELOW. INVESTORS WITH A WRITTEN ASSET MANAGEMENT AGREEMENT WITH AN
INDEPENDENT ASSET MANAGER ARE DEEMED QUALIFIED INVESTORS IF THE ASSET MANAGER,
AS FINANCIAL INTERMEDIARY, IS SUBJECT TO THE SWISS FEDERAL ACT ON THE COMBATING
OF MONEY LAUNDERING AND TERRORIST FINANCING, THE CODE OF CONDUCT OF AN INDUSTRY
ASSOCIATION THAT IS RECOGNIZED BY THE FINMA AS MINIMAL STANDARD AND IF THE ASSET
MANAGEMENT AGREEMENT COMPLIES WITH THE RECOGNIZED GUIDELINES OF AN INDUSTRY
ASSOCIATION. 

- iv -






For Residents of Other Foreign Jurisdictions: 

          It is the
responsibility of any prospective investor to satisfy himself, herself or itself
as to the full observance of the laws of any relevant territory outside the
United States, in connection with the purchase of any securities from the
Company, including obtaining any required governmental or other consents or
observing any other applicable formalities. 

- v -






FORWARD-LOOKING STATEMENTS

          This
Memorandum contains forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995). All statements, other than
statements of historical facts, included in this Memorandum, including, without
limitation, statements regarding business strategy and plans, expectations for
future performance and objectives for future operations, are forward-looking
statements. In addition, forward-looking statements generally can be identified
by the use of forward-looking terminology such as “may,” “will,” “expect,”
“intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative
thereof, variations thereon or similar terminology. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, the Company can give no assurance that such expectations will prove
to be correct. Actual events are difficult to predict and may depend on factors
that are beyond the Company’s control. Important factors that could cause actual
results to differ materially from expectations (“Cautionary Statements”) are
disclosed under “Risk Factors” and elsewhere in this Memorandum. Additionally,
other events that were not taken into account may occur and may significantly
affect the analysis. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on the Company’s behalf are
expressly qualified in their entirety by the Cautionary Statements. 

ADDITIONAL INFORMATION

          We
will endeavor to provide on request additional information regarding the
Offering and our business to the extent we possess or can acquire such
information without unreasonable effort or expense. You are urged to make such
personal investigations, inspections or inquiries as you deem appropriate.
Additional information may be obtained from us by writing to Miguel Fernandez de
Castro at the Company’s principal executive offices located at 3280 Peachtree
Road NE, Suite 2625, Atlanta, GA 30305, or by telephone at (404) 952-2417. You
may also contact the Placement Agent by writing to Michael Rapp at Broadband
Capital Management, 712 Fifth Avenue, New York, NY 10019 or by telephone at
(212) 277-5301. 

FINANCIAL INFORMATION

          Except as
otherwise specified herein, the pro forma consolidated financial data and
summary financial information of the Company presented in this Memorandum are
unaudited, and no independent auditors have expressed any opinion or any other
form of assurance on such financial information or its accuracy. In addition,
the pro forma financial data has not been prepared in accordance with Article II
of Regulation S-X of the Securities Act. 

          While we
believe that the pro forma consolidated financial data and summary financial
information included in this Memorandum fairly present in all material respects
our financial condition and results of operations for the periods presented, we
can give no assurances that all adjustments are final and that all adjustments
necessary to present our summary financial information in accordance with
generally accepted accounting principles in the United States (“GAAP”) have been
identified. Each recipient acknowledges that additional adjustments,
recapitalizations or restatements may be required, and that any such action may
be material to both our past financial results and our accounting for future
periods. For these reasons, the pro forma and summary financial information
included in this Memorandum may not be indicative of our financial condition or
operating results. 

- vi -






TABLE OF CONTENTS

	
       
	
       
	
       

	
       
	
       
	
      Page

	
       
	
       
	
       

	
      SUMMARY
	
       
	
      1

	
       
	
       
	
       

	
      RISK FACTORS
	
       
	
      14

	
       
	
       
	
       

	
      USE OF PROCEEDS
	
       
	
      23

	
       
	
       
	
       

	
      CAPITALIZATION
	
       
	
      24

	
       
	
       
	
       

	
      BUSINESS
	
       
	
      26

	
       
	
       
	
       

	
      MANAGEMENT
	
       
	
      32

	
       
	
       
	
       

	
      PRINCIPAL SHAREHOLDERS
	
       
	
      37

	
       
	
       
	
       

	
      DESCRIPTION OF CAPITAL STOCK
	
       
	
      39

	
       
	
       
	
       

	
      DESCRIPTION OF THE SERIES A PREFERRED STOCK
	
       
	
      41

	
       
	
       
	
       

	
      CERTAIN RELATIONSHIPS AND RELATED PARTY
      TRANSACTIONS
	
       
	
      45

	
       
	
       
	
       

	
      PLAN OF DISTRIBUTION
	
       
	
      46

	
       
	
       
	
       

	
      SUBSCRIPTION PROCEDURES
	
       
	
      47

	
       
	
       
	
       

	
      RESTRICTIONS ON TRANSFERABILITY OF SECURITIES AND OTHER
      RIGHTS
	
       
	
      48

	
       
	
       
	
       

	
      INVESTOR SUITABILITY STANDARDS
	
       
	
      52



EXHIBIT A – SUBSCRIPTION AGREEMENT 
EXHIBIT B – CONFIDENTIAL
INVESTOR QUESTIONNAIRE 
EXHIBIT C – INVESTOR RIGHTS AGREEMENT 
EXHIBIT D –
STOCKHOLDERS’ AGREEMENT AND JOINDER 
EXHIBIT E – CERTIFICATE OF DESIGNATION

EXHIBIT F – FINANCIAL STATEMENTS 

- vii -







SUMMARY

          The
following summary is qualified in its entirety by the more detailed information
appearing elsewhere in this Memorandum, including the information under “Risk
Factors,” “Business,” the Subscription Agreement attached as Exhibit A
hereto, the Investor Rights Agreement attached as Exhibit C hereto,
the Stockholders’ Agreement attached as Exhibit D hereto, the Certificate
of Designation attached as Exhibit E hereto and the other agreements and
documents referenced herein that are available to prospective investors or their
advisors upon request. You should read the entire Memorandum and the Exhibits
attached hereto carefully. 

THE COMPANY 

Overview 

          We
are a leading nationwide provider of independent medical examination, medical
records review and related services. We provide our services to insurance
carriers, federal and state agencies, law firms, third-party claim
administrators and self-insured parties who need our independent services to
confirm the veracity of claims by sick or injured individuals for medical,
disability, workers’ compensation and personal injury liability coverage. As
such, we are an integral link in our clients’ claims, fraud detection and cost
containment processes. We provide our clients the national presence they
increasingly demand but with the efficient local service and knowledge they
expect. Our size and geographic reach give our clients access to a large and
growing panel of over 12,000 qualified physicians and other healthcare
professionals and our proprietary information technology infrastructure that has
been specifically designed to streamline the complex process of coordinating
physician referrals, scheduling appointments, regulatory compliance and client
reporting. 

          We
provide our clients with access to our experienced and highly qualified panel of
independent healthcare professionals and, using our proprietary information
technology infrastructure, we refer each independent medical examination (“IME”)
or record review to the appropriate healthcare professional and arrange the
necessary logistical and administrative support. Such support includes
scheduling IME appointments, review of medical records, appearances and
testifying as an expert witness in legal proceedings and the provision of the
timely, professional and compliant reports required by our clients. The services
we coordinate for our clients include IMEs, medical records reviews, radiology
reviews, peer reviews, and related or ancillary services. We conduct over
125,000 IMEs and records and radiology reviews annually. 

          We
commenced operations in July 2008 with the acquisition of three IME companies in
New York, New Jersey and Texas. As of January 1, 2010, we have acquired eleven
other IME businesses including the leading provider of software solutions to the
IME industry. Today we provide our services in all 50 states and have pro forma
annual revenues of approximately $100 million. 

Our Strategy 

          Our
objective is to become the largest and most trusted independent medical
examination and records review company in North America and to enhance our
position as our clients’ essential and trusted partner in their claim validation
and fraud detection processes. Our principal strategies to meet our objectives
are: 

Continuing our Acquisition Program. Since July 2008, we
have acquired 14 IME businesses thereby creating a national IME company that
provides services in all 50 states and have approximately $100 million in pro
forma annual revenues. As we continue to gain momentum and validate our business
model through the successful integration and operation of our acquisitions, as
well as our growing reputation and recognition in the industry, we believe that
more potential targets will want to join the ExamWorks’ family. As of the date
hereof, we have four signed non-binding letters of intent, representing $36.7
million and $6.4 million in aggregate revenue and normalized EBITDA,
respectively, which we expect to close on or before March 31, 2010. There can be
no assurance that we will be able to complete these acquisitions on or before
March 31, 2010, or at all. In addition, we are actively engaged in various
stages of discussions with multiple additional acquisition targets representing
in excess of $100 million of aggregate revenue.


- 1 -







Generating Organic Growth and Profitability. We seek to
increase our organic growth and profitability by (i) expanding the types of
services our acquired businesses offer; (ii) securing national account clients;
(iii) setting clear business and financial goals for our employees; and (iv)
implementing management tools to track and measure their attainment and
appropriately incentivizing our employees. 

Creating a Strong Identity for ExamWorks. We have
developed and intend to continue to develop strong local, regional and national
marketing programs designed to create a strong brand identity for ExamWorks. Our
marketing programs emphasize (i) our national footprint; (ii) our ability to
serve clients consistently across the country with the full range of IME
services without the need for clients to deal with a multitude of providers;
(iii) our superior information technology infrastructure; and (iv) our fast and
efficient local service and support. 

Providing Additional Services. We believe the services we
provide are critical to our clients’ claim processing, fraud detection and cost
containment efforts. We intend to expand our service offerings to enter
complementary areas of cost containment and fraud detection. 

Continuing to Develop Best In Class Information Technology
Infrastructure. One of our first priorities was to develop the best software
solutions to manage our growing business and which allows us to provide our
clients with the most efficient and robust management and reporting
functionality possible. Our first step to accomplish that goal was to assemble
an experienced and proven team of professionals to lead our technology effort.
We then acquired IME Software Solutions in July 2009, which developed the
leading software solution for the IME industry and is deployed in nearly 80
companies. We are now using our experienced team and industry knowledge to
create the next generation of industry leading technology that we would deploy
throughout our entire organization. We believe that our technological platform
gives us a significant competitive advantage.

*          *          *

          We
were incorporated under the laws of Delaware on April 27, 2007. Our executive
offices are located at 3280 Peachtree Road NE, Suite 2625, Atlanta, GA 30305.
See “Business” for a more detailed description of the Company’s business,
strategies, performance and recent developments. 

THE OFFERING

          We
are offering to sell up to an aggregate of $27,777,758 in Series A Preferred
Stock at a purchase price of $34.10 per Share (the “Share Purchase Price”). The
Offering of the Shares is being made on a “best efforts minimum/maximum” basis
as to a minimum of 146,627 shares of Series A Preferred Stock (the “Minimum
Offering”) and a maximum of 814,597 shares of Series A Preferred Stock (the
“Maximum Offering”). This means that unless we receive subscriptions that total
the Minimum Offering on or before the Termination Date, no Shares will be sold
to any investor and this Offering will terminate. 

          We
have the right to conduct multiple closings of this Offering once we have
received commitments for the Minimum Offering from time to time up until the
Termination Date. For all Series A Preferred Stock for which proper
documentation and funds are delivered, we will close by issuing to those
investors the appropriate Shares to which they are entitled. We will have
immediate use of those funds at that time. 


- 2 -







Terms of the Offering and Shares 

          The
following table summarizes the terms and conditions of the Series A Preferred
Stock offered hereby. Each prospective investor is encouraged to read the form
of Certificate of Designation, attached hereto as Exhibit E, which
describes the rights, preferences, privileges and limitations of the Series A
Preferred Stock, as well as the Investor Rights Agreement attached hereto as
Exhibit C, the Stockholders’ Agreement attached hereto as Exhibit
D, and the other information contained elsewhere in or included as an
exhibit to this Memorandum. 

	
       
	
       
	
       

	
      Issuer
	
       
	
      ExamWorks, Inc., a Delaware corporation.

	
       
	
       
	
       

	
      Securities Offered
	
       
	
      Series A Convertible Preferred Stock

	
       
	
       
	
       

	
      Share Purchase Price
	
       
	
      $34.10 per Share

	
       
	
       
	
       

	
      Minimum Subscription per
Investor
	
       
	
      
The minimum number of Shares that an investor may
      subscribe for is 7,332. The Company may, in its sole discretion, accept a
      lower subscription amount. Except as required by the securities laws of
      some states, subscribing investors may not withdraw any subscriptions that
      have already been accepted.

	
       
	
       
	
       

	
      Aggregate Offering Amount
	
       
	
      
The Company proposes to offer a maximum of 814,597
      Shares (approximately $27.8 million), the Maximum Offering. The Offering
      will terminate on the earlier of the Termination Date or once we have
      received commitments to purchase the Maximum Offering. Commitments
      received after the receipt of commitments for the Maximum Offering will
      not be accepted (and a single commitment that would cause all commitments
      to exceed the maximum will be automatically decreased to ensure that all
      commitments equal the Maximum Offering).

In addition, the Offering
      is conditioned upon receipt of commitments by prospective investors to
      purchase an aggregate of at least 146,627 Shares (approximately $5.0
      million), the Minimum Offering. Subscriptions from affiliates of the
      Company and from the Placement Agent and its affiliates may be included in
      calculating the Minimum Offering. This means that unless we receive
      commitments that total the Minimum Offering on or before the Termination
      Date, no Shares will be sold to any investor and the Offering will
      terminate, unless the offering period is extended by us.

	
       
	
       
	
       

	
      Escrow Account
	
       
	
      All subscription funds will be held in a non-interest
      bearing escrow account with SunTrust Bank, the Escrow Agent, pending the
      initial closing or, as the case may be, any subsequent closing. No funds
      shall be released from escrow until the Minimum Offering has been
      subscribed for and accepted by the Company. If the Minimum Offering is not
      subscribed for and accepted by the Termination Date, the Offering will be
      terminated and all funds held in escrow will be returned promptly to the
      subscribers, in full and without interest or deduction
      therefrom.




- 3 -








	
       
	
       
	
       

	
      Investor Qualifications
	
       
	
      The Shares to be issued in the Offering are available for
      purchase only by “accredited investors,” as that term is defined in Rule
      501(a) of Regulation D promulgated under the “Securities Act. If a
      prospective investor is a natural person, such investor is an “accredited
      investor” only if (i) such investor’s individual net worth or joint net
      worth with such investor’s spouse at the time of the execution of the
      definitive subscription agreement is in excess of $1,000,000; (ii) such
      investor had an individual income in excess of $200,000 in each of the two
      (2) most recent years, or joint income with such investor’s spouse in
      excess of $300,000 in each of those years, and has a reasonable
      expectation of reaching the same income level in the current year; or
      (iii) such investor is a director or an executive officer of the Company.
      See “Investor Suitability Standards.”

	
       
	
       
	
       

	
      Company Equity Valuation
	
       
	
      
$100 million on a pre-money basis, taking into account
      all of the Company’s outstanding securities, including, without
      limitation, all shares of capital stock and stock options of the
      Company.

	
       
	
       
	
       

	
      Authorized Capital Stock
	
       
	
      The Company is authorized to issue 7,000,000 shares of
      Common Stock, par value $0.0001 per share (“Common Stock”), and 1,000,000
      shares of preferred stock, par value $0.0001 per share (“Preferred
      Stock”). Assuming the Minimum Offering is subscribed for, there will be
      146,627 shares of Series A Preferred Stock issued and outstanding and
      853,373 shares of Preferred Stock authorized and unissued. Assuming the
      Maximum Offering is subscribed for, there will be 814,597 shares of Series
      A Preferred Stock issued and outstanding and 185,403 shares of Preferred
      Stock authorized and unissued. The Placement Agent may elect to receive
      all or a portion of its cash fee and expense allowance in Series A
      Preferred Stock, in which case, assuming the Minimum Offering, there will
      be 159,823 shares of Series A Preferred Stock issued and outstanding and
      840,177 shares of Preferred Stock authorized and unissued and, assuming
      the Maximum Offering, there will be 887,910 shares of Series A Preferred
      Stock issued and outstanding and 112,090 shares of Preferred Stock
      authorized and unissued.

	
       
	
       
	
       

	
       
	
       
	
      As of February 12, 2010, the Company had 2,749,725 shares
      of Common Stock issued and outstanding (excluding stock options to
      purchase 338,915 shares of Common Stock previously issued and not
      exercised or canceled, or which will be issued in connection with certain
      recent acquisitions and other matters) and no shares of Preferred Stock
      issued and outstanding. In addition, stock options to purchase 200,000
      shares of Common Stock have been reserved for possible issuance to our two
      most senior executive officers. If and when granted, such stock options
      will have an exercise price of not less than $34.10 per share and may
      include terms that provide that all or a portion of such stock options
      will vest upon the consummation of the Company’s initial public offering
      of its Common Stock..





- 4 -








	
       
	
       
	
       

	
      Closing Dates; Corporate
Account
	
       
	
      
At any time and from time to time after the Company
      has received subscriptions for the Minimum Offering, the Company may
      accept such subscriptions and issue Shares to the applicable prospective
      investors. The Company will notify each prospective investor of the date
      of closing of the purchase by such investor of its Shares under its
      Subscription Agreement.

	
       
	
       
	
       

	
      Use of Proceeds
	
       
	
      The Company intends to use the proceeds from the Offering
      to fund the Company’s acquisition program and for general working capital.
      See “Use of Proceeds.”

	
       
	
       
	
       

	
      Dividends
	
       
	
      Commencing on the Termination Date, holders of the Shares
      will be entitled to receive, out of any assets legally available
      therefore, a 12% cumulative dividend compounded annually, payable only
      upon a Liquidation Event or a Deemed Liquidation Event (each, as defined
      below) of the Company. In addition, if and to the extent a dividend is
      declared and to be paid upon shares of Common Stock or any other
      securities junior to the Series A Preferred Stock with respect to the
      payment of dividends or the distribution of assets on liquidation (“Junior
      Securities”), the holders of the Shares will be entitled to receive such
      dividends or distributions on an as- converted basis.

	
       
	
       
	
       

	
      Liquidation Preference
	
       
	
      Following the occurrence of any voluntary or involuntary
      liquidation, dissolution or winding up of the Company (each, a
      “Liquidation Event”), each holder of the Series A Preferred Stock will be
      entitled to receive, in preference to the holders of shares of Common
      Stock, an amount equal to the greater of (i) the aggregate purchase price
      for its Shares, plus any accrued and unpaid dividends and any other
      dividends declared but unpaid thereon, or (ii) such amount as would have
      been payable had all outstanding Series A Preferred Stock been converted
      to shares of Common Stock immediately prior to such event. Thereafter, any
      remaining assets will be distributed ratably to the holders of Common
      Stock and Junior Securities, in accordance with their respective
      terms.

	
       
	
       
	
       

	
      Deemed Liquidation Events
	
       
	
      
Unless holders of at least 66% of the Series A
      Preferred Stock elect otherwise, the following will be considered a
      “Deemed Liquidation Event”: (i) a merger or consolidation (other than one
      in which stockholders of the Company own a majority by voting power of the
      outstanding shares of the surviving or acquiring corporation) or (ii) the
      sale, lease, transfer or other disposition of all or substantially all of
      the Company’s assets.

	
       
	
       
	
       

	
       
	
       
	
      The Company shall not have the power to effect a Deemed
      Liquidation Event referred to in (i) above unless the agreement or plan of
      merger or consolidation for such transaction provides that holders of the
      Series A Preferred Stock shall receive the amount payable upon the
      occurrence of a Liquidation Event. In the event of a Deemed Liquidation
      Event referred to in (ii) above, if the Company does not dissolve within
      90 days, holders of at least 66% of the Series A Preferred Stock will be
      entitled to cause the Company to redeem all outstanding Series A Preferred
      Stock at a redemption price equal to the amount payable upon the
      occurrence of a Liquidation Event, to the extent funds are legally
      available for the payment thereof.




- 5 -








	
       
	
       
	
       

	
      Voting Rights
	
       
	
      Except (i) as provided under “Protective Provisions” below
      or (ii) as required by law, the holder of a Share will be entitled to that
      number of votes on all matters presented to the Company’s stockholders
      equal to the number of shares of Common Stock then issuable upon
      conversion of such Share. The initial conversion rate will be one to
      one.

	
       
	
       
	
       

	
      Protective Provisions
	
       
	
      At any time when at least 15% of the shares of Series A
      Preferred Stock issued on or prior to the Termination Date are
      outstanding, the Company will not, either directly or indirectly by
      amendment, merger, consolidation or otherwise, do any of the following
      without (in addition to any other vote required by law or the Amended and
      Restated Certificate of Incorporation of the Company, as amended (the
      “Certificate of Incorporation”)) the written consent or affirmative vote
      of the holders of at least 66% of the outstanding shares of Series A
      Preferred Stock: (i) amend, alter, or repeal any provision of the
      Certificate of Incorporation or the Company’s Bylaws, as amended (the
      “Bylaws”) in a manner adverse to rights of the holders of the Series A
      Preferred Stock; (ii) create or authorize the creation of or issue any
      other security convertible into or exercisable for any equity security,
      having rights, preferences or privileges senior to or on parity with the
      Series A Preferred Stock; or (iii) purchase or redeem or pay any dividend
      on any capital stock prior to the Series A Preferred Stock, subject to
      certain exceptions.

	
       
	
       
	
       

	
      Optional Conversion
	
       
	
      Each Share will be initially convertible into one share of
      Common Stock at the option of the holder, subject to
    adjustment.

	
       
	
       
	
       

	
      Mandatory Conversion
	
       
	
      Each Share will be automatically converted into Common
      Stock, at the then applicable conversion rate, in the event of the closing
      of a firm commitment underwritten public offering on a national securities
      exchange of Common Stock with a price of two times the Share Purchase
      Price (subject to adjustments) and aggregate net proceeds to the Company
      of not less than $40 million (a “Qualified Public
  Offering”).

	
       
	
       
	
       

	
      Adjustments to Conversion
Price
	
       
	
      
If, at any time during which the Shares are issued and
      outstanding, the number of outstanding shares of Common Stock is increased
      by a stock split, stock dividend or other similar event, the number of
      shares of Common Stock into which the Shares are then convertible shall be
      proportionately increased, or if the number of outstanding shares of
      Common Stock is decreased by a reverse stock split, combination or
      reclassification of shares or other similar event, the number of shares of
      Common Stock into which the Shares are then convertible shall be
      proportionately decreased. In addition, if the Company issues shares of
      Common Stock without consideration or for a consideration per share that
      is less than the then effective conversion price for the Shares, subject
      to certain exclusions, the conversion price will be adjusted such that a
      holder of Shares may receive, upon conversion of such Shares, on an
      weighted average basis, more shares of Common Stock than that holder would
      have otherwise received.




- 6 -








	
       
	
       
	
       
	
       

	
      Redemption Rights
	
       
	
      The Company shall have the right during the Redemption
      Period (as defined below) to redeem all, and not less than all, of the
      outstanding shares of the Series A Preferred Stock, at a per share price
      in cash equal to then effective conversion price multiplied by 1.75, upon
      at least 30 days but no more than 60 days notice to the holders of the
      Series A Preferred Stock.

	
       
	
       
	
       

	
       
	
       
	
      “Redemption Period” shall mean any time on and
      after the third anniversary of the Termination Date and prior to the
      consummation of a Liquidation Event, Deemed Liquidation Event or Qualified
      Public Offering.

	
       
	
       
	
       

	
      Restrictions on Transfer
	
       
	
      The Shares and the Common Stock into which the Shares are
      convertible have not been registered under the Securities Act or any
      applicable state securities laws and may not be offered or sold except
      pursuant to an effective registration statement or in accordance with an
      exemption from the registration requirements of the Securities Act and
      applicable state securities laws.

	
       
	
       
	
       

	
      Investor Rights Agreement
	
       
	
      Purchasers of the Series A Preferred Stock and the Company
      will enter into an Investor Rights Agreement as of the closing of the
      Offering. Prospective investors should read the information under
      “Restrictions on Transferability of Securities and Other Rights— Investor
      Rights Agreement” for a more detailed description of the terms of the
      Investor Rights Agreement. The Investor Rights Agreement will provide for,
      among other things, the following:

	
       
	
       
	
       

	
       
	
       
	
      (1)
	
      Required IPO. Unless there has been a Liquidation Event or
      a Deemed Liquidation Event, the Company shall be required to file for an
      underwritten initial public offering of its Common Stock (an “IPO”) within
      18 months of the Termination Date and to consummate such IPO within 24
      months of such date, subject to certain limited exceptions. For each month
      (or any pro-rata portion of any month) the Company fails to meet either of
      these targets, the Company shall pay to the holders of the Shares a cash
      penalty of 2% of the purchase price paid by such holder solely for such
      period following the applicable deadline it fails to file for or
      consummate the IPO, as applicable, payable in arrears at the end of such
      month (or the pro rata portion thereof). The payment of this penalty is
      subordinated to the rights of the lenders under our credit facility and
      may only be paid to the extent that we are not in default under such
      facility (including with respect to the financial covenants contained
      therein) and the payment of such penalty would not result in a default
      under such facility (including with respect to such financial covenants).
      If as a result of the foregoing, we are unable to make a penalty payment
      if and when due, such payment will be accrued and we will be required to
      pay all accrued and unpaid penalty payments as soon as we are permitted to
      do so in accordance with the Investor Rights Agreement (including Exhibit
      A thereto).




- 7 -








	
       
	
       
	
       
	
       

	
       
	
       
	
      (2)
	
      Mandatory Registration. In connection with any IPO,
      the Company shall use its best efforts to include in the registration
      statement related to such IPO, if requested by the holders of Shares after
      notice and to the extent other Company stockholders are participating in
      such IPO as selling stockholders, such number of shares of Common Stock
      underlying the Shares (the “Registrable Securities”) as is proportionate
      to shares included on behalf of other selling stockholders, subject to
      certain cutback rights.

	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
      For the avoidance of doubt, “Registrable Securities” shall
      include all shares of Common Stock issuable upon conversion of the
      Shares.

	
       
	
       
	
       
	
       

	
       
	
       
	
      (3)
	
      Lock-up. Investors shall agree in connection with
      any IPO, if requested by the managing underwriter, not to sell or transfer
      any shares of Common Stock of the Company (excluding shares acquired in or
      following the IPO) for a period of up to 180 days following the IPO
      (provided all directors and officers of the Company and 5% stockholders
      agree to the same restrictions). Such lock-up agreement shall provide that
      any discretionary waiver or termination of the restrictions of such
      agreements by the Company or representatives of the underwriters shall
      apply, pro rata, to all holders of Series A Preferred
  Stock.

	
       
	
       
	
       
	
       

	
       
	
       
	
      (4)
	
      Piggyback Registration. Holders of Registrable
      Securities will also have certain customary “piggyback” registration
      rights with respect to future offerings of the Company.

	
       
	
       
	
       
	
       

	
      Joinder to Stockholders’
Agreement
	
       
	
      
Purchasers of the Series A Preferred Stock are
      required to enter into a Joinder to the Company’s Stockholders’ Agreement
      as of the applicable closing of the Offering. Prospective investors should
      read the information under “Restrictions on Transferability of Securities
      and Other Rights – Stockholders’ Agreement” for a more detailed
      description of the terms of the Stockholders’ Agreement. Among other
      things, the Stockholders’ Agreement includes certain transfer restrictions
      and stockholder voting provisions and provides for certain rights of first
      refusal, come- along rights and co-sale rights. The Stockholders’
      Agreement will be amended effective as of the initial closing of the
      Offering to provide that all holders of the Series A Preferred Stock shall
      have the same rights and be subject to the same provisions and
      restrictions as holders of the Common Stock, as set forth in the
      Stockholders’ Agreement.




- 8 -








	
       
	
       
	
       

	
      Expenses
	
       
	
      Each of the Company and the purchasers of the Shares will
      bear its own expenses in connection with the purchase and sale of the
      Shares being offered hereby.

	
       
	
       
	
       

	
      Placement Agent
	
       
	
      We have retained Broadband Capital Management LLC as the
      Placement Agent in connection with this Offering. The Placement Agent
      shall be entitled to: (i) a one-time cash engagement fee of $25,000, which
      will be credited against the Company’s obligations set forth in (iv)
      below; (ii) a cash fee equal to 7% and a non- accountable expense
      allowance equal to 2% of the funds received by the Company in connection
      with this Offering, provided, however, that the Placement Agent may (at
      its sole discretion) be paid in shares of the Series A Preferred Stock;
      (iii) a warrant to purchase shares of Common Stock equal to 9% of the
      total number of Shares sold in the Offering; and (iv) reimbursement and
      payment of reasonable legal fees and expenses related to the Offering up
      to a maximum amount of $35,000.

	
       
	
       
	
       

	
      Subscription Procedures
	
       
	
      Each prospective investor will be required to submit the
      applicable purchase price, and execute and deliver the Subscription
      Agreement, a completed Confidential Investor Questionnaire, the signature
      page to the Investor Rights Agreement and the Joinder to the Stockholders’
      Agreement in order to purchase Shares being offered hereby. Each
      prospective investor will be required to make representations and
      warranties regarding its investment intent, review of documents, status as
      an accredited investor, ability to bear risk and other customary matters.
      Prospective investors should read the information under “Subscription
      Procedures” for a more detailed description of the subscription
      procedures.

	
       
	
       
	
       

	
      Risk Factors
	
       
	
      Prospective investors should carefully consider the
      factors under the heading “Risk Factors” beginning on page 14 of this
      Memorandum in making a decision whether to invest in the
      Shares.




- 9 -








SUMMARY HISTORICAL FINANCIAL DATA

The following table sets forth our summary financial data as
of and for the years ended December 31, 2009 and 2008. The consolidated
financial statements as of and for the year ended December 31, 2008 have been
audited by JH Cohn, LLP. The summary financial data as of and for the year ended
December 31, 2009 has been derived from our unaudited consolidated financial
statements. As described in this Memorandum, since July 2008, we have acquired
14 IME businesses and the results of these businesses are included in the
financial data below from the date of the applicable acquisition. This summary
financial data is not necessarily indicative of our future results of operations
or financial condition and should be read in conjunction with the financial
statements included in Exhibit F attached to this Memorandum. You should
also read the summary financial data in conjunction with the discussion
contained in the section entitled “Risk Factors” included elsewhere in this
Memorandum. 

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      Year Ended
December
    31,
	
       

	
       
	
       
	
      2008
	
       
	
      2009
	
       

	
       
	
       
	 
    	
       
	 
    	
       

	
       
	
       
	
       
	
       
	
      (unaudited)
	
       

	
       
	
       
	
      ($ in thousands)
	
       

	
      Statement of Operations Data:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Net sales
	
       
	
      $
	
      14,649
	
       
	
      $
	
      49,634
	
       

	
      Cost of sales
	
       
	
       
	
      6,247
	
       
	
       
	
      22,802
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
      Gross
      profit
	
       
	
       
	
      8,477
	
       
	
       
	
      26,832
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Selling, general and administrative expenses
	
       
	
       
	
      8,191
	
       
	
       
	
      25,054
	
       

	
      Depreciation and amortization
	
       
	
       
	
      2,392
	
       
	
       
	
      6,889
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
      Total operating expenses
	
       
	
       
	
      10,583
	
       
	
       
	
      31,943
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Loss
      from operations
	
       
	
       
	
      (2,136)
	
       
	
       
	
      (5,111)
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Interest expense, net
	
       
	
       
	
      515
	
       
	
       
	
      1,770
	
       

	
      Loss (gain) on interest rate swap
	
       
	
       
	
      955
	
       
	
       
	
      (343)
	
       

	
      Loss on early extinguishment of debt
	
       
	
       
	
      —
	
       
	
       
	
      461
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
      Total
      other expenses
	
       
	
       
	
      1,470
	
       
	
       
	
      1,888
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Loss
      before income taxes
	
       
	
       
	
      (3,606)
	
       
	
       
	
      (6,999)
	
       

	
      Income tax (benefit) provision
	
       
	
       
	
      (1,434)
	
       
	
       
	
      35
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
      Net
      (loss)
	
       
	
      $
	
      (2,398)
	
       
	
      $
	
      (7,034)
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Other Financial Data:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Adjusted EBITDA(1)
	
       
	
      $
	
      2,148
	
       
	
      $
	
      6,493
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      As of
December 31,
	
       

	
       
	
       
	
      2008
	
       
	
      2009
	
       

	
       
	
       
	 
    	  	 
    	
       

	
       
	
       
	
       
	
       
	
      (unaudited)
	
       

	
       
	
       
	
      ($ in thousands)
	
       

	
      Balance Sheet Data:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Cash
	
       
	
      $
	
      1,203
	
       
	
      $
	
      1,499
	
       

	
      Total current assets
	
       
	
       
	
      4,735
	
       
	
       
	
      11,041
	
       

	
      Total assets
	
       
	
       
	
      38,898
	
       
	
       
	
      73,999
	
       

	
      Total current liabilities
	
       
	
       
	
      5,700
	
       
	
       
	
      20,750
	
       

	
      Total liabilities
	
       
	
       
	
      18,375
	
       
	
       
	
      56,269
	
       

	
      Total stockholders’ equity
	
       
	
       
	
      20,523
	
       
	
       
	
      17,730
	
       





- 10 -








	
       
	
       
	
       

	  	
       

	
      (1) Adjusted EBITDA, as used herein, is defined as net
      income (loss) plus (i) income tax (benefit) provision, (ii) interest
      expense, net, (iii) depreciation and amortization, (iv) loss (gain) on
      interest rate swap, (v) loss on early extinguishment of debt, (vi)
      monitoring fee, (vii) transaction costs, (ix) stock based compensation,
      (x) severance and related costs and (xi) lease termination and other non
      recurring costs. We have included information concerning Adjusted EBITDA
      in this Memorandum because we use it to evaluate our operating performance
      and we believe that such information is used by certain investors as one
      measure of a company’s historical ability to service debt. We consider
      Adjusted EBITDA to be an important measure of performance from core
      operations because Adjusted EBITDA excludes various income and expense
      items that we believe are not indicative of our ongoing operating
      performance. We also believe that Adjusted EBITDA is useful to investors
      in evaluating our ability to incur and service debt, make capital
      expenditures and meet working capital requirements.
  



          Our
definition of Adjusted EBITDA is not necessarily comparable to that of other
similarly titled measures reported by other companies. Adjusted EBITDA is not a
presentation made in accordance with GAAP and accordingly should not be
considered as an alternative to, or more meaningful than, earnings from
operations, cash flows from operations or other traditional indications of a
company’s operating performance or liquidity. In addition, in evaluating
Adjusted EBITDA, you should be aware that in the future, we may incur costs and
expenses similar to the adjustments in this presentation. Our presentation of
Adjusted EBITDA should not be construed as an inference that our future results
will be unaffected by unusual or non-recurring items. 

          The
following table provides a reconciliation of loss from operations to Adjusted
EBITDA: 

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      Year Ended
December
    31,
	
       

	
       
	
       
	
      2008
	
       
	
      2009
	
       

	
       
	
       
	 
    	
       
	 
    	
       

	
       
	
       
	
      (unaudited, $ in
    thousands)
	
       

	
      Loss from operations
	
       
	
      $
	
      (2,136
	
      )
	
      $
	
      (5,111
	
      )

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Add backs:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Depreciation and amortization
	
       
	
       
	
      2,392
	
       
	
       
	
      6,889
	
       

	
      Monitoring fee (a)
	
       
	
       
	
      50
	
       
	
       
	
      1,489
	
       

	
      Transaction costs (b)
	
       
	
       
	
      1,650
	
       
	
       
	
      2,036
	
       

	
      Stock
      based compensation (c)
	
       
	
       
	
      102
	
       
	
       
	
      486
	
       

	
      Severance and related costs (d)
	
       
	
       
	
      —
	
       
	
       
	
      449
	
       

	
      Lease
      termination and other non-recurring
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      costs
      (e)
	
       
	
       
	
      90
	
       
	
       
	
      255
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Subtotal add backs
	
       
	
       
	
      4,284
	
       
	
       
	
      11,604
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Adjusted EBITDA
	
       
	
      $
	
      2,148
	
       
	
      $
	
      6,493
	
       

	
       
	
       
	  	  	
       
	  	  	
       




	
       
	
       
	
       

	  	
       

	
      (a) Reflects fees incurred pursuant to that certain
      Monitoring Fee Agreement, dated July 14, 2008, between the Company and
      Compass Partners, L.L.C., as amended. See “Certain Relationships and
      Related Party Transactions.”

	
      (b) Reflects transaction costs incurred by the Company in
      connection with the Acquisitions.

	
      (c) Reflects the costs associated with the grant of stock
      options pursuant to the Company’s 2008 Stock Option Plan.

	
      (d) Reflects costs related to the termination of certain
      employees. 

	
      (e) Reflects costs related to consolidation of facilities
      and other non-recurring costs. 





- 11 -







UNAUDITED PRO FORMA FINANCIAL
DATA

          The
following unaudited pro forma financial data gives effect to the acquisition of
(i) The Ricwel Corporation, which closed on April 17, 2009; (ii) Ricwel of West
Virginia, LLC, which closed on April 17, 2009, (iii) Florida Medical
Specialists, Inc., which closed on May 22, 2009; (iv) Marquis Medical
Administrators, Inc., which closed on May 22, 2009; (v) IME Software Solutions,
LLC, which closed on July 8, 2009; (vi) Benchmark Medical Consultants, which
closed on August 4, 2009; (vii) The Evaluation Group, Inc., which closed on
August 13, 2009; (viii) MedNet I.M.S., Inc., which closed on December 31, 2009;
(ix) QualMed Evaluations, LLC, which closed on December 31, 2009; (x) Abeton,
Inc., Medical Assurance Specialists, Inc. and certain assets of Abeton Group,
Inc., all of which closed on December 31, 2009; (xi) the assets of the IME
business from Joseph Chalal, MD and Michael Zeide, MD, which closed on December
31, 2009; (xii) Crossland Medical Review Services, Inc., which closed on July
14, 2008; (xiii) CFO Medical Services, Inc., which closed on July 14, 2008; and
(xiv) Southwest Medical Examination Services, Inc., Diagnostic Imaging
Institute, Inc., Southwest Medical Examination Services of Louisiana, LLC, and
Pacific Billing Services, Inc., all of which closed on July 14, 2008
(collectively, the “Acquisitions”) as if such Acquisitions occurred on January
1, 2008. The unaudited pro forma statements of operations are presented for
illustrative purposes only and are not necessarily indicative of the operating
results or financial position that would have been achieved if such transactions
had occurred at these dates, nor are they necessarily indicative of our future
operating results or financial position. 

          In
December 2007, the Financial Accounting Standards Board (“FASB”) issued ASC 805,
“Business Combinations.” ASC 805 modified the accounting for business
combinations and required, with limited exceptions, the acquirer in a business
combination to recognize 100 percent of the assets acquired and liabilities
assumed at the acquisition-date fair value. In addition, ASC 805 required the
expensing of acquisition-related transaction and restructuring costs and
contingent consideration to be recognized at fair value. ASC 805 also modified
the accounting for certain acquired income tax assets and liabilities. ASC 805
was effective for acquisitions consummated on or after January 1, 2009. See the
Financial Statements included in Exhibit F attached to this Memorandum
for a description of the accounting for the Acquisitions completed in 2008.


          The
purchase price of each Acquisition, including related fees and expenses for the
Acquisitions completed in 2008, has been allocated to our assets and liabilities
based upon management’s estimates of fair value in the accompanying pro forma
consolidated financial statements. The final allocation will be impacted by any
post-closing purchase price adjustments pursuant to the applicable purchase
agreement. The result of the final allocation may be materially different from
the presentation set forth below. 

          The
unaudited pro forma statements of operations presented below give pro forma
effect to the Acquisitions as if they had occurred on January 1, 2008. The pro
forma results include the earnings of the acquired companies adjusted to reflect
(i) additional interest expense to fund the Acquisitions, (ii) amortization of
intangibles and depreciation of fixed assets associated with the Acquisitions,
(iii) the tax benefit associated with the Acquisitions and (iv) adjustments to
increase corporate expenses in 2008 to reflect a full year of operations. The
pro forma adjustments set forth in the following tables are based upon available
information and certain assumptions that we believe are reasonable under the
circumstances. 

          The
unaudited pro forma consolidated financial data have not been prepared in
accordance with Article II of Regulation S-X of the Securities Act. 

          We
cannot assure you that the assumptions used in the preparation of the unaudited
pro forma consolidated financial data will prove to be correct. We can provide
no assurances as to the accuracy of any of these assumptions. The unaudited pro
forma financial data should be read in conjunction with the financial
information set forth under “Summary Historical Financial Data” and the
Financial Statements included in Exhibit F attached to this
Memorandum.



- 12 -








	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      Year ended December 31,
	
       

	
       
	
       
	
      2008
	
       
	
      2009
	
       

	
       
	
       
	 
    	
       
	 
    	
       

	
       
	
       
	
      (unaudited, $ in
    thousands)
	
       

	
      Statement of Operations Data:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Pro forma net sales
	
       
	
      $
	
      83,164
	
       
	
      $
	
      89,540
	
       

	
      Pro forma loss from operations
	
       
	
       
	
      (4,902
	
      )
	
       
	
      (4,241
	
      )

	
      Pro forma net loss
	
       
	
       
	
      (5,819
	
      )
	
       
	
      (4,617
	
      )

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Other Financial Data:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Pro forma adjusted EBITDA(1)
	
       
	
      $
	
      9,788
	
       
	
      $
	
      13,365
	
       




	
       
	
       
	
       

	  	
       

	
      (1)          See
      footnote (1) to “Summary Historical Financial Data” for a description of
      the definition and limitations of Adjusted EBITDA, which are also
      applicable to pro forma adjusted EBITDA.



The following table provides a reconciliation of pro forma loss
from operations to pro forma Adjusted EBITDA: 

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      Year Ended
December
    31,
	
       

	
       
	
       
	
      2008
	
       
	
      2009
	
       

	
       
	
       
	 
    	
       
	 
    	
       

	
       
	
       
	
      (unaudited, $ in
    thousands)
	
       

	
      Pro forma loss from operations
	
       
	
      $
	
      (4,902
	
      )
	
      $
	
      (4,241
	
      )

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Add backs:
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Depreciation and amortization
	
       
	
       
	
      12,798
	
       
	
       
	
      12,891
	
       

	
      Monitoring fee (a)
	
       
	
       
	
      50
	
       
	
       
	
      1,489
	
       

	
      Transaction costs (b)
	
       
	
       
	
      1,650
	
       
	
       
	
      2,036
	
       

	
      Stock
      based compensation (c)
	
       
	
       
	
      102
	
       
	
       
	
      486
	
       

	
      Severance and related costs (d)
	
       
	
       
	
      —
	
       
	
       
	
      449
	
       

	
      Lease
      termination and other non-recurring costs (e)
	
       
	
       
	
      90
	
       
	
       
	
      255
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Subtotal add backs
	
       
	
       
	
      14,690
	
       
	
       
	
      17,606
	
       

	
       
	
       
	  	  	
       
	  	  	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Adjusted EBITDA
	
       
	
      $
	
      9,788
	
       
	
      $
	
      13,365
	
       

	
       
	
       
	  	  	
       
	  	  	
       




	
       
	
       
	
       

	  	
       

	
      (a) Reflects fees incurred pursuant to that certain
      Monitoring Fee Agreement, dated July 14, 2008, between the Company and
      Compass Partners, L.L.C., as amended. See “Certain Relationships and
      Related Party Transactions.”

	
      (b) Reflects transaction costs incurred by the Company in
      connection with the Acquisitions.

	
      (c) Reflects the costs associated with the grant of stock
      options pursuant to the Company’s 2008 Stock Option Plan.

	
      (d) Reflects costs related to the termination of certain
      employees.

	
      (e) Reflects costs related to consolidation of facilities
      and other non-recurring costs.





- 13 -






RISK FACTORS

          The Shares
being offered hereby are highly speculative and involve a high degree of risk.
In evaluating an investment in the Company, prospective investors (sometimes
referred to as “you”) should carefully consider the following risk factors in
addition to the information set forth elsewhere in this Memorandum. These risk
factors, which are by no means exhaustive, could affect your Shares, the future
performance of the Company and its business and the accuracy of the
forward-looking statements contained in this Memorandum.

Risks Related to Our Business

We have limited resources, a limited operating history and
limited assets. 

          We
are a new company with limited capitalization and approximately an 18-month
operating history. Our operations are subject to all risks inherent in the
establishment of a recently formed business. Our success may be limited by
problems, expenses, difficulties and delays frequently encountered with new
businesses as well as competition in the IME industry. While we have been able
to generate revenues, there can be no assurance that we will be able to increase
the amount of revenues we generate, and we will likely continue to incur net
losses for some time. Further, no assurance can be given that we will
successfully implement any of our plans in a timely or effective manner which
would negatively impact our ability to generate revenues as well as our results
of operations and financial condition.

We may not be successful in implementing our growth
strategy and acquire companies that complement our business.

          Our
growth strategy is primarily dependent on acquiring and integrating the
operations of companies in the IME industry. As part of our acquisition
strategy, we regularly review potential acquisition opportunities. We cannot
predict whether we will be successful in pursuing such acquisition opportunities
or what the consequences of any such acquisition would be. In addition, we
compete for acquisitions with other potential acquirers, some of which may have
greater financial or operational resources than we do. If we are not successful
in finding attractive acquisition candidates that we can acquire on satisfactory
terms, or if we cannot complete those acquisitions that we identify, we will not
be able to realize the benefit of this part of our growth strategy which could
harm our future profitability.

          When
we finance acquisitions by issuing equity securities or securities convertible
into equity securities, our existing stockholders will be diluted. If we finance
an acquisition with debt, it will result in higher leverage and interest costs.
As a result, if we fail to evaluate and execute acquisitions properly, we might
not achieve the anticipated benefits of these acquisitions, and we may increase
our acquisition costs.

We may be unable to successfully integrate completed
acquisitions and such acquisitions may fail to achieve the financial results we
expected. 

          We
may be unable to successfully integrate businesses we acquire, including our
recently completed acquisitions, and such acquisitions may fail to achieve the
financial results we expected. Integrating completed acquisitions into our
existing operations involves numerous short-term and long-term risks, including
diversion of our management’s attention, failure to retain key personnel, and
failure of the acquired entity to be financially successful. In addition, we
cannot be certain of the extent of any unknown or contingent liabilities of any
acquired business, including liabilities for failure to comply with applicable
laws. We may incur material liabilities for past activities of acquired
businesses. Also, depending on the location of the acquisition, we may be
required to comply with laws and regulations that may differ from those of the
states in which our operations are currently conducted. Our inability to
successfully integrate businesses we acquire, or if such businesses do not
achieve the financial results we expect, may increase our costs and have a
material adverse impact on our financial condition and results of
operations.

- 14 -






We may not be able to secure additional financing on
acceptable terms or at all. 

          In
order for us to grow and successfully execute our business plan, we will require
additional financing which may not be available on acceptable terms or at all.
If such financing is available, it may dilute the existing shareholders’
ownership interests in the Company. Failure to obtain financing may have a
material adverse effect on our financial position and may cause you to lose your
entire investment in the Company. In addition, if we are unable to secure
additional financing on acceptable terms or at all, it will impact our ability
to conduct acquisitions.

Changes in government regulations could increase our costs
of operations and/or reduce the demand for our services.

          Federal and
state legislatures may review and consider legislation that may impact our
business and our industry. If new regulations are implemented or changes are
made to existing regulations impacting the IME industry, we may be required to
incur additional costs or make changes to our services which could have a
material adverse impact on our financial condition and results of operations.
Further, legislative reforms in some states permit employers to designate health
plans such as HMOs and PPOs to cover workers’ compensation claimants. Because
many health plans have the capacity to manage healthcare for workers’
compensation claimants, such legislation may intensify competition in the market
served by us and may create a greater or lesser demand for some or all of our
services or require us to develop new or modified services in order to meet the
needs of and compete effectively in the marketplace. 

          In
addition, the confidentiality of patient records and the circumstances under
which such information may be used or released are subject to substantial
regulation by state and federal laws and regulations. The Health Insurance
Portability and Accountability Act (“HIPAA”) and other regulations governing
privacy and electronic health data transmissions are evolving rapidly and are
often unclear and difficult to apply. If we violate HIPAA, we could be subject
to fines and penalties. Further, there can be no assurance that final or new
regulations will not require additional modifications to our policies and
procedures which could have a material adverse impact on our financial condition
and results of operations.

If we cannot update and maintain our information
technology platform so that we can meet critical customer requirements, the
competitiveness of our business will suffer.

          Our
information technology platform is critical to our competitive position and
success. If we are unable, for technological or other reasons, to develop and
introduce new software solutions or enhance our existing ones in a
cost-effective and timely manner and to respond to changing market conditions or
customer requirements, our business, results of operations and financial
conditions may be adversely affected.

          We
rely on a combination of internal development and strategic relationships to
develop our infrastructure platform and software solutions. Through our July
2009 acquisition of IME Software Solutions, we acquired the leading platform
software solution for the IME industry and are in the process of deploying this
technology throughout our entire organization. Our information technology
platform is built in a Private Virtual Cloud Computing Network (“PVCCN”), which
we believe no other competitor in the IME industry currently uses. Our
development and implementation of new generation software solutions and an
information technology infrastructure may take longer than originally expected
and require the acquisition of additional personnel and other resources, which
may adversely affect our business, results of operations and financial
condition. 

- 15 -






Our intellectual property rights are valuable, and if we
are unable to protect them or are subject to intellectual property rights
claims, our business may be harmed.

          Our
intellectual property rights include certain trademarks, copyrights and trade
secrets, which are important assets for our business. We do not currently have a
trademark for our Company name. Although we take precautions to protect our
intellectual property rights, these efforts may not be sufficient or effective.
In addition, various events outside of our control pose a threat to our
intellectual property rights as well as to our business. For example, we may be
subject to third-party intellectual property rights claims. Regardless of the
merits of the claims, any intellectual property claims could be time-consuming
and expensive to litigate or settle. In addition, if any claims against us are
successful, we may have to pay substantial monetary damages or discontinue any
of our practices that are found to be in violation of another party’s rights. We
may also have to seek a license to continue such practices, which may
significantly increase our operating expenses or may not be available to us at
all. Any significant impairment of our intellectual property rights could harm
our business or our ability to compete.

Our operations and reputation may be harmed if we do not
adequately secure information.

          Federal and
state laws regulate the disclosure of certain medical test results and other
nonpublic medical-related personal information. If we do not protect the
confidentiality of such results in accordance with applicable laws, we could
face significant liability, and/or damage to our relationship with
clients.

Competition in our industry could result in a
reduction in our revenues and earnings and adversely affect our financial
condition.

          Our
industry is highly fragmented and competitive. Our primary competitors in the
IME market include companies and individual physicians that specialize in one or
more services similar to those offered by us on a local or regional basis as
well as insurance companies and other organizations which have established an
in-house capability of performing such services. It is also possible that our
customers may establish the in-house capability of performing certain services
offered by us. We also compete with national and local firms specializing in
case management, medical records reviews and other services we provide. It is
possible that now or in the future some of our competitors could have greater
financial and market resources than us. Increased competition or new entrants to
our key markets could prevent price increases for our services or could require
price reductions for our services, which could adversely affect our results of
operations.

The Company is highly dependent upon its ability to
attract and retain qualified physicians and non-physician personnel as
independent contractors to perform its IME services.

          Our
performance and future success depends on the talents and efforts of the
physicians and non-physician personnel who perform the IME services on behalf of
the Company on an independent contractor basis. If we do not succeed in
attracting qualified physicians and non-physician personnel, or retaining or
motivating physicians or non-physician personnel, our performance may suffer and
we may be unable to grow our business effectively.

- 16 -






Our customers may terminate their agreements with us or
reduce the fees they pay us. 

          Our
operations depend upon our relationship with our customers. Our customers are
primarily insurance companies, federal and state agencies, law firms and other
business. We do not have formal written agreements with most of our customers
and to the extent we do, such agreements do not generally restrict our customers
from terminating or deciding not to renew our contracts. If customers attempt to
introduce unfavorable terms or limit the services and products we provide them,
our revenues could be negatively impacted. In addition, the termination of
business by any of our customers could have a material adverse effect on our
operations. There is no guaranty that we will be able to retain our existing
customers or develop relationships with new customers.

Allegations of our failure to provide accurate
health-related risk assessment analyses of data may result in claims against
us.

          Our
customers rely on the accuracy of the medical data we gather or analyze on their
behalf. As a result, we face exposure to claims that may arise or result from
allegedly inaccurate data and/or faulty analysis of such data. We maintain
professional liability insurance and such other coverage as we believe
appropriate, but such insurance may prove insufficient. Regardless of insurance,
any such claims could damage our relationships with important
clients.

Our industry may be regulated at the federal, state and
local levels and government authorities may determine that we have failed to
comply with applicable laws and regulations.

          As a
company involved in the provision of IMEs, medical records reviews, peer reviews
and related healthcare services, we may be subject to federal, state and local
laws and regulations. There are significant costs involved in complying with
these laws and regulations. Moreover, if we are found to have violated any
applicable laws and regulations, we could be subject to civil and/or criminal
damages, fines, sanctions, or penalties. We cannot guarantee that our
arrangements or business practices will not be subject to government scrutiny or
be found to violate certain laws or regulations. Government audits,
investigations and prosecutions, even if we ultimately are found to be without
fault, can be costly and disruptive to our business. Any of these actions could
have a material adverse effect on our business, financial condition and results
of operations.

We are dependent upon our key management personnel for our
future success.

          We
are dependent on our executive officers and other key personnel and those of the
acquired companies, the loss of one or more of whom could materially and
adversely affect us. Some of these personnel are new to the industry and some
have been part of target companies for many years but have no experience
managing a larger company and integrating the separate operations of newly
acquired entities. Currently, we do not have employment agreements with any of
our executive officers. Our success will continue to depend in large part on our
ability to attract and retain talented and qualified employees. We cannot
provide assurance that we will be able to retain key employees or that they can
attract, assimilate and retain other qualified personnel in the future.


Our liquidity may be adversely affected by the terms of
our Loan and Security Agreement and any other indebtedness.

          On
December 18, 2009, we entered into a new $55 million credit facility with Fifth
Third Bank as administrative agent and the lenders party thereto (the “Credit
Facility”). Under the Credit Facility, we may borrow a maximum of $50 million in
the form of amortized term loans and a maximum of $5 million in the form of a
revolving line of credit. As of December 31, 2009, there was $32.6 million
outstanding under the term loan and $0.6 million outstanding under the revolving
line of credit. The Credit Facility contains certain financial covenants that,
among other things, require us not to exceed specified senior and total debt
leverage ratios and to maintain a fixed charge coverage ratio (each as defined
in the Loan and Security Agreement). We may not be able to borrow money under
the Credit Facility if we are unable to comply with the financial and other
covenants included therein, in which case our liquidity would be adversely
affected.

- 17 -






          In
addition, under specified circumstances, our lenders could demand repayment of
all of our debt, which would have a material adverse effect on our business,
financial condition and results of operations. If we do not have sufficient
earnings to service our debt, we may be required to refinance all or part of our
existing debt, sell assets, borrow more money or sell securities, none of which
we can assure you that we would be able to do in a timely manner, on favorable
terms or at all.

The recent economic and credit crisis could have an
adverse effect on our business, financial condition and results of operations.


          The
recent economic and credit crisis has reduced the availability of liquidity and
credit to fund the continuation and expansion of many business operations
nationally. This shortage of liquidity and credit, combined with recent
substantial losses in equity markets, led to an economic recession. If the
economy does not recover, it could impact the availability of credit and other
financing opportunities which could result in an adverse effect on our business,
financial condition and results of operations. Our ability to access the capital
markets may be severely restricted at such time when we would like, or need, to
access those markets, which could have a negative impact on our growth plans and
the flexibility to react to changing economic and business conditions.


Risks Related to this Offering

There are significant transfer restrictions on the Series
A Preferred Stock and you may not be able to liquidate your
investment. 

          There will be
substantial limitations on your ability to sell or transfer your Shares under
the Subscription Agreement, the Stockholders’ Agreement, the Investor Rights
Agreement and applicable federal and state securities laws. The Series A
Preferred Stock will be considered “restricted securities” under federal
securities laws and may not be sold or otherwise transferred unless they are
registered under federal and applicable state securities laws or exemptions
therefrom are available. The Subscription Agreement provides that the Shares are
being purchased for investment purposes only and, as such, cannot be transferred
if such transfer would violate applicable federal or state securities laws or
jeopardize the Company’s reliance on securities laws exemptions. The
Stockholders’ Agreement and Investor Rights Agreement contain specific
contractual restrictions and procedures that apply to any transfer of your
Shares. The certificates evidencing the Shares will bear a legend restricting
transfer, and you may need to deliver an opinion of counsel to the Company to
effectuate any transfer. You must consider your purchase of the Shares in the
Offering as a long-term illiquid investment acceptable only to investors who can
afford to accept and bear the substantial risks of the investment for an
indefinite period of time. No assurance can be given that you will ever be able
to sell or otherwise transfer your Shares. See “Investor Suitability
Standards.”

The purchase price of the Series A Preferred Stock was
determined by the Company based on an internal valuation.


          The
Company makes no representations as to the value of the Shares. The Company has
a limited operating history on which to value its equity securities, and the
Share Purchase Price does not necessarily bear a relationship to the Company’s
assets, book value, net worth, cash flows or any other generally recognized
criteria of value. The Share Purchase Price was determined by management in
reliance upon certain assumptions regarding the future growth of the Company’s
business, the current status of the Company’s business, the Company’s prospects
and future economic and market conditions. No assurance can be given that the
assumptions on which the Company relied in determining the Share Purchase Price
will prove to be accurate. It is possible that the Company may, at some point in
the future, issue equity securities based on a valuation of the Company that is
lower than the valuation used to determine the Share Purchase Price. The Company
may also choose to issue equity securities to strategic partners or investors in
the future at a valuation that is lower than the valuation used to determine the
Share Purchase Price. Finally, the Company may be sold in the future for a
valuation that is lower than the valuation used to determine the Share Purchase
Price.

- 18 -






Unless otherwise specified, the summary historical
financial data and pro forma financial information presented in this Memorandum
and the financial statements accompanying this Memorandum are unaudited, no
independent auditors have expressed any opinion or any other form of assurance
on such financial information or its accuracy, and therefore may not be
indicative of our financial condition or operating results.

          Unless
otherwise specified, the summary historical financial data and pro forma
financial information presented in this Memorandum and the financial statements
accompanying this Memorandum are unaudited and no independent auditors have
expressed any opinion or any other form of assurance on such financial
information or its accuracy, and therefore may not be indicative of our
financial condition or operating results.

          While the
Company believes that the unaudited historical financial information and pro
forma financial data fairly present in all material respects the Company’s
financial condition and results of operations for the periods presented, we can
give no assurances that all adjustments are final and that all adjustments
necessary to present the Company’s historical financial information and pro
forma financial data in accordance with GAAP have been identified. We have
engaged KPMG LLP to perform an audit for the year ended December 31, 2009. It is
possible that during the audit of our financial statements, additional
adjustments, recapitalizations or restatements may be required, and that any
such action may be material to both our past financial results and accounting
for future periods. 

          The
unaudited pro forma financial data has not been prepared in accordance with
Article II of Regulation S-X of the Securities Act and is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have been achieved if the presented
transactions had occurred at the relevant dates, nor are they necessarily
indicative of our future operating results or financial position. Further, we
cannot assure you that the assumptions used in the preparation of the unaudited
pro forma consolidated financial data will prove to be correct nor can we
provide assurances as to the accuracy of any of these assumptions. 

We do not intend to pay cash dividends on our Common
Stock, which means dividends or other distributions on the Shares are highly
unlikely.

          The
Series A Preferred Stock will carry a 12% cumulative dividend compounded
annually, payable only upon a Liquidation Event or a Deemed Liquidation Event.
The Series A Preferred Stock will participate with our Common Stock with respect
to any other dividends or distributions. To date, the Company has not paid any
dividends on its capital stock. Any future decision to pay cash dividends to
holders of Common Stock will be at the discretion of the Board of Directors of
the Company (the “Board of Directors”) and, in any event, will be dependent upon
the Company’s financial condition, results of operations, capital requirements
and such other factors as the Board of Directors deems relevant. The Company
does not anticipate making any cash dividends or other distributions to the
stockholders in the immediate or foreseeable future. 

- 19 -






The terms of our Credit Facility restrict our ability to
pay dividends and distributions on our securities.

          The
debt under our Credit Facility is senior to the Series A Preferred Stock and
will be paid prior to any cash dividends or other distributions paid to holders
of the Series A Preferred Stock. In addition, the Credit Facility contains a
number of restrictive covenants including restrictions on our ability to pay
cash dividends or other distributions to stockholders. This means that as long
as any debt is outstanding under the Credit Facility, upon the occurrence of a
Liquidation Event or a Deemed Liquidation Event, we will be required to pay
amounts due under the Credit Facility prior to paying any cash dividends or
other distributions to stockholders.

          In
addition, pursuant to the Investor Rights Agreement, if we fail to file or
consummate an IPO within certain specified time frames after the Termination
Date, we are required to pay holders of the Series A Preferred Stock a monthly
penalty payment. The terms of our Credit Facility may restrict or prevent us
from making this penalty payment. The payment of this penalty is subordinated to
the rights of the lenders under our Credit Facility and may only be paid to the
extent that we are not in default under such facility (including with respect to
the financial covenants contained therein) and the payment of such penalty would
not result in a default under such facility (including with respect to such
financial covenants). If as a result of the foregoing we are unable to make a
penalty payment if and when due, such payment will be accrued and we will be
required to pay all accrued and unpaid penalty payments as soon as we are
permitted to do so in accordance with the Investor Rights Agreement (including
Exhibit A thereto).

Your investment in the Series A Preferred Stock will be
diluted. 

          The
issuance of the Shares in the Offering will result in an immediate increase in
the net tangible book value per outstanding share of Common Stock held by
existing stockholders of the Company and an immediate dilution of the net
tangible book value per Share. For this purpose, the net tangible book value per
share represents the total amount of the Company’s tangible assets, less the
total amount of liabilities, divided by the total number of shares outstanding,
and dilution is determined by subtracting the net tangible book value per share
after the Offering from the Share Purchase Price. In addition, in lieu of
receiving its fees and expense allowance in cash, the Placement Agent may elect
to receive all or a portion of such amounts in shares of Series A Preferred
Stock, which may further dilute your percentage ownership in the
Company.

          Further, the
Company may need to raise additional funds in the future to finance its
operations. If the Company obtains capital in future offerings on a per-share
basis that is less than the Share Purchase Price, the value of your Shares will
likely be reduced. In addition, if the Company issues additional equity
securities in a future offering and you do not participate in such offering,
there will effectively be dilution in your percentage ownership interest in the
Company.

          In
2008, the Company adopted the 2008 Stock Option Plan (the “Stock Option Plan”),
under which the Company granted, and in the future intends to grant, awards of
stock options to purchase Common Stock to officers, directors, employees and
consultants of the Company. As of February 12, 2010, the Company has granted or
agreed to grant stock options (including stock options which will be issued in
connection with certain recent acquisitions and other matters, and excluding
canceled stock options) with respect to 338,915 shares of Common Stock, (none of
which have been exercised). For stock options granted prior to February 4, 2010,
which constitute the vast majority of outstanding stock options, the definition
of Change of Control includes the consummation of the initial public offering of
the Company’s Common Stock, which means that such stock options will vest and
become exercisable at such time. Effective February 4, 2010, the definition of
Change of Control was modified to remove the consummation of the initial public
offering of the Company’s Common Stock, which means that stock options granted
after such date will not vest in connection with the Company’s initial public
offering of Common Stock. See “Principal Stockholders—2008 Stock Option Plan.”


- 20 -






          In
addition, stock options to purchase 200,000 shares of Common Stock have been
reserved for possible issuance to our two most senior executive officers. If and
when granted, such stock options will have an exercise price of not less than
$34.10 per share and may include terms that provide that all or a portion of
such stock options will vest upon the consummation of the Company’s initial
public offering of its Common Stock. 

          The
Company will in the future grant stock options to certain current or future
officers, directors, employees and consultants of the Company under additional
plans or individual agreements. The exercise of these stock options will have
the effect of diluting your ownership interests in the Company. Additional
equity securities may also be issued by the Company in connection with other
types of transactions, including shares issued as part of the purchase price for
acquisitions of assets or other companies from time to time in connection with
strategic partnerships or joint ventures, or as incentives to management or
other providers of resources to the Company. Such additional issuances are
likely to have the same dilutive effect.

You should consult with your tax advisor regarding tax
considerations. 

          In
evaluating a purchase of Shares as an investment, you should consider the tax
risks involved. All investors should understand that the tax consequences of an
investment in the Shares are subject to change. The Company strongly encourages
you to consult with your own tax advisor prior to making an investment decision
to purchase any Shares or effecting any transaction in the Shares.

There is no public market for our
securities.

          There is no
established trading market for either the Common Stock or the Shares being
offered hereby, and it is uncertain that any active market for the Common Stock
and the Shares will ever develop. The Shares will not be registered under the
Securities Act or any state securities laws, nor is it contemplated that the
Shares will be so registered. Such Shares are being issued based upon our
reliance upon an exemption from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. Unless the
Shares are so registered, they may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state or foreign securities
laws. Investors subscribing for Shares will first be required to make
representations and covenants concerning these transfer restrictions which are
necessary to satisfy the requirements of the exemption from registration being
relied upon by us for the issuance of the Series A Preferred Stock. The
certificates representing shares of Series A Preferred Stock, as well as the
Common Stock into which the shares of Series A Preferred Stock are convertible,
will bear a legend indicating that they are so restricted. No assurance can be
given that the Company will be able to effect a registered public offering of
any of its securities, and there can be no assurance that a market will ever
develop or, if developed, be sustainable. 

- 21 -






You will not have any participation rights in the
management of the Company and substantial control will remain with our
management and major stockholders, which could delay or prevent a change of
control.

          As a
purchaser and a holder of the Shares, you will have no right to participate in
the management or conduct of the business or affairs of the Company. We
anticipate that our executive officers, our directors and entities affiliated
with them and our 5% stockholders together will beneficially own approximately
63% of our outstanding share capital following the completion of this Offering
(excluding stock options held by such stockholders, and assuming (i) the Maximum
Offering has been subscribed for and (ii) all Series A Preferred Stock have been
converted into Common Stock). These stockholders, if they vote together, will
retain substantial control over matters requiring approval by our stockholders,
such as the election of directors and approval of significant corporate
transactions. This concentration of ownership might also have the effect of
delaying or preventing a change in control. In addition, our Stockholders’
Agreement, which each holder of shares of the Series A Preferred Stock will
become a party to, contains voting provisions requiring stockholders to vote all
shares of their stock in favor of director nominees designated by our majority
stockholder, ExamWorks Holdings, LLLP.

We will have broad discretion in using the proceeds of
this Offering, and we cannot assure that we will effectively expend the
proceeds.

          We
intend to use the net proceeds from the sale of the Shares to fund our
acquisition program and for general working capital. We have not determined how
the proceeds will be allocated among the anticipated uses. We will have
significant flexibility and broad discretion in applying the net proceeds of
this Offering and there can be no assurance that we will apply the proceeds of
this Offering effectively.

The “best efforts minimum/maximum” nature of the Offering
means that the Company may not be able to raise the funds it expects to
raise.

          The
Shares are being offered hereby on a “best efforts minimum/maximum” basis and
not on a “firm commitment” basis. As a result, the Company may not be able to
consummate this Offering. There can be no assurance that the Minimum Offering
will be raised or, if so, that any additional Shares will be sold. If the
Company is only able to raise the Minimum Offering or an amount less than the
Maximum Offering, our ability to conduction additional acquisitions and
effectively manage our operations may be negatively impacted.

There are additional requirements and costs associated
with becoming a public company which may prove to be
burdensome.

          The
Company has an obligation to file for an underwritten initial public offering of
its Common Stock within 18 months of the Termination Date and as a result will
become a publicly-traded company and become subject to the information and
reporting requirements of the U.S. securities laws, including the Sarbanes-Oxley
Act. The U.S. securities laws will require, among other things, review, audit
and public reporting of our financial results, business activities, adequacy of
controls and other matters. We can give no assurance that we will comply with
all of these requirements. The cost of preparing and filing annual and quarterly
reports, proxy statements and other information with the SEC and furnishing
audited reports to stockholders will cause our expenses to be higher than they
would be if we remained a privately-held company. In addition, we will incur
substantial expenses in connection with the preparation of the IPO registration
statement and related documents with respect to the registration of securities
issued in such offering. These increased costs may be material and may include
the hiring of additional employees and/or the retention of additional
consultants and professionals. Our failure to comply with U.S. securities laws
could result in private or governmental legal action against us and/or our
officers and directors, which could have a detrimental effect on our business
and finances, the value of our securities and the ability of stockholders to
resell their securities. 

- 22 -






USE OF PROCEEDS

          The
net proceeds from the sale of the Series A Preferred Stock offered hereby, after
deducting the Placement Agent’s commissions (assuming the Placement Agent does
not elect to receive its cash fee and expense allowance in Series A Preferred
Stock), will be approximately $25.0 million if the Maximum Offering is sold and
approximately $4.5 million if the Minimum Offering is sold. Assuming the
Placement Agent elects to receive all of its cash fee and expense allowance in
Series A Preferred Stock, the net proceeds from the sale of the Shares offered
hereby will be approximately $27.7 million if the Maximum Offering is sold and
approximately $5.0 million if the Minimum Offering is sold. We are also required
to pay other expenses in connection with the Offering estimated to be
approximately $350,000. We intend to use the net proceeds from this Offering to
fund our acquisition program and for general working capital
purposes.

- 23 -






CAPITALIZATION

          The
following table sets forth, as of December 31, 2009 (i) our actual
capitalization, and (ii) our capitalization as adjusted to reflect the sale of
the Minimum Offering and the Maximum Offering of Series A Preferred Stock
pursuant to this Offering.

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
      As of December 31, 2009 –
      Unaudited
	
       

	
       
	
       
	
      Actual
	
       
	
      As Adjusted For 
Minimum Offering
      
Amount (1)
	
       
	
      As Adjusted
      For
Maximum
Offering
Amount (1)
	
       

	
       
	
       
	
      ($ in thousands)


	
       

	
      Cash
	
       
	
      $
	
      1,499
	
       
	
      $
	
      5,699
	
       
	
      $
	
      26,427
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Stockholders’ Equity:
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Common
      Stock - $0.0001 par 
value;
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      4,500,000 shares authorized;
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      2,403,561 shares issued and 
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      outstanding as of December
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      31,
      2009, actual and as
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      adjusted
      (2) (3)
	
       
	
      $
	
      -
	
       
	
      $
	
      -
	
       
	
      $
	
      -
	
       

	
      Preferred Stock - $0.0001 par 
value;
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      1,000,000 shares authorized;
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      0 shares issued and
      
outstanding, actual (3)
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      As adjusted for the Minimum
      
Offering: 146,627 shares of 
Series A Preferred Stock 
issued
      and outstanding and 
853,373 shares of Preferred 
Stock authorized
      and unissued 
(4);
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      As adjusted for the Maximum
      
Offering: 814,597 shares of 
Series A Preferred Stock 
issued
      and outstanding and 
185,403 shares of Preferred 
Stock authorized
      and unissued 
(5).
	
       
	
      $
	
      -
	
       
	
      $
	
      5,000
	
       
	
      $
	
      27,778
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Additional Paid-In Capital
	
       
	
      $
	
      27,160
	
       
	
      $
	
      26,360
	
       
	
      $
	
      24,310
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Accumulated Deficit
	
       
	
      $
	
      (9,430
	
      )
	
      $
	
      (9,430
	
      )
	
      $
	
      (9,430
	
      )

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Total
      Stockholders’ Equity
	
       
	
      $
	
      17,730
	
       
	
      $
	
      21,930
	
       
	
      $
	
      42,658
	
       



- 24 -







	
       
	
       



(1) As Adjusted data gives effect to the Offering and the
application of the net proceeds from the Offering as described in “Use of
Proceeds,” as if such transactions had been consummated on December 31, 2009 and
assumes that (i) the compensation of the Placement Agent is paid in cash
(excluding the Placement Agent Warrant) and (ii) the Company incurred
approximately $350,000 of additional expenses in connection with the
Offering.

(2)   As of February 12, 2010,
there were 2,749,725 shares of Common Stock issued and outstanding. Actual
shares issued and outstanding include all shares of Common Stock beneficially
owned and exclude previously issued stock options to purchase 69,292 shares of
Common Stock that can be acquired through stock option exercises within 60 days
of February 12, 2010. 
(3)   On February 22, 2010, the Company
amended and restated its Certificate of Incorporation to authorize 7,000,000
shares of Common Stock and 1,000,000 shares of preferred stock.

(4)   Assuming the Placement Agent elects to receive all of
its cash fee and expense allowance in shares of Series A Preferred Stock, there
will be 159,823 shares of Series A Preferred Stock issued and outstanding and
840,177 shares of Preferred Stock authorized and unissued.
(5) Assuming the
Placement Agent elects to receive all of its cash fee and expense allowance in
shares of Series A Preferred Stock, there will be 887,910 shares of Series A
Preferred Stock issued and outstanding and 112,090 shares of Preferred Stock
authorized and unissued.

- 25 -






BUSINESS

Overview

          We
are a leading nationwide provider of independent medical examination, medical
records review and related services. We provide our services to insurance
carriers, federal and state agencies, law firms, third-party claim
administrators and self-insured parties who need our independent services to
confirm the veracity of claims by sick or injured individuals for medical,
disability, workers’ compensation and personal injury liability coverage. As
such, we are an integral link in our clients’ claims, fraud detection and cost
containment processes. We provide our clients the national presence they
increasingly demand but with the efficient local service and knowledge they
expect. Our size and geographic reach give our clients access to a large and
growing panel of over 12,000 qualified physicians and other healthcare
professionals and our proprietary information technology infrastructure that has
been specifically designed to streamline the complex process of coordinating
physician referrals, scheduling appointments, regulatory compliance and client
reporting.

          We
provide our clients with access to our experienced and highly qualified panel of
independent healthcare professionals and using our proprietary information
technology infrastructure we refer each independent medical examination “IME” or
record review to the appropriate healthcare professional and arrange the
necessary logistical and administrative support. Such support includes
scheduling IME appointments, review of medical records, appearances and
testifying as an expert witness in legal proceedings and the provision of the
timely, professional and compliant reports required by our clients. The services
we coordinate for our clients include IMEs, medical records reviews, radiology
reviews, peer reviews, and related or ancillary services. We conduct over
125,000 IMEs and records and radiology reviews annually.

          We
commenced operations in July 2008 with the acquisition of three IME companies in
New York, New Jersey and Texas. As of January 1, 2010, we have acquired eleven
other IME businesses including the leading provider of software solutions to the
IME industry. Today we provide our services in all 50 states and have pro forma
annual revenues of approximately $100 million.

          We
were incorporated under the laws of Delaware on April 27, 2007. Our executive
offices are located at 3280 Peachtree Road NE, Suite 2625, Atlanta, GA
30305.

The Industry/Market

          The
IME industry is highly fragmented and in the early stages of consolidation. We
believe that there are in excess of 500 IME businesses, mostly private
companies, and 2,000 individual physicians who provide IME services in the
United States. We also believe that the IME industry generates between $2 and $3
billion in annual revenues in the United States. The IME industry provides
services primarily to insurance carriers’ automotive, disability, liability and
workers’ compensation lines of business for a credentialed, independent medical
assessment of claims. IME services are required by sponsoring participants such
as government payors, self-insured parties, third-party administrators, and
legal professionals for the evaluation of both non-litigated and litigated
claims. Cost containment is and will continue to be a focal point for insurance
companies and self-insured parties due to the escalation of medical costs,
substantial administrative and regulatory burdens, and rise in fraudulent
claims. Both private insurance carriers and government agencies seek to protect
the fiscal and operating integrity of their insurance programs. We believe that
as the IME industry continues its early efforts at consolidation, of which we
are the primary driver, larger national providers like us will be increasingly
viewed as ideal providers because of our ability to bring significant operating
efficiencies as a result of our nationwide presence, technological advantage,
industry knowledge, and best practices management. The industry information and
views above are based on in-house research and analysis from information
received from sources believed to be reliable and on our anecdotal industry
experience and knowledge. 

- 26 -






Our Strategy

          Our
objective is to become the largest and most trusted independent medical
examination and records review company in North America and to enhance our
position as our clients’ essential and trusted partner in their claim validation
and fraud detection processes. Our principal strategies to meet our objectives
are:

Continuing our Acquisition Program

          Since July
2008, we have acquired 14 IME businesses thereby creating a national IME company
that provides services in all 50 states and now have a panel of over 12,000
healthcare professionals and approximately $100 million in pro forma annual
revenues. Our clients are increasingly demanding a national presence that allows
them to streamline their administrative burdens by negotiating national
contracts and rely on a trusted best in class provider. Because coverage or
claim decisions are often made at the local or regional level, it is also
important that we continue to provide the local service and support our clients
have grown accustomed to through our acquired companies, while providing the
capabilities and resources of a large national player. As we continue to gain
momentum and validate our business model through the successful integration and
operation of our acquisitions, as well as our growing reputation and recognition
in the industry, we believe that more potential targets will want to join the
ExamWorks’ family. As of the date hereof, we have four signed non-binding
letters of intent, representing $36.7 million and $6.4 million in aggregate
revenue and normalized EBITDA, respectively, which we expect to close on or
before March 31, 2010. There can be no assurance that we will be able to
complete these acquisitions on or before March 31, 2010, or at all. In addition,
we are actively engaged in various stages of discussions with multiple
additional acquisition targets representing in excess of $100 million of
aggregate revenue.

Generating Organic Growth and Profitability

          We
seek to increase our organic growth and profitability by (i) expanding the types
of services our acquired businesses offer; (ii) securing national account
clients; (iii) setting clear business and financial goals for our employees; and
(iv) implementing management tools to track and measure their attainment and
appropriately incentivizing our employees. As part of the integration process
for our acquisitions, we determine which areas the business could expand into by
taking advantage of expertise and client relationships that exist elsewhere in
our organization. For example, if an acquired business has historically
concentrated in IMEs for workers’ compensation claims in its region, we
immediately seek to train our local sales and operating personnel on how to
expand into IMEs for liability claims. As part of the integration process, we
also seek to adopt the best practices of our most successful divisions to
increase productivity and efficiency.

          We
also believe that the expected success of our national account marketing effort,
when combined with our fifteen offices across the country responsible for
providing those clients with the fast and efficient local service they are
accustomed to receiving, will translate into meaningful organic growth and
profitability and will create barriers to entry for smaller local and regional
competitors. We also seek to create a culture throughout our organization that
encourages teamwork and incentivizes achievement of business objectives by
setting clear goals, measuring performance and making virtually every employee a
participant in our success through the grant of stock options.

- 27 -






Creating a Strong Identity for ExamWorks

          We
have developed and intend to continue to develop strong local, regional and
national marketing programs designed to create a strong brand identity for
ExamWorks. Our marketing programs emphasize (i) our national footprint; (ii) our
ability to serve clients consistently across the country with the full range of
IME services without the need for clients to deal with a multitude of providers;
(iii) our superior information technology infrastructure and (iv) our fast and
efficient local service and support. Our marketing and branding programs include
advertising, participation in trade shows and a well-organized and constant
face-to-face sales effort. Our website represents an important calling card to
the market by communicating our national capabilities while at the same time
focusing on our extensive and well-known local and regional service and support
capabilities.

Providing Additional Services

          The
services we provide are critical to our clients’ claim processing, fraud
detection and cost containment efforts. We intend to expand our service
offerings to enter complementary areas of cost containment and fraud detection.
As the cost of claims continues to increase, we believe that there are
substantial growth opportunities in our becoming a single source provider
offering our suite of services that help our clients control costs. These
services also represent a significant opportunity to leverage our professional
panel of physicians and other healthcare professionals engaged by the Company as
independent contractors.

Continuing to Develop Best In Class Information Technology
Infrastructure

          One
of our first priorities was to develop the best software solutions to manage our
growing business and which allows us to provide our clients with the most
efficient and robust management and reporting functionality possible. Our first
step to accomplish that goal was to assemble an experienced and proven team of
professionals to lead our technology effort. We then acquired IME Software
Solutions in July 2009. IME Software Solutions developed the leading software
solution for the IME industry, a platform that is deployed in nearly 80
companies. We are now using our experienced team and industry knowledge to
create the next generation of industry leading technology that we would deploy
throughout our entire organization. We believe that our technological platform
gives us a significant competitive advantage.

Services

Independent Medical Examinations

          Our
IMEs are designed to provide authoritative and accurate answers to questions
regarding the nature and extent of medical conditions or personal injury, their
cause and appropriate treatment. IMEs are provided by independent physicians or
other healthcare professionals not involved in the care or treatment of the
individual. IMEs are used by our clients as part of their claims or liability
management process in order to verify the veracity of, among others, workers’
compensation, disability and personal injury claims. IMEs are also used by
attorneys in connection with the prosecution of legal actions related to
personal injury, which services also include appearing and testifying as expert
witnesses in those proceedings. Our IMEs are performed by a panel of over 12,000
independent, highly qualified and credentialed physicians who are supported by a
full complement of related healthcare professionals. These physicians and other
professionals are engaged by us on an independent contractor basis.

- 28 -






Medical Records Reviews 

          We
also offer medical records review services. A medical records review is designed
to provide a medical opinion without a physical examination of the relevant
individual, which eliminates the need and related costs of scheduling
appointments. The medical records review of an individual includes an opinion as
to the medical nature, origin and treatment of a claim without requiring a
physical exam. Medical records reviews include, but are not limited to:


	
       
	
       
	
       

	
       
	
      •
	
      Nurse File Reviews;

	
       
	
       
	
       

	
       
	
      •
	
      Peer Reviews;

	
       
	
       
	
       

	
       
	
      •
	
      Record Reviews; and 

	
       
	
       
	
       

	
       
	
      •
	
      Radiology Reviews.



          Our
medical records reviews provide an informed, credible, and evidence-based
medical opinion, prepared by one of our independent healthcare professionals,
that addresses a claimant’s condition. These reviews examine and include
opinions as to causal relationships, the necessity of medical service and
treatment. These reviews of diagnostic studies and medical records guide the
handling of claims to facilitate their fair and proper handling. The reviews
typically address the following concerns related to a claimant’s condition and
treatment: reasonableness and appropriateness; medical necessity of care;
causality; and mitigating conditions with relevant associated and degenerative
conditions. 

          Radiology
reviews render an opinion as to the veracity of a previously interpreted
diagnostic study. ExamWorks has engaged a panel of American Medical Board
Certified radiologists who analyze the original diagnostic opinion. These
opinions are a prudent and cost-effective way to ensure that the claimant’s
condition is properly understood so that parties can reach appropriate
resolutions to claims. 

Technology

          We
believe our technology team and infrastructure is the most advanced in the IME
industry and provides us with a sustainable competitive advantage. The
architecture of the information technology platform is built in a Private
Virtual Cloud Computing Network (PVCCN). The particular Cloud Computing
Environment application deployed is known as a Platform as a Service (PaaS). We
believe that no other competitor in the IME industry uses a PVCCN or any of its
associated applications. ExamWorks is one of the first sites chosen by Cisco
Systems, Inc. to deploy this specialized network. The competitive advantages
that the PVCCN and our platform provide relate to central data collection, data
privacy controls, elimination of cost centers, business continuity procedures,
and data mining capabilities. In the aggregate, these competitive advantages
drive an overall lower cost structure and allow us to continue to grow our
business with minimal incremental additional capital investment.

Sales and Marketing

          We
offer our services primarily through a direct sales force of local, regional and
national representatives employed by us. Our sales force promotes and sells our
services to existing and new customers and constantly seeks to expand the types
of services we offer to existing clients. We are also intensely focused in the
development of national account clients at the corporate level, an effort that
also involves our most senior executive officers.

          Our
marketing efforts focus on creating a strong brand identity for ExamWorks by our
participation in industry trade shows, our website, our advertising and by the
development of industry related seminars and educational
opportunities.

- 29 -






Customers

          We
provide services to customers in the following industries: workers’
compensation, liability insurance, no fault auto insurance, and short and
long-term disability insurance. Our customers include insurance carriers,
federal and state agencies, law firms, third-party claim administrators and
self-insured parties. Our geographic reach enables us to offer our services to
customers at both a local and national level. No single customer represented
more than 10% of our pro forma revenues in 2009.

Employees

          As
of February 12, 2010, we had 398 employees, of whom approximately 330 are
full-time employees. None of our employees are represented by a union or
collective bargaining agreements. We believe our relationship with our employees
to be good, which is a key component of our operating strategy. We seek to
create a corporate culture in which virtually every employee benefits from his
or her and our success through participation in our employee stock option
program and a culture that rewards performance and accountability.

Liquidity and Capital Resources 

          Our
principal capital requirements are to fund acquisitions. To date, we have funded
our capital needs from cash flow generated from operations, seed capital of $12
million, a subsequent private placement to existing shareholders and management
of $5.5 million and our credit facilities. We have also funded our acquisition
program with equity issuances to sellers and with seller debt financing.


          We
have days sales outstanding of approximately 35 and have no inventory or other
significant working capital requirements making our business model highly
attractive and our working capital needs minimal. For 2009, our operating cash
flow exceeded 60% of adjusted EBITDA and we expect that metric to improve in
2010. In 2009, we incurred approximately $1.5 million in capital expenditures
related to our initial investment in infrastructure and, consequently, expect to
continue to grow our business with minimal incremental additional capital
investment. 

Credit Facility and other Indebtedness

          On
December 18, 2009, we entered into a secured $55 million Credit Facility with
Fifth Third Bank as administrative agent and other lenders party thereto (the
“Credit Facility”). The Credit Facility consists of a $50 million term loan
facility and a $5 million revolving credit facility. The Credit Facility is
available to finance our working capital needs and acquisition program.
Borrowings under the Credit Facility bear interest at a base rate plus 5.0% for
base rate loans or at a LIBOR base rate plus 5.5% for LIBOR Loans with a LIBOR
floor of 2.0%. The Credit Facility is secured by a first priority lien on
substantially all of the assets of the Company and its subsidiaries. In
addition, the equity interest of our largest stockholder, ExamWorks Holdings
LLLP, has been pledged as collateral to secure our debt. As of December 31,
2009, there was $32.6 million outstanding under the term loan and $0.6 million
outstanding under the revolving line of credit of our Credit Facility. The
Credit Facility matures on December 18, 2012. We have already initiated
discussions with our lenders to increase our facility for acquisitions by at
least an additional $30 million.

          In
addition to amounts outstanding under our Credit Facility, we have seller debt
outstanding in the aggregate amount of $6.7 million. This seller financing is
unsecured and subordinated to the Credit Facility and is generally payable
quarterly over three years from the date of the acquisition and bears interest
at 6.0% per annum.

- 30 -






          Pursuant to a
letter agreement dated December 18, 2009 between ExamWorks Holdings, LLLP
(“Holdings”) and Fifth Third Bank, Holdings agreed that at any time there is an
event of default under the Credit Facility, if requested by Fifth Third Bank,
Holdings will take such action as is necessary to allow a majority of the total
number of members of the Company’s Board of Directors to be nominated by Fifth
Third Bank. This obligation will terminate upon the termination or expiration of
the Company’s Stockholders’ Agreement.

          The
Company is also party to an Interest Rate Protection Agreement (the “Swap
Agreement”) dated as of July 23, 2008 with Bank of America, N.A., with an
original notional amount of $12,390,000 and an initial term of five years. As of
December 31, 2009, the Swap Agreement was “out of the money” by approximately
$612,000.

Private Placement of Common Stock

          On
January 7, 2010, we completed the private placement of an aggregate of 387,051
shares of our Common Stock. 243,209 shares were issued to existing stockholders
and certain employees of the Company at a purchase price of $14.21 per share. As
described further in “Certain Relationships and Related Party Transactions,” we
issued 143,842 shares to two of our directors, Richard E. Perlman and James K.
Price, in connection with an amendment to the Monitoring Fee Agreement between
the Company and Compass Partners, L.L.C. (“Compass Partners”), whereby our
ongoing obligation to pay Compass Partners a cash monitoring fee for certain
services provided by Compass Partners was terminated. See “Certain Relationships
and Related Party Transactions.”

- 31 -






MANAGEMENT

Directors, Executive Officers and Key
Employees

          The
following table and descriptions sets forth certain information concerning our
directors, executive officers and certain key employees as of February 12,
2010:

	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
      Name
	
       
	
      Age
	
       
	
      Position

	
       
	  	
       
	  	
       
	  
	
       
	
      Richard E. Perlman
	
       
	
      63
	
       
	
      Co-Chairman and Co-Chief Executive Officer,
      Director

	
       
	
      James K. Price
	
       
	
      51
	
       
	
      Co-Chairman and Co-Chief Executive Officer,
      Director

	
       
	
      J. Thomas Presby
	
       
	
      69
	
       
	
      Director

	
       
	
      Wesley J. Campbell
	
       
	
      43
	
       
	
      President

	
       
	
      J. Miguel Fernandez de Castro
	
       
	
      37
	
       
	
      Senior Vice President and Chief Financial
      Officer

	
       
	
      Brian K. Denton
	
       
	
      42
	
       
	
      Chief Technology Officer

	
       
	
      Kevin J. Kozlowski
	
       
	
      47
	
       
	
      Vice President and Chief Information
  Officer

	
       
	
      Joshua W. LeMaire
	
       
	
      36
	
       
	
      Vice President, Sales and Marketing

	
       
	
      Crystal B. Patmore
	
       
	
      38
	
       
	
      Vice President and
Secretary



          Richard E.
Perlman has been our Co-Chairman of the Board, Co-Chief Executive Officer
and a director since July 2008. Mr. Perlman is also the President of Compass
Partners, L.L.C., a merchant banking and financial advisory firm he founded in
1995 that specializes in middle market companies and corporate restructuring.
Mr. Perlman served as Chairman and Director of TurboChef Technologies, Inc. from
October 2003 until January 2009, when TurboChef was acquired by The Middleby
Corporation. Mr. Perlman was the Chairman of PracticeWorks, Inc. from March 2001
until its acquisition by The Eastman Kodak Company in October 2003. Mr. Perlman
served as Chairman and Treasurer of AMICAS, Inc. (formerly VitalWorks Inc.) from
January 1998 and as a Director from March 1997 until the completion of the
spin-off of PracticeWorks, Inc. from VitalWorks in March 2001. Prior to this
time, Mr. Perlman was involved in the acquisition and operation of several
private companies in the home furnishings, automobile replacement parts and real
estate industries where he was a principal and Chief Executive Officer. Mr.
Perlman is a Director of Alloy, Inc., a media and marketing services company as
well as several other privately held companies. Mr. Perlman serves as a Trustee
of the James Beard Foundation and as a Director on the non-profit board of
Fighting Chance. Mr. Perlman received a B.S. in Economics from the Wharton
School of the University of Pennsylvania and a Masters in Business
Administration from Columbia University Graduate School of Business.

          James K.
Price has been our Co-Chairman of the Board, Co-Chief Executive Officer and
a director since July 2008. From October 2003 to January 2009, Mr. Price served
as President, Chief Executive Officer and Director of TurboChef Technologies,
Inc. Mr. Price served as President, Chief Executive Officer and a Director of
PracticeWorks, Inc. from 2001 until its acquisition by The Eastman Kodak Company
in October 2003. Mr. Price was a founder of VitalWorks Inc. and served as its
Executive Vice President and Secretary from July 1997 until the completion of
the spin-off of PracticeWorks, Inc. in March 2001. Mr. Price also served as an
executive officer of American Medcare and also co-founded and was as an
executive officer of International Computer Solutions, which companies were
acquired by VitalWorks Inc. Mr. Price sits on the Board of Directors of several
other privately held companies and non-profit organizations. Mr. Price holds a
B.A. in marketing from the University of Georgia.

- 32 -






          J. Thomas
Presby has been a director of the Company since June 2009. From December
2003 to January 2009, Mr. Presby was a director of TurboChef Technologies, Inc.
In June 2002, Mr. Presby retired as a partner with Deloitte Touche Tohmatsu, an
international accounting and consulting firm. Over a period of 30 years, Mr.
Presby held many positions with Deloitte in the United States and abroad,
including deputy chairman and chief operating officer from 1995 until his
retirement. Mr. Presby also served as the chief executive officer of Deloitte
& Touche in Europe and Central Europe between 1990 and 1995. During the
1980s, Mr. Presby launched and served as the managing partner of the Financial
Services Center, an industry-focused practice unit of the firm. Mr. Presby
currently serves as a director of Tiffany & Co., Invesco Ltd., American
Eagle Outfitters Inc., First Solar, Inc. and World Fuel Services Corporation.
From June 2002 to October 2003, Mr. Presby was a director of PracticeWorks, Inc.
Mr. Presby received a B.S. in Electrical Engineering from Rutgers University,
and an M.S. in Industrial Administration from the Carnegie Mellon University
Graduate School of Business. Mr. Presby is a Certified Public Accountant in New
York and Ohio.

          Wesley J.
Campbell has been our President since July 2008. Mr. Campbell leads the
acquisitions process, manages the daily corporate operations and oversees the
integration of newly acquired companies. During his career, Mr. Campbell has
played a key role in acquiring and integrating over 60 companies and has over 20
years experience in the medical and dental technology industries. From 2006 to
2007, Mr. Campbell served as Vice President of International for Kodak Dental
Systems and from 2003 to 2006 served as President of PracticeWorks, Inc., and
Chief Operating Officer from 2001 to 2003. From 1997 to 2001, Mr. Campbell
served as Vice President of Technical Services for VitalWorks Inc. and from 1986
to 1997 served as General Manager of CCI. Mr. Campbell graduated from DeVry
Institute of Technology.

          Jose
Miguel Fernandez de Castro has been our Senior Vice President and Chief
Financial Officer since March 2009. Mr. Fernandez de Castro manages the finance
and treasury functions as well as acquisition due diligence. From October 2007
to February 2009, Mr. Fernandez de Castro was Senior Vice President and Chief
Financial Officer of TurboChef Technologies, Inc. and Vice President of Finance
since April 2004. From October 2003 to February 2004, Mr. Fernandez de Castro
served as the Controller of Practice Works, Inc. and served as Director of
Financial Reporting from 2000 until its acquisition by The Eastman Kodak Company
in October 2003, during which time PracticeWorks was a publicly-traded company.
Mr. Fernandez de Castro began his career in the audit services group of BDO
Seidman, LLP. Mr. Fernandez de Castro is a Certified Public Accountant and a
member of the Georgia Society of CPAs. Mr. Fernandez de Castro received a B.A.
in Economics and Spanish and a M.A. in accounting from the University of North
Carolina at Chapel Hill.

          Brian K.
Denton has been our Chief Technology Officer since September 2008. Mr.
Denton is responsible for the development and integration of the Company’s
systems and software platform. From March 2003 to August 2008, Mr. Denton served
as Chief Information Officer for Kodak Dental Systems and from December 1997 to
March 2003 served as Director of Information Technology for AJC International.
Mr. Denton has been recognized as an innovator and named in numerous
publications including The Wall Street Journal and White Papers by Bomgar
Corporation and VMware. Mr. Denton has been a member of several Fortune 1000
technical advisory boards. Mr. Denton has more than 10 years of experience
focusing on medical and dental technology and over 30 years of IT experience.
Mr. Denton holds a B.S. in Computer Science from the University of
Georgia.

          Kevin J.
Kozlowski has been our Chief Information Officer since July 2008. Mr.
Kozlowski oversees the Company’s information systems, architecture and
infrastructure and has more than 25 years of experience in the healthcare
information technology industry. From October 2003 to June 2007, Mr. Kozlowski
served as Vice President, Research and Development at Kodak Dental Systems and
from March 2001 to October 2003 at PracticeWorks, Inc. Mr. Kozlowski was
President and founder of Human Touch Software from 1984 to December 1999, where
he was the lead developer of the PatientBase dental practice management system.
Mr. Kozlowski received a B.S. in computer science from California State
University at Sacramento.

- 33 -






          Joshua W.
LeMaire has been our Vice President, Sales and Marketing since
September 2008. Mr. LeMaire manages the Company’s corporate branding initiative,
sales and marketing programs and strategic corporate relationships. From 2003 to
2008, Mr. LeMaire was Executive Vice President of Sales and Marketing at
Becker-Parkin Dental Supply Co. where he and his team successfully grew the
company and sold it to Henry Schein, Inc. Mr. LeMaire has more than 15 years of
medical industry experience. Mr. LeMaire attended The Ohio State
University.

          Crystal B.
Patmore has been our Secretary and Vice President, Human Resources since
March 2009. Ms. Patmore works closely with the finance team and is integral in
the due diligence and forensic accounting processes, and is also responsible for
the Company’s risk management function. From December 2003 to February 2009, Ms.
Patmore served as Vice President of Human Resources and Director of Business
Development for TurboChef Technologies, Inc. From March 2001 to October 2003,
Ms. Patmore was the Controller at PracticeWorks, Inc. From 1997 to March 2001,
Ms. Patmore served as the Accounting Manager at VitalWorks Inc. Ms. Patmore
holds a B.B.A. in accounting from Georgia State University.

2008 Stock Option Plan

          On
April 14, 2008, our Board of Directors adopted the 2008 Stock Option Plan (the
“Plan”). This Plan authorizes the Company to make grants of stock options to
purchase shares of Common Stock of the Company to its employees, directors
and/or consultants (each, a “Grantee” and, collectively, “Grantees”). The
following summary of the Plan does not purport to be complete and is subject to
and qualified in its entirety by reference to the Plan.

General

          A
maximum of one million (1,000,000) shares of Common Stock has been reserved for
issuance under the Plan. As of February 12, 2010, we have granted stock options
to purchase an aggregate of 338,915 shares of Common Stock (including stock
options which will be issued in connection with certain recent acquisitions and
other matters, and excluding canceled stock options). In addition, stock options
to purchase 200,000 shares of Common Stock have been reserved for possible
issuance to our two most senior executive officers. If and when granted, such
stock options will have an exercise price of not less than $34.10 per share and
may include terms that provide that all or a portion of such stock options will
vest upon the consummation of the Company’s initial public offering of its
Common Stock.

          The
exercise price for each stock option granted under our Plan is determined by the
Board of Directors or, if so provided by the Board of Directors, by a committee
thereof, subject to certain limitations. No Grantee may be granted, in any
calendar year, stock options to purchase more than five hundred thousand
(500,000) shares. However, the foregoing limitation is not applicable prior to
the first date upon which our Common Stock is listed on a stock exchange or
interdealer quotation system and, following such date, the foregoing limitation
shall not apply until the earliest to occur of (i) the first material
modification of the Plan (including any increase in the number of shares
reserved for issuance under the Plan); (ii) the issuance of all of the shares of
Common Stock reserved for issuance under the Plan; (iii) the expiration of the
Plan; (iv) the first meeting of stockholders at which directors of the Company
are to be elected that occurs after the close of the third calendar year
following the calendar year in which occurred the first registration of an
equity security of the Company under Section 12 of the Securities Exchange Act
of 1934, as amended; or (v) such other date required by Section 162(m) of the
Internal Revenue Code of 1986, as amended and the rules and regulations
promulgated thereunder.

- 34 -






          Our
Board of Directors or, if so provided by it, a committee thereof, may at any
time offer to buy out a stock option which has been previously granted for
payment in cash or Common Stock.

Vesting and Change of Control Event

          Stock options
granted under our Plan will vest at rates and conditions specified in the
applicable option agreement. However, unless the option agreement specifies
otherwise, in the event of a Change of Control (as defined in the Plan), if the
surviving or acquiring corporation does not (i) assume stock options outstanding
under the Plan or (ii) does not substitute similar stock options for those
outstanding, then stock options held by Grantees whose employment with the
Company has not terminated prior to such event shall vest and be made fully
exercisable at least ten (10) days prior to the closing of the Change of
Control. Any other stock options outstanding under the Plan shall be terminated
if not exercised prior to the closing of the Change of Control. 

          In
addition, for stock options granted prior to February 4, 2010, which constitute
the vast majority of outstanding stock options, the definition of Change of
Control includes the consummation of the initial public offering of the
Company’s Common Stock, which means that such stock options will vest and become
exercisable at such time. Effective February 4, 2010, the definition of Change
of Control was modified to remove the consummation of the initial public
offering of the Company’s Common Stock, which means that stock options granted
after such date will not vest in connection with the Company’s initial public
offering of Common Stock. 

Transferability of Stock Options

          Except as
provided in an option agreement, stock options are not transferable other than
by will or by the laws of descent or distribution. This limitation does not
apply, however, to Common Stock acquired pursuant to exercise of a stock option
following an Initial Public Offering (as defined in the Plan).

Term of Stock Options and Plan

          The
term of each stock option will be stated in the applicable option agreement;
provided, however, that such term may not be more than ten (10)
years from the date of its grant, subject to certain limitations.
Notwithstanding the foregoing, any unexercised stock option (whether vested or
not vested) will immediately expire upon the Grantee’s termination of employment
with us or any of our affiliates for Cause (as defined in the Plan). 

          The
Plan’s term expires on July 14, 2018.

Amending or Terminating the Plan

          Our
Board of Directors may amend or terminate the Plan at any time. However, without
stockholder approval given within twelve (12) months before or after such action
by it, the Board of Directors may not (i) increase the number of Common Stock
which may be issued under the Plan or (ii) extend the term of the Plan.


- 35 -






                    Stock
options granted under our Plan may not be impaired or affected by any amendment
of our Plan, without the consent of the affected Grantees. Furthermore, the
Board of Directors must obtain stockholder approval of any amendment to the Plan
to the extent necessary and desirable to comply with requirements relating to
the administration of stock options plans under applicable laws.

- 36 -






PRINCIPAL SHAREHOLDERS

          The following
table sets forth information regarding the beneficial ownership of our Common
Stock as of February 12, 2010, by:

	
       
	
       
	
       

	
            •
	
      each person known by us to be the beneficial
      owner of more than 5% of our outstanding shares of Common
    Stock;

	
       
	
       
	
       

	
            •
	
      each of our officers and directors;
      and

	
       
	
       
	
       

	
            •
	
      all our executive officers, certain key
      employees and directors as a group.



                    Except
as indicated in footnotes to this table, we believe that the stockholders named
in this table have sole voting and investment powers with respect to all shares
of Common Stock shown to be beneficially owned by them. Shares of Common Stock
that may be acquired by an individual or group within 60 days of February 12,
2010, pursuant to the exercise of stock options, are deemed to be outstanding
for the purpose of computing the percentage ownership of such individual or
group, but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table. Percentage of
ownership is based on 2,749,725 shares of Common Stock outstanding on February
12, 2010.

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
      Common Stock
	
       

	
      Name and Address of Beneficial Owner
	
       
	
       
	
      Number of Shares
(1)
	
       
	
       
	
      Percentage of
Common Stock
(2)
	
       

	
      ExamWorks Holdings, LLLP (3)
	
       
	
       
	
      1,308,673
	
       
	
       
	
      47.59
	
      %

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Edward M. Decter
	
       
	
       
	
      249,354
	
       
	
       
	
      9.07
	
      %

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      Steven G. Robbins
	
       
	
       
	
      249,354
	
       
	
       
	
      9.07
	
      %

	
      Thomas P. Anderson and Lynn C. Anderson
	
       
	
       
	
      243,228
	
       
	
       
	
      8.85
	
      %

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      William A. Shutzer (4)
	
       
	
       
	
      239,923
	
       
	
       
	
      8.73
	
      %

	
      Richard E. Perlman (5)
	
       
	
       
	
      1,380,594
	
       
	
       
	
      50.21
	
      %

	
      James K. Price (6)
	
       
	
       
	
      312,026
	
       
	
       
	
      11.35
	
      %

	
      J. Thomas Presby (7)
	
       
	
       
	
      25,243
	
       
	
       
	
      *
	
       

	
      Wesley J. Campbell (8)
	
       
	
       
	
      21,699
	
       
	
       
	
      *
	
       

	
      J. Miguel Fernandez de Castro (9)
	
       
	
       
	
      40,615
	
       
	
       
	
      1.47
	
      %

	
      Brian K. Denton (10)
	
       
	
       
	
      4,500
	
       
	
       
	
      *
	
       

	
      Kevin J. Kozlowski (11)
	
       
	
       
	
      28,927
	
       
	
       
	
      1.05
	
      %

	
      Crystal Patmore (12)
	
       
	
       
	
      31,410
	
       
	
       
	
      1.14
	
      %

	
      Joshua W. LeMaire (13)
	
       
	
       
	
      12,130
	
       
	
       
	
      *
	
       

	
      All
      Executive Officers, Certain Key Employees and Directors as a Group (9
      persons)
	
       
	
       
	
      1,857,144
	
       
	
       
	
      67.52
	
      %




	
       
	
       
	
       

	  	
       

	
      *
	
      Less than 1%

	
       
	
       

	
      (1)
	
      This column includes all shares of Common Stock
      beneficially owned, including all shares of Common Stock that can be
      acquired through stock option exercises within 60 days of February 12,
      2010. 



- 37 -







	
       
	
       

	
      (2)
	
      In calculating the percentage owned for a particular
      stockholder, we assumed that any stock options for the purchase of Common
      Stock that are currently exercisable by that stockholder within 60 days of
      February 12, 2010 are exercised by that stockholder (and the underlying
      shares of Common Stock issued), and that the shares of Common Stock were
      distributed by Holdings to that stockholder if he or she is a limited
      partner of Holdings.

	
       
	
      The total number of shares of Common Stock used in
      calculating the percentage owned for a particular stockholder assumed a
      base of 2,749,725 shares of issued and outstanding Common Stock as of
      February 12, 2010 and no exercise of stock options (other than those
      exercisable by that particular stockholder within 60 days of February 12,
      2010.

	
      (3)
	
      The sole general partner of Holdings is Compass Partners,
      L.L.C. (“Compass Partners”). Mr. Perlman is the President of Compass
      Partners and also is a limited partner of Holdings. The Common Stock owned
      by Holdings has been pledged as collateral to secure our Credit
      Facility.

	
      (4)
	
      Shares beneficially owned by Mr. Shutzer include 239,923
      of shares of Common Stock currently owned by ExamWorks Holdings, LLLP
      (“Holdings”), which Mr. Shutzer would own if distributed by Holdings to
      its limited partners.

	
      (5)
	
      Shares beneficially owned by Mr. Perlman include 1,308,673
      shares of Common Stock currently owned by Holdings, which is controlled by
      Mr. Perlman. If Holdings distributed such shares of Common Stock to its
      limited partners, Mr. Perlman would own (i) 213,144 shares of Common Stock
      directly, (ii) 24,279 shares of Common Stock through a Roth IRA, and (iii)
      2,500 shares of Common Stock indirectly through Compass
      Partners.

	
      (6)
	
      Shares beneficially owned by Mr. Price include 240,105 of
      shares of Common Stock currently owned by Holdings, which Mr. Price would
      own if distributed by Holdings to its limited partners.

	
      (7)
	
      Shares beneficially owned by Mr. Presby include 13,632 of
      shares of Common Stock currently owned by Holdings, which Mr. Presby would
      own if distributed by Holdings to its limited partners.

	
      (8)
	
      Shares beneficially owned by Mr. Campbell include 16,246
      shares of Common Stock issuable upon exercise of stock options and 5,453
      of shares of Common Stock currently owned by Holdings, which Mr. Campbell
      would own if distributed by Holdings to its limited
  partners.

	
      (9)
	
      Shares beneficially owned by Mr. Fernandez de Castro
      include 12,997 shares of Common Stock issuable upon exercise of stock
      options and 16,358 of shares of Common Stock currently owned by Holdings,
      which Mr. Fernandez de Castro would own if distributed by Holdings to its
      limited partners.

	
      (10)
	
      Shares beneficially owned by Mr. Denton represent 4,500
      shares of Common Stock issuable upon exercise of stock
    options.

	
      (11)
	
      Shares beneficially owned by Mr. Kozlowski include 6,498
      shares of Common Stock issuable upon exercise of stock options and 13,632
      of shares of Common Stock currently owned by Holdings, which Mr. Kozlowski
      would own if distributed by Holdings to its limited
  partners.

	
      (12)
	
      Shares beneficially owned by Ms. Patmore include 5,833
      shares of Common Stock issuable upon exercise of stock options and 16,358
      of shares of Common Stock currently owned by Holdings, which Ms. Patmore
      would own if distributed by Holdings to its limited
  partners.

	
      (13)
	
      Shares beneficially owned by Mr. LeMaire include 3,333
      shares of Common Stock issuable upon exercise of stock
    options.



- 38 -






DESCRIPTION OF CAPITAL STOCK

Common Stock 

          Pursuant to
our Certificate of Incorporation, we are authorized to issue 7,000,000 shares of
Common Stock, par value $0.0001 per share. As of February 12, 2010, 2,749,725
shares of our Common Stock were issued and outstanding (excluding stock options
to purchase 338,915 shares of Common Stock previously issued and not exercised
or canceled or which will be issued in connection with certain recent
acquisitions and other matters). In addition, stock options to purchase 200,000
shares of Common Stock have been reserved for possible issuance to our two most
senior executive officers. If and when granted, such stock options will have an
exercise price of not less than $34.10 per share and may include terms that
provide that all or a portion of such stock options will vest upon the
consummation of the Company’s initial public offering of its Common
Stock.

          Holders of
our Common Stock are entitled to one vote for each share of stock held of record
on all matters submitted to a vote of the stockholders, and do not have
cumulative voting rights. Subject to rights that may be fixed for holders of
Preferred Stock, when and if any Preferred Stock is issued (including the Series
A Preferred Stock offered hereby), holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
our Board of Directors out of funds legally available for dividend payments. In
the event of our liquidation, dissolution, winding up or merger, consolidation,
sale or transfer of all or substantially all of our assets, holders of Common
Stock will be entitled to share in our assets that are remaining after payment
or provision for payment of all of our debts and obligations and after
liquidation payments to holders of outstanding shares of preferred
stock.

          Holders of
our Common Stock have no preemptive or conversion rights. There are no
redemption or sinking fund provisions applicable to our Common Stock.


Preferred Stock 

          Our
Certificate of Incorporation authorizes the issuance of up to 1,000,000 shares
of Preferred Stock, par value $0.0001 per share, in one or more series. The
Board of Directors may determine the designations, powers, preferences, rights,
qualifications, limitations and restrictions of each such series.

          Our
Board of Directors has authorized the issuance of up to 887,910 shares of the
Series A Preferred Stock. Assuming the Minimum Offering is subscribed for, there
will be 146,627 shares of Series A Preferred Stock issued and outstanding and
853,373 shares of Preferred Stock authorized and unissued. Assuming the Maximum
Offering is subscribed for, there will be 814,597 shares of Series A Preferred
Stock issued and outstanding and 185,403 shares of Preferred Stock authorized
and unissued. The Placement Agent may elect to receive all or a portion of its
cash fee and expense allowance in shares of Series A Preferred Stock, in which
case, assuming the Minimum Offering, there will be 159,823 shares of Series A
Preferred Stock issued and outstanding and 840,177 shares of Preferred Stock
authorized and unissued and, assuming the Maximum Offering, there will be
887,910 shares of Series A Preferred Stock issued and outstanding and 112,090
shares of Preferred Stock authorized and unissued. The rights and preferences of
the Series A Preferred Stock are as set forth below in the “Description of the
Series A Preferred Stock.” Other than the Series A Preferred Stock offered
hereby, no other Preferred Stock has been authorized and none is outstanding.


- 39 -






Stock Options 

          The
Company has reserved 1,000,000 shares of its Common Stock for issuance under its
2008 Stock Option Plan, as amended (the “Plan”). As of February 12, 2010 the
Company has granted stock options to purchase an aggregate of 338,915 shares of
Common Stock under the Plan (including stock options which will be issued in
connection with certain recent acquisitions and other matters, and excluding
canceled stock options). In addition, stock options to purchase 200,000 shares
of Common Stock have been reserved for possible issuance to our two most senior
executive officers. If and when granted, such stock options will have an
exercise price of not less than $34.10 per share and may include terms that
provide that all or a portion of such stock options will vest upon the
consummation of the Company’s initial public offering of its Common Stock. See
“Management—2008 Stock Option Plan” for a more detailed description of the terms
of the Plan.

- 40 -






DESCRIPTION OF THE SERIES A PREFERRED
STOCK

          We
are offering to sell through the Placement Agent a minimum of 146,627 and a
maximum total of 814,597 shares of the Series A Preferred Stock. The summary of
certain terms and provisions of our Series A Preferred Stock contained herein
does not purport to be complete and is subject to, and qualified in its entirety
by reference to our Certificate of Designation, the form of which is attached as
Exhibit E hereto and incorporated by reference herein. Prospective
investors should read the information under “Restrictions on Transferability and
Other Rights – Investor Rights Agreement” and “Restrictions on Transferability
and Other Rights – Stockholders’ Agreement” for more information regarding the
additional restrictions and other terms and conditions applicable to holders of
the Series A Preferred Stock. 

Dividends 

          The
holders of the Series A Preferred Stock have preferential rights with respect to
dividends. Each Share will provide for a dividend which shall accrue at a rate
per annum of 12% of the Original Issue Price (as defined below), compounded
annually; provided, however, that dividends shall stop accruing upon any
redemption of the Series A Preferred Stock. Such dividends shall only be payable
in the event of a Liquidation Event or Deemed Liquidation Event (each, as
defined below) or upon redemption of the Series A Preferred Stock. Dividends
will begin to accrue from the Termination Date. The “Original Issue Price” shall
mean $34.10 per share, subject to appropriate adjustment in the event of any
stock dividend, stock split, combination or other similar recapitalization with
respect to the Series A Preferred Stock. 

          In
addition, if and to the extent a dividend is declared and to be paid upon shares
of Common Stock or any other securities of the Company ranking junior to the
Series A Preferred Stock (“Junior Securities”), the holders of the Shares will
be entitled to receive such dividends or distributions on an as converted basis.


Liquidation Preference 

          In
the event of a Liquidation Event, the holders of the Shares shall be entitled to
be paid, prior to any distribution or payment to the holders of the Common Stock
or any other stock ranking junior to the Shares, a liquidation preference in an
amount equal to the greater of (i) one times the original issue price of the
Series A Preferred Stock (the “Original Issue Price”), plus any accrued and
unpaid dividends and any other dividends declared but unpaid thereon, or (ii)
such amount per share as would have been payable had all shares of Series A
Preferred Stock been converted into Common Stock immediately prior to such
Liquidation Event 

          If
upon any such Liquidation Event, the assets of the Company available for
distribution to its stockholders shall be insufficient to pay the holders of
shares of Series A Preferred Stock the full amount to which they shall be
entitled pursuant to the liquidation preference rights described above, the
holders of shares of Series A Preferred Stock shall share ratably in any
distribution of the assets available for distribution in proportion to the
respective amounts which would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to
such shares were paid in full. 

- 41 -






Deemed Liquidation Event 

          Each
of the following events shall be considered a “Deemed Liquidation Event” unless
the holders of at least 66% of the outstanding shares of Series A Preferred
Stock elect otherwise by written notice sent to the Company at least 10 days
prior to the effective date of any such event: 

          (i)          a
merger or consolidation in which the Company is a constituent party; except any
such merger or consolidation in which the shares of capital stock of the Company
outstanding immediately prior to such merger or consolidation continue to
represent, or are converted into or exchanged for shares of capital stock that
represent, immediately following such merger or consolidation, at least a
majority, by voting power, of the capital stock of (1) the surviving or
resulting corporation or (2) if the surviving or resulting corporation is a
wholly owned subsidiary of another company immediately following such merger or
consolidation, the parent company of such surviving or resulting corporation
(provided, that, all shares of Common Stock issuable upon exercise
of options, warrants or similar rights outstanding immediately prior to such
merger or consolidation or upon conversion of the Series A Preferred Stock
outstanding immediately prior to such merger or consolidation shall be deemed to
be outstanding immediately prior to such merger or consolidation and, if
applicable, converted or exchanged in such merger or consolidation on the same
terms as the actual outstanding shares of Common Stock are converted or
exchanged); or 

          
(ii)           the sale,
lease, transfer or other disposition, in a single transaction or series of
related transactions, by the Company of all or substantially all the assets of
the Company and its subsidiaries taken as a whole, except where such sale,
lease, transfer or other disposition is to a majority-owned subsidiary of the
Company. 

          The
Company shall not have the power to effect a Deemed Liquidation Event referred
to in (i) above unless the agreement or plan of merger or consolidation for such
transaction provides that holders of the Series A Preferred Stock shall receive
the amount payable upon the occurrence of a Liquidation Event. In the event of a
Deemed Liquidation Event referred to in (ii) above, if the Company does not
dissolve within 90 days, holders of at least 66% of the Series A Preferred Stock
will be entitled to cause the Company to redeem all outstanding Series A
Preferred Stock at a redemption price equal to the amount payable upon the
occurrence of a Liquidation Event, to the extent funds are legally available for
the payment thereof. 

          Notwithstanding
the foregoing, in the event of a redemption pursuant to the preceding sentence,
if the available proceeds are not sufficient to redeem all outstanding shares of
Series A Preferred Stock, the Company shall redeem a pro rata portion of each
holder’s shares of Series A Preferred Stock to the fullest extent of such
available proceeds, based on the respective amounts which would otherwise be
payable in respect of the shares to be redeemed if the available proceeds were
sufficient to redeem all such shares, and shall redeem the remaining shares to
have been redeemed as soon as practicable after the Company has funds legally
available therefor. 

Redemption Rights 

          We
have the right at any time, and from time to time, during the Redemption Period
(as defined below) to redeem all, and not less than all, of the outstanding
shares of Series A Preferred Stock at a per share price in cash equal to the
Conversion Price (as defined below) then in effect multiplied by 1.75.


          In
order to exercise this right, we must provide written notice of such redemption
to each holder of record of shares of Series A Preferred Stock, at least 30
days, but no more than 60 days prior to the date on which such redemption shall
take place. 

- 42 -






          The
“Redemption Period” shall mean any time on and after the third anniversary of
the original issue date of the Series A Preferred Stock and prior to the
consummation of a Liquidation Event, Deemed Liquidation Event or Qualified
Public Offering (as defined below). 

Conversion Rights 

          Optional
Conversion. Each share of Series A Preferred Stock shall be convertible, at
the option of the holder, into that number of shares of Common Stock as is
determined by dividing the Original Issue Price by the Conversion Price per
share then in effect for such Shares. The initial “Conversion Price” per share
shall be the Original Issue Price, subject to adjustment as set forth in
“Anti-Dilution Provisions” below. 

          If a
holder seeks to convert Series A Preferred Stock following the filing by the
Company of a registration statement with the SEC in connection with a Qualified
Public Offering, such conversion may be conditioned upon the closing of such
Qualified Public Offering. If the Series A Preferred Stock are being redeemed by
the Company, the foregoing conversion rights shall terminate at the close of
business on the last full day preceding the applicable redemption date.


          No
fractional shares of Common Stock shall be issued upon conversion of the Series
A Preferred Stock. In lieu of any fractional shares to which the holder would
otherwise be entitled, the Company shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in
good faith by the Board of Directors. 

          Mandatory
Conversion. The Shares shall convert automatically into shares of Common
Stock at the then applicable conversion rate, in the event of the closing of a
firm commitment underwritten public offering on a national securities exchange
of Common Stock with a price of not less than two times the Original Issue Price
of the Series A Preferred Stock and aggregate net proceeds to the Company of not
less than $40 million (a “Qualified Public Offering”). 

Anti-Dilution Provisions 

          The
Series A Preferred Stock will be protected against dilution on a weighted
average basis in the event we issue (or are deemed to issue) shares of Common
Stock or securities convertible into Common Stock (other than in connection with
transactions specifically excluded in the Certificate of Designation) at a price
less than the Conversion Price. Issuances that will not trigger an adjustment
include (i) securities issued upon conversion of or as a dividend or
distribution on the Series A Preferred Stock, (ii) securities issued to
officers, directors, employees and certain other person if approved by the Board
of Directors, subject to certain limitations, (iii) securities issued upon
exercise of options or conversion of convertible securities, (iv) securities
issued in connection with the acquisition by the Company of stock or assets of
another entity if approved by the Board of Directors, (v) securities issued to
certain financial institutions in connection with debt financings, equipment
leasing or real property leasing transactions approved by the Board of
Directors, subject to certain limitations, (vi) securities issued pursuant to
certain strategic transactions if approved by the Board of Directors, subject to
certain limitations; and (vii) securities issued pursuant to the warrant issued
to the Placement Agent in connection with this Offering. 

          In
addition, no adjustment will be made to the Conversion Price if the Company
receives written notice from holders of at least 66% of the then outstanding
shares of Series A Preferred Stock agreeing that no such adjustment shall be
made. 

- 43 -






          The
Conversion Price for the Series A Preferred Stock is also subject to adjustment
for certain share splits and combinations, dividends, distributions, and
mergers, reorganization or similar transactions, as set forth in the Certificate
of Designation. 

Voting 

          Except as
provided under the discussion of protective provisions below (or as otherwise
required by law), each holder of a Share will be entitled to that number of
votes on all matters presented to the Company’s stockholders equal to the number
of shares of Common Stock then issuable upon conversion of such Shares. In
addition, our Stockholders’ Agreement, which each holder of shares of the Series
A Preferred Stock will become a party to, contains voting provisions requiring
stockholders to vote all shares of their stock in favor of director nominees
designated by ExamWorks Holdings, LLLP. See “Restrictions on Transferability and
Other Rights—Stockholders’ Agreement.” 

Protective Provisions 

          At
any time when at least 15% of the shares of Series A Preferred Stock issued on
the Original Issue Date are outstanding, the Company shall not, either directly
or indirectly, do any of the following without (in addition to any other vote
required by law or the Certificate of Incorporation) the written consent or
affirmative vote of the holders of at least 66% of the outstanding shares of
Series A Preferred Stock separately as a class: (i) amend, alter or repeal any
provision of the Certificate of Incorporation or Bylaws in a manner adverse to
rights of the holders of the Shares; (ii) create, authorize, designate or issue
any other shares of any class or series of capital stock of the Company
convertible into or exercisable for any equity security, having rights,
preferences or privileges senior to or on parity with the Shares; or (iii)
purchase or redeem or pay any dividend on any capital stock (other than a
dividend payable only in Common Stock or in any other stock ranking junior to
the Series A Preferred Stock) unless the same ranks junior to the Series A
Preferred Stock with respect to the distribution of assets on the liquidation,
dissolution or winding up of the Company, the payment of dividends and rights of
redemption. 

Restrictions on Transfer 

          The
Shares and the Common Stock into which the Shares are convertible have not been
registered under the Securities Act or any applicable state securities laws and
may not be offered or sold except pursuant to an effective registration
statement or in accordance with an exemption from the registration requirements
of the Securities Act and applicable state securities laws. See “Restrictions on
Transferability of Securities and Other Rights.” 

- 44 -






CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS

          The
Company entered into a Monitoring Fee Agreement, dated July 14, 2008 (as
amended, the “Monitoring Fee Agreement”), with Compass Partners, L.L.C.
(“Compass Partners”), which is the general partner of our majority stockholder,
ExamWorks Holdings, LLLP. In accordance with the Monitoring Fee Agreement,
Compass Partners renders to us monitoring, advisory and consulting services in
relation to our debt and equity offerings, dispositions or acquisitions and
other similar transactions. In consideration of the services provided, we
originally agreed to pay Compass Partners a monitoring fee equal to five percent
of our Adjusted EBITDA (as defined in that certain Credit Agreement, dated July
14, 2008, between us and Bank of America, N.A., as amended from time to time).
In order to, among other things, maximize the amount of cash available to the
Company, the Board of Directors determined that it was in the Company’s and its
stockholders’ best interest to eliminate our obligation to pay Compass Partners
this monitoring fee. Accordingly, the Monitoring Fee Agreement has been amended
to eliminate the ongoing obligation to pay the monitoring fee in exchange for
the one-time issuance of 143,842 shares issued in connection with our recent
offering of Common Stock which concluded on January 7, 2010. Compass Partners
directed us to issue one half of such shares to each of Richard E. Perlman and
James K. Price, our Co-Chairmen and Co-Chief Executive Officers. The
consideration paid represents the present value of projected future cash
payments due to Compass Partners as determined by an independent appraisal
obtained by us. In addition, the Company paid Compass Partners approximately
$290,000 pursuant to the Monitoring Fee Agreement for services rendered prior to
the effectiveness of the amendment described above. 

          Redridge
Finance Group (“Redridge”) provides the Company with financial due diligence
services in connection with the Company’s acquisition program and served as our
financial advisor with respect to our Credit Facility. P&P Investments, LLC
(“P&P”), a company owned by Richard E. Perlman and James K. Price, owns
approximately 33% of Redridge. In 2009, the Company paid approximately $84,000
to Redridge for diligence services and $500,000 in connection with the Credit
Facility. Pursuant to a letter agreement dated December 11, 2009, Richard E.
Perlman and James K. Price agreed to waive any direct or indirect right P&P
has to the fees Redridge received in connection with our Credit Facility.


          The
Company is a party to certain consulting agreements with each of Dr. Edward M.
Decter and Dr. Steven G. Robbins, who are stockholders of the Company, which set
forth the terms and conditions upon which Dr. Decter and Dr. Robbins are
entitled to compensation for IMEs and other services performed by them on behalf
of the Company. In addition, such agreements provide that Dr. Decter and Dr.
Robbins are to be provided with a minimum number of IMEs. In 2009, Dr. Decter
and Dr. Robbins received an aggregate of $819,000 and $360,000 respectively, for
services performed on behalf of the Company pursuant to these arrangements.


- 45 -






PLAN OF DISTRIBUTION

          We
are offering through the Placement Agent, a minimum of 146,627 and a maximum of
814,597 Shares, on a “best efforts minimum/maximum” basis, exclusively to
persons who are “accredited investors” (as defined under Rule 501(a) of
Regulation D under the Securities Act) in a transaction that is intended to be
exempt from the registration requirements of federal securities laws in
accordance with Section 4(2) and Regulation D promulgated thereunder. The price
of one (1) Share is $34.10. The Offering will commence on the date hereof, and
will terminate on the earlier of the date that all of the Series A Preferred
Stock offered hereby are sold, or on April 23, 2010, or such later date as may
be determined by the Company, provided such termination date may not be extended
past May 24, 2010. We may allocate up to 10% of the Maximum Offering to “friends
and family” of the Company. 

          Investors are
required to execute a Subscription Agreement provided with this Memorandum along
with certain other documents, which must be delivered together with the
consideration being tendered by the investor for the Shares. If subscriptions
for the Minimum Offering are not received by the Termination Date, the Offering
will be terminated and all funds received from Subscribers will be returned,
without interest or deduction. Officers, directors, and employees of the Company
and its affiliates and the Placement Agent and its affiliates may purchase the
Shares, which purchases will count towards satisfaction of the Minimum Offering.


          As
consideration for the services rendered and to be rendered by the Placement
Agent in connection with this Offering, the Placement Agent will receive the
following compensation: 

	
       
	
       

	
       
	
      (i)          a
      one-time cash engagement fee of $25,000, which will be credited against
      the Company’s obligations set forth in (iv) below; 

	
       
	
       

	
       
	
      (ii)          a
      cash fee equal to seven percent (7%) and a non-accountable expense
      allowance equal to two percent (2%) of the funds received by the Company
      in connection with this Offering (payable at the time of closing of the
      Offering, or each closing of the Offering, if more than one, the
      “Placement Fee”). The Placement Fee may (at the Placement Agent’s sole
      discretion) be paid in shares of the Series A Preferred Stock;
    

	
       
	
       

	
       
	
      (iii)          a
      warrant to purchase shares of Common Stock equal to nine percent (9%) of
      the total number of shares of Series A Preferred Stock sold in the
      Offering. The warrant will be issued to the Placement Agent (or its
      designee) on the Termination Date based on the number of shares of Series
      A Preferred Stock sold in the Offering, be exercisable for a five-year
      period and have an exercise price of $34.10 per Share; and
  

	
       
	
       

	
       
	
      (iv)          reimbursement
      and payment of reasonable legal fees and expenses related to the Offering
      up to a maximum amount of $35,000. 



          In
addition to payment of the commissions, expense allowances and other
consideration as described above, the Placement Agent will be entitled to
certain rights of first refusal with respect to future offerings by the Company
for a period of 24 months following the completion of this Offering. 

          The
Placement Agent may sell the Shares through other broker-dealers registered with
the Financial Industry Regulatory Authority and may reallocate all or part of
its commission with respect to such sales.

- 46 -






SUBSCRIPTION PROCEDURES

          In
order to subscribe for Shares, each prospective investor will be required to
deliver its subscription amount by wire transfer in the amount of $34.10 per
Share subscribed for (or check as provided below) and sent via the following
wiring instructions: 

	
       
	
       
	
       

	
       
	
      Bank Name:
	
      SunTrust Bank

	
       
	
       
	
       

	
       
	
      ABA #:
	
      061000104

	
       
	
       
	
       

	
       
	
      Account #:
	
      9443001321

	
       
	
       
	
       

	
       
	
      Acct. Name:
	
      Escrow Services Richmond

	
       
	
       
	
       

	
       
	
      Reference #:
	
      ExamWorks Subscription Offering Escrow –

	
       
	
       
	
      Attn: Nickida Colbert (804)
  782-7610



          All
subscription proceeds will be deposited in a non-interest bearing escrow account
and held by the Escrow Agent for the benefit of subscribers pending the receipt
and acceptance by the Company of subscriptions for at least the Minimum Offering
(approximately $5.0 million), as described more completely in the Subscription
Agreement. Subscription Agreements are not binding on the Company until accepted
by the Company, which reserves the right to reject, in whole or in part, in its
sole discretion, any subscription. If the Company rejects all or a portion of
any subscription, a check will be promptly mailed to the subscriber for all, or
the appropriate portion of, the amount submitted with such subscriber’s
subscription, without interest or deduction. The Company will provide a copy of
the escrow agreement between the Company and the Escrow Agent to each
prospective investor upon request.

          It
is essential that each prospective investor who wires money indicates its name
to ensure proper credit. In addition, each prospective investor must carefully
read this Memorandum in its entirety, including all exhibitions and appendices
hereto, and complete and execute the following:

	
       
	
       
	
       

	
       
	
      (1)
	
      The Subscription Agreement attached hereto as Exhibit
      A; 

	
       
	
       
	
       

	
       
	
      (2)
	
      The Confidential Investor Questionnaire attached hereto as
      Exhibit B; 

	
       
	
       
	
       

	
       
	
      (3)
	
      The Investor Rights Agreement attached hereto as
      Exhibit C; 

	
       
	
       
	
       

	
       
	
      (4)
	
      The Joinder to the Stockholders’ Agreement attached hereto
      as Exhibit D; 

	
       
	
       
	
       

	
       
	
      (5)
	
      For United States citizens or residents of the United
      States, an Internal Revenue Service Form
W-9.



          All
completed and executed documents (together with a check for the subscription
amount made payable to SunTrust Bank as Escrow Agent for ExamWorks, Inc., if a
subscriber elects to pay by check) must be delivered to:

	
       
	
       

	
       
	
      Broadband Capital Management,

	
       
	
      712 Fifth Avenue, New York, NY 10019

	
       
	
      Attn: Michael Rapp

	
       
	
      T: (212) 277-5301

	
       
	
      F: (212) 702-9830



          You
may contact Miguel Fernandez de Castro by phone at (404) 952-2417 or by e-mail
at miguel.fernandez@examworks.com with any questions regarding the Company or
the Offering. 

          Any
recipient choosing not to participate in the offering should return this
Memorandum to the above address. 

- 47 -






RESTRICTIONS ON TRANSFERABILITY OF SECURITIES
AND OTHER RIGHTS

          The
Shares offered hereby have not been registered under the Securities Act or
registered or qualified under any state securities laws. The Company is offering
the Shares in reliance upon exemptions from the registration requirements of the
Securities Act and the registration and qualification requirements of applicable
state laws. As a consequence, purchasers may not sell the Shares unless they are
subsequently registered under the Securities Act and registered or qualified
under applicable state laws, or an exemption from such registration and
qualification is available. Any purchaser of the Shares must bear the economic
risk of its investment in the Shares for an indefinite period of time. All
certificates representing the Shares will bear a legend reflecting the
restrictions on transferability described above and will be subject to
stop-transfer orders on the Company’s records. There is currently no public
market for the Shares, and no assurance can be given that a public market will
develop in the future. 

          The
Shares will also be subject to certain restrictions contained in the Investor
Rights Agreement and the Stockholders’ Agreement to be executed by each investor
in connection with the Offering. A form of the Investor Rights Agreement and the
Stockholders’ Agreement are attached hereto as Exhibit C and Exhibit
D, respectively. 

          EACH
PROSPECTIVE INVESTOR SHOULD OBTAIN THE ADVICE OF THE INVESTOR’S ATTORNEY, TAX
CONSULTANT AND/OR BUSINESS ADVISOR WITH RESPECT TO THE LEGAL, FINANCIAL AND TAX
ASPECTS OF THIS INVESTMENT PRIOR TO SUBSCRIBING FOR THE SHARES. 

Investor Rights Agreement 

          Purchasers of
the Series A Preferred Stock and the Company will enter into an Investor Rights
Agreement effective as of the closing of the Offering. The summary of certain
terms and provisions of the Investor Rights Agreement contained herein does not
purport to be complete and is subject to, and qualified in its entirety by
reference to the Investor Rights Agreement, attached as Exhibit C hereto
and incorporated by reference herein. The Investor Rights Agreement will provide
for, among other things, the following: 

Required IPO 

          Unless there
has been a Liquidation Event or a Deemed Liquidation Event, the Company shall be
required to file for an IPO within 18 months of the Termination Date and to
consummate such IPO within 24 months of such date, subject to certain limited
exceptions. For each month (or any pro rata portion of any month) the Company
fails to meet either of these targets, the Company shall pay to the holders of
the Shares a cash penalty of 2% of the purchase price paid by such holder solely
for such period following the applicable deadline it fails to file for or
consummate the IPO, as applicable, payable in arrears at the end of such month
(or the pro rata portion thereof). The payment of this penalty is subordinated
to the rights of the lenders under our credit facility and may only be paid to
the extent that we are not in default under such facility (including with
respect to the financial covenants contained therein) and the payment of such
penalty would not result in a default under such facility (including with
respect to such financial covenants). If as a result of the foregoing, we are
unable to make a penalty payment if and when due, such payment will be accrued
and we will be required to pay all accrued and unpaid penalty payments as soon
as we are permitted to do so in accordance with the Investor Rights Agreement
(including Exhibit A thereto). 

- 48 -






Mandatory Registration 

          In
connection with any IPO, the Company shall use its best efforts to include in
the registration statement related to such IPO, if so requested by the holders
of Shares after notice and to the extent other Company stockholders are
participating in such IPO as selling Stockholders, such number of shares of
Common Stock underlying the Shares (the “Registrable Securities”) as is
proportionate to shares included on behalf of other selling stockholders,
subject to certain limitations. 

Deferral of Registration 

          The
Company has the right (without incurring any penalty described in “Required
IPO”) to defer the filing of the registration statement related to the IPO or
the consummation of such IPO for a period of not more than 90 days after the
date the Company is required to file for or to consummate such IPO if, in the
good faith judgment of the Board of Directors, it would be seriously detrimental
to the Company and its stockholders for the IPO registration statement to be
filed or for the Company to consummate the IPO. 

Piggyback Registration 

          If
the Company proposes to conduct any public offering (other than the IPO) of its
Common Stock, holders of Registrable Securities will be entitled to certain
“piggyback” registration rights on all such subsequent registration statements.
Notwithstanding the foregoing, however, the Company has the right to terminate
or withdraw any such subsequent registration statement, whether or not any
holder of Registrable Securities has elected to include Registrable Securities
in such registration (in which case the Company shall pay the expenses of such
withdrawn registration). 

Expenses 

          The
registration expenses with respect to such IPO or other offering that includes
Registrable Securities (exclusive of stock transfer taxes, underwriting
discounts and commissions) will be borne by the Company. The Company will also
pay the reasonable fees and expenses of one special counsel to represent all the
participating selling stockholders. 

Lock-up 

          Investors
shall agree in connection with any IPO, if so requested by the managing
underwriter, not to sell or transfer any shares of Common Stock of the Company
(excluding shares acquired in or following the IPO) for a period of up to 180
days following the IPO (provided all directors and officers of the Company and
holders of 5% of the Company stock agree to the same lock-up). Such lock-up
agreement shall provide that any discretionary waiver or termination of the
restrictions of such agreements by the Company or representatives of the
underwriters shall apply, pro rata, to all holders of the Series A Preferred
Stock. 

Termination of Registration Rights 

          The
rights of any holder of Shares to request registration of the Registrable
Securities shall terminate upon the earlier of (i) five years after the IPO;
(ii) the occurrence of a Liquidation Event; or (iii) when all of such holder’s
Registrable Securities could be sold without restriction under Rule 144 of the
Securities Act within any 90-day period. 

- 49 -






Information Rights 

          Any
holder of at least 146,628 shares of Series A Preferred Stock will be granted
access to Company facilities and personnel during normal business hours for a
proper purpose and with reasonable advance notification. The Company will
deliver to all holders of Series A Preferred Stock annual and quarterly
financial statements and other customary information regarding the Company.


Termination 

          All
rights under the Investor Rights Agreement, other than registration rights, if
any, shall terminate immediately prior to the consummation of an IPO or a
Liquidation Event, or upon the agreement of the Company and of holders of more
than 66 2/3% of the shares of Series A Preferred Stock. 

Stockholders’ Agreement 

          Purchasers of
the Series A Preferred Stock will enter into a Joinder to the Stockholders’
Agreement as of the closing of the Offering. The Stockholders’ Agreement will be
amended as of the initial closing of the Offering to provide that all holders of
Series A Preferred Stock shall have the same rights and be subject to the same
provisions and restrictions as holders of the Common Stock as set forth in the
Stockholders’ Agreement. The following is a summary of certain terms and
provisions of the Stockholders’ Agreement. This summary does not purport to be
complete and is subject to, and qualified in its entirety by reference to the
Stockholders’ Agreement and the Joinder, attached as Exhibit D hereto,
both of which are incorporated by reference herein. 

          The
Stockholders’ Agreement contains, among other things, voting requirements, the
agreement among our stockholders to restrict their ability to transfer Common
Stock and Series A Preferred Stock (collectively, “Stock”), as well as rights of
first refusal and come-along and co-sale rights. In addition, the amendment to
the Stockholders’ Agreement will provide that, when calculating the number of
shares of Stock held by a stockholder (or any other calculation based thereon),
all shares of the Series A Preferred Stock will be deemed to have been converted
into Common Stock at the conversion ratio then in effect. 

Voting Requirements and Transfer of the Stock 

          For
a period of 10 years from the initial date of the Stockholders’ Agreement (July
14, 2008), stockholders are required to vote all shares of their Stock in favor
of director nominees designated by ExamWorks Holdings, LLLP (“Holdings”). No
stockholder may transfer any of its shares unless the transferee agrees to be
bound by the terms of the Stockholders’ Agreement and such transfer is permitted
by the terms of the Stockholders’ Agreement. Notwithstanding the foregoing
limitation, holders of Stock have the right to transfer their shares to their
spouses and children or a trust or other entity whose beneficiaries include only
the stockholder and his/her spouse, children and other descendants,
provided that such transferee becomes a party to the Stockholders’
Agreement. 

Right of First Refusal 

          Under the
Stockholders’ Agreement, the parties have granted each other a right of first
refusal on their respective Stock. Thus, a stockholder who wants to sell any
portion of his/her Stock to a third party must offer those shares first to the
Company and then the existing stockholders at the same price being offered by
such third party. Stockholders may purchase the offered shares on a pro rata
basis. If the Company or the existing shareholders fail to buy the Stock, the
Stock may be sold to the third party. 

- 50 -






Come-Along Rights 

          In
the event Holdings wishes to sell any portion of its Stock to a third party,
which agrees to purchase 100% of the remaining Stock (or to cause the Company to
redeem all of the remaining Stock), Holdings can require the other shareholders
to also sell their Stock at the same price, and under the same terms and
conditions. Notwithstanding the foregoing, however, holders of the Series A
Preferred Stock will not be obligated to sell their shares of Series A Preferred
Stock to such third party (or to the Company, as may be applicable) unless they
receive consideration equal to at least the Series A Liquidation Amount, as
defined in the Certificate of Designation. In addition, if the third party has
not specified a proposed purchase price for the shares of Series A Preferred
Stock, the price that the third party (or the Company, as may be applicable)
will be required to pay for each acquired share of Series A Preferred Stock will
be determined based on the conversion ratio of the Series A Preferred Stock as
if such Shares had been converted to Common Stock in accordance with the terms
of the Certificate of Designation. 

Co-Sale Rights 

          The
Stockholders’ Agreement also gives minority stockholders the right to
participate on a pro rata basis in any sale by Holdings of any portion of its
Stock. Holdings must give advance notice to the stockholders before such
proposed sale, setting forth, among other things, the proposed purchase price of
such Stock. In the event Holdings is not proposing to sell any shares of the
Series A Preferred Stock, then the purchase price for each Share a stockholder
desires to sell will be determined based on the conversion ratio of the Series A
Preferred Stock as if such Shares had been converted to Common Stock in
accordance with the terms of the Certificate of Designation. 

Amending the Stockholders’ Agreement 

          The
Stockholders’ Agreement may be amended with the consent of the Company and the
stockholders owning a majority of the issued and outstanding Stock, voting as a
single class. Notwithstanding the foregoing, however, the Stockholders’
Agreement may not be amended or terminated in a manner that would be materially
adverse to any stockholder without the consent of the affected stockholder.


Termination of the Stockholders’ Agreement 

          The
Stockholders’ Agreement will terminate upon the occurrence of any of the
following: 

	
       
	
       

	
      •
	
      the voluntary written agreement of all of the parties to
      the Stockholders’ Agreement;

	
      •
	
      in the event the Company is dissolved or enters bankruptcy
      proceedings;

	
      •
	
      an Initial Public Offering (as defined in the
      Stockholders’ Agreement); 

	
      •
	
      there being only one equitable owner of all the issued and
      outstanding shares of shares of Stock; or

	
      •
	
      a merger, consolidation or share exchange if the Company
      is not the surviving or successor corporation.




- 51 -






INVESTOR SUITABILITY STANDARDS

          A
purchase of the Shares involves a high degree of risk and is suitable only for
persons of substantial financial means who have no need for liquidity and can
afford to lose his, her or its entire investment. The Shares have not been
registered for sale under the Securities Act or applicable state securities laws
in reliance upon certain exemptions from the registration requirements thereof
and thus will not be available for public resale unless the Company makes a
public offering of its securities, as to which no assurance can be given. The
Shares will be offered and sold only to qualified purchasers who are “accredited
investors” as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act. 

          These
standards require that before any sale of Shares can be made by the Company, the
Company must have evidence that each investor has knowledge and experience in
financial and business matters such that he, she or it is capable of evaluating
the merits and risks of the prospective investment. The Company will make
reasonable inquiry to determine that each investor is acquiring the securities
for his, her or its own account and not with a view to resale and will take
appropriate steps to preclude a disposition of the securities to ensure that the
investor is not an “underwriter” within the meaning of Section 2(11) of the
Securities Act. Each investor will be required to execute a Subscription
Agreement and other documents to evidence his, her or its investment intent.


          The
suitability standards referred to above represent minimum suitability
requirements for prospective investors, and the satisfaction of such standards
by a prospective investor does not necessarily mean the Shares are a suitable
investment for such investor. 

          Accredited
investors include the following: 

          1.
Any natural person whose individual net worth or joint net worth with that
person’s spouse at the time of purchase exceeds $1,000,000; 

          2.
Any natural person who had an individual income in excess of $200,000 in each of
the two most recent years and who reasonably expects an income reaching the same
level in the current year; 

          3.
Any natural person who had a joint income with that person’s spouse in excess of
$300,000 in each of the two most recent years and who reasonably expects an
income reaching the same level in the current year; 

          4. A
director or executive officer of the Company; 

          5.
Certain institutional investors, including, among others, banks, insurance
companies and employee benefit plans that meet certain specifications;


          6.
Private business development companies, as defined in the Investment Company Act
of 1940, as amended; 

          7.
Organizations described in Section 501(c)(3) of the Internal Revenue Code not
formed for the specific purpose of acquiring the Shares, with total assets
exceeding $5,000,000; and 

          8.
Any entity in which all the equity owners are accredited investors. 

          In
the event an investor does not meet the qualifications of an accredited
investor, he, she or it may not purchase the Shares. 

- 52 -






          The
Company shall have the right to refuse a subscription for Shares for any or no
reason. The Company shall have the right to reject a subscription if, in its
sole discretion, it believes the prospective investor does not meet the
suitability requirements or the Shares are otherwise an unsuitable investment
for the prospective investor. Acceptance of a subscription for Shares does not
constitute a determination by the Company that the investment is suitable for
the prospective investor. 

          If the
Company is incorrect in its assumption as to the circumstances of a particular
prospective investor, then delivery of this Memorandum to such prospective
investor shall not be deemed to be an offer, and this Memorandum shall be
returned to the Company immediately. 

- 53 -






EXHIBIT B
to Consent Agreement to Loan
and Security Agreement

Certificate of Designation

(see attached)






EXAMWORKS, INC.

AMENDED 
CERTIFICATE OF DESIGNATION

establishing the 
Voting Powers, Designations, Preferences, Limitations,

Restrictions and Relative Rights 
of 
Series A Convertible Preferred
Stock 
of 
ExamWorks, Inc.

Pursuant to Section 151 of the 
Delaware General
Corporation Law

          ExamWorks,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware (the “Corporation”), in accordance with the
provisions of Sections 103 and 151 thereof, DOES HEREBY
CERTIFY:

          That pursuant
to the authority vested in the Board of Directors of the Corporation (the
“Board of Directors”) in accordance with the provisions of Article IV of
the Amended and Restated Certificate of Incorporation of the Corporation (the
“Certificate of Incorporation”), the Board of Directors duly adopted the
following resolution on March 8, 2010 creating a series of 1,054,837 shares of
Preferred Stock, designated as “Series A Convertible Preferred Stock”:


          RESOLVED,
that pursuant to the authority vested in the Board of Directors in accordance
with the provisions of the Certificate of Incorporation, a series of Preferred
Stock, par value $0.0001 per share, of the Corporation be and hereby is created,
and that the designation and number of shares thereof, and the voting and other
powers, preferences and other rights of the shares of such series, and the
qualifications, limitations and restrictions thereof, are as follows:


SERIES A CONVERTIBLE PREFERRED
STOCK

          A.     Designation
and Amount. The designation of this series of convertible preferred stock
shall be 1,054,837 shares of “Series A Convertible Preferred Stock,” with a par
value of $0.0001 per share (hereinafter called the “Series A Stock”).


          B.     Rights,
Preferences, Privileges and Restrictions of Series A Stock. The rights,
preferences, privileges and restrictions granted to and imposed on the Series A
Stock are as follows: 

                  1.     Dividend
Provisions. 

                          1.1     Commencing
on the earlier of (i) the date on which at least 967,741 shares of the Series A
Stock are issued by the Corporation or (ii) May 24, 2010 (such date, the
“Termination Date”), the holders of shares of Series A Stock shall be
entitled to receive, prior and in preference to the declaration or payment of
any dividend or distribution to the holders of the Corporation’s common stock,
par value $0.0001 per share (the “Common Stock”) or any other shares or
securities of the Corporation ranking junior to the Series A Stock with respect
to the payment of dividends or the distribution of assets on liquidation
(“Junior Securities”) dividends which shall accrue at a rate per annum
(computed on the basis of a 365-day year for the actual number of days elapsed)
of twelve percent (12%) of the Original Price (as defined below), compounded
annually (whether or not earned or declared); provided, however, that dividends
shall stop accruing as of the Redemption Date (as defined below) with respect to
any and all shares for which the Corporation has deposited the Redemption Price
(as defined below) on or before the Redemption Date pursuant to Section B.3.4.
hereof. Dividends under this Section B.1.1. shall only be payable (i) in the
event of a Liquidation Event or Deemed Liquidation Event (each as defined below)
or (ii) in the event the Series A Stock is redeemed pursuant to Section B.3.
below. The “Original Issue Price” shall mean $34.10 per share of Series A
Stock, subject to appropriate adjustment in the event of any stock dividend,
stock split, combination or other similar recapitalization with respect to the
Series A Stock. 

2






                        1.2
     In addition to and not in limitation of the
dividends provided for in Section B.1.1., the holders of Series A Stock
shall first receive, or simultaneously receive, dividends and other
distributions equivalent to those declared or paid on Common Stock or any other
Junior Securities, determined as if the Series A Stock had been converted into
Common Stock at the then effective Conversion Price (as defined below) (or, in
the case of dividends or distributions on securities other than Common Stock,
determined on a comparable basis), and payable when, as and if declared by the
Board of Directors on such Common Stock or other Junior Securities 

                        1.3     Notwithstanding
anything herein to the contrary, in no event shall holders of Series A Stock
receive any dividends or distributions in a lesser amount than the amount
received by holders of any Junior Securities or less than they would have
received if they had converted such Series A Stock into Common Stock immediately
prior to such dividend or distribution (other than dividends or distributions
payable solely in shares of Common Stock as part of a stock split). 

                        1.4     The
repurchase, redemption or other acquisition or retirement for value of any
shares of capital stock of the Corporation deemed to occur upon the exercise or
exchange of stock options, warrants or other similar rights to the extent such
shares of capital stock represent a portion of the exercise or exchange price of
those stock options, warrants or similar rights, and the repurchase, redemption
or other acquisition or retirement of shares of capital stock made in lieu of
withholding taxes resulting from the exercise or exchange of stock options,
warrants or other similar rights, shall not constitute a dividend for purposes
of this Section B.1. 

          2.     Liquidation
Preference. 

                        2.1     Payments
to Holders of Series A Preferred Stock. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation (each, a
“Liquidation Event”), the holders of shares of Series A Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders before any payment shall be made
to the holders of Common Stock or any other Junior Securities by reason of their
ownership thereof, an amount per share equal to the greater of (i) one (1) times
the Original Issue Price, plus any accrued and unpaid dividends and any other
dividends declared but unpaid thereon, or (ii) such amount per share as would
have been payable had all shares of Series A Stock been converted into Common
Stock pursuant to Section B.4. immediately prior to such Liquidation Event (the
amount payable pursuant to this sentence is hereinafter referred to as the
“Series A Liquidation Amount”). If upon any such Liquidation Event, the
assets of the Corporation available for distribution to its stockholders shall
be insufficient to pay the holders of shares of Series A Stock the full amount
to which they shall be entitled under this Section B.2.1., the holders of shares
of Series A Stock shall share ratably in any distribution of the assets
available for distribution in proportion to the respective amounts which would
otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full. 

3






                     2.2     Payments
to Holders of Common Stock. In the event of any Liquidation Event, after the
payment of all preferential amounts required to be paid to the holders of shares
of Series A Stock, the remaining assets of the Corporation available for
distribution to its stockholders shall be distributed among the holders of
shares of Common Stock and Junior Securities, pro rata based on the number of
shares held by each such holder, as applicable, in accordance with their
respective terms. 

                     2.3     Deemed
Liquidation Events.

                               (a)     Definition.
Each of the following events shall be considered a “Deemed Liquidation
Event”:

                                         (i)     a
merger or consolidation in which the Corporation is a constituent party; except
any such merger or consolidation in which the shares of capital stock of the
Corporation outstanding immediately prior to such merger or consolidation
continue to represent, or are converted into or exchanged for shares of capital
stock that represent, immediately following such merger or consolidation, at
least a majority, by voting power, of the capital stock of (1) the surviving or
resulting corporation or (2) if the surviving or resulting corporation is a
wholly owned subsidiary of another company immediately following such merger or
consolidation, the parent company of such surviving or resulting corporation
(provided, that, for the purpose of this Section B.2.3.(a)(i), all shares of
Common Stock issuable upon exercise of options, warrants or similar rights
outstanding immediately prior to such merger or consolidation or upon conversion
of the Series A Stock outstanding immediately prior to such merger or
consolidation shall be deemed to be outstanding immediately prior to such merger
or consolidation and, if applicable, converted or exchanged in such merger or
consolidation on the same terms as the actual outstanding shares of Common Stock
are converted or exchanged); or 

                                         (ii)     the
sale, lease, transfer or other disposition, in a single transaction or series of
related transactions, by the Corporation of all or substantially all the assets
of the Corporation, except where such sale, lease, transfer or other disposition
is to a majority-owned subsidiary of the Corporation. 

4






                     2.4     Effecting
a Deemed Liquidation Event. 

                               (a)     The
Corporation shall not have the power to effect a Deemed Liquidation Event
referred to in Section B.2.3.(a)(i) unless the agreement or plan of merger or
consolidation for such transaction provides that the consideration payable to
the stockholders of the Corporation shall be allocated among the holders of
capital stock of the Corporation in accordance with Sections B.2.1. and B.2.2.


                               (b)     In
the event of a Deemed Liquidation Event referred to in Section B.2.3.(a)(ii), if
the Corporation does not effect a dissolution of the Corporation under the
Delaware General Corporation Law within 90 days after such Deemed Liquidation
Event, then (y) the Corporation shall send a written notice to each holder of
Series A Stock no later than the 90th day after the Deemed Liquidation Event
advising such holders of their right (and the requirements to be met to secure
such right) pursuant to the terms of the following clause (z) to require the
redemption of such shares of Series A Stock, and (z) the Corporation shall use
the consideration received by the Corporation for such Deemed Liquidation Event
(net of any retained liabilities associated with the assets sold, leased,
transferred or otherwise disposed of, as determined in good faith by the Board
of Directors of the Corporation), together with any other assets of the
Corporation available for distribution to its stockholders (the “Available
Proceeds”), to the extent legally available therefor, on the 150th day after
such Deemed Liquidation Event, to redeem all outstanding shares of Series A
Stock at a price per share equal to the Series A Liquidation Amount.
Notwithstanding the foregoing, in the event of a redemption pursuant to the
preceding sentence, if the Available Proceeds are not sufficient to redeem all
outstanding shares of Series A Stock, the Corporation shall redeem a pro rata
portion of each holder’s shares of Series A Stock to the fullest extent of such
Available Proceeds, based on the respective amounts which would otherwise be
payable in respect of the shares to be redeemed if the Available Proceeds were
sufficient to redeem all such shares, and shall redeem the remaining shares to
have been redeemed as soon as practicable after the Corporation has funds
legally available therefor. The provisions of Section B.3. shall apply, with
such necessary changes in the details thereof as are necessitated by the
context, to the redemption of the Series A Stock pursuant to this Section
B.2.4.(b). Prior to the distribution or redemption provided for in this Section
B.2.4.(b), the Corporation shall not expend, transfer or dissipate the
consideration received for such Deemed Liquidation Event, except to discharge
expenses incurred in connection with such Deemed Liquidation Event or in the
ordinary course of business. 

                     2.5     Amount
Deemed Paid or Distributed. The amount deemed paid or distributed to the
holders of capital stock of the Corporation upon any Liquidation Event or Deemed
Liquidation Event shall be the cash or the value of the property, rights or
securities paid or distributed to such holders by the Corporation or the
acquiring person, firm or other entity. The value of such property, rights or
securities shall be determined in good faith by the Board of Directors of the
Corporation. 

          3.     Redemption
Rights. 

                     3.1     The
Corporation shall have the right at any time, and from time to time, during the
Redemption Period (as defined below) to redeem all, and not less than all, of
the outstanding shares of Series A Stock (the “Redemption Shares”) at a
per share price (the “Redemption Price”) in cash equal to the Conversion
Price as of the Redemption Date (as defined below) multiplied by 1.75.


5






                     3.2     The
redemption right set forth in Section B.3.1. above shall be exercised by the
Corporation by providing written notice of such redemption (the “Redemption
Notice”) to each holder of record (as of the close of business on the
business day preceding the date of the Redemption Notice) of shares of Series A
Stock at the address last shown on the records of the Corporation for such
holder or given by the holder to the Corporation for the purpose of notice, at
least 30 days, but no more than 60 days prior to the date on which such
redemption shall take place (“Redemption Date”). The Redemption Notice
shall specify the number of shares that will be redeemed, the Redemption Price,
the place at which payment may be obtained for redeemed shares and such other
information as the Corporation may deem advisable to provide regarding the
redemption of the Redemption Shares. 

                     3.3     Three
days prior to the Redemption Date, the Corporation shall deposit the Redemption
Price for all Redemption Shares not yet redeemed or converted, with a bank or
trust company having aggregate capital and surplus in excess of $500,000,000 as
a trust fund for the benefit of the respective holders of the shares designated
for redemption and not yet redeemed or converted. Simultaneously, the
Corporation shall deposit irrevocable instructions and authority with such bank
or trust company to pay, on and after the Redemption Date, the Redemption Price
of the Redemption Shares to the holders thereof upon surrender of their
certificates. The balance of any monies deposited by the Corporation pursuant to
this paragraph remaining unclaimed at the expiration of six months following the
Redemption Date shall thereafter be returned to the Corporation, provided that
the stockholder to whom such monies would be payable hereunder shall be entitled
to receive such monies upon proof of ownership of the Series A Stock.


                     3.4     The
“Redemption Period” shall mean any time on or after the third anniversary
of the Termination Date and prior to the consummation of a Liquidation Event,
Deemed Liquidation Event or Qualified Public Offering (as defined below).


          4.     Optional
Conversion. 

                 The
holders of Series A Stock shall have conversion rights as follows (the
“Conversion Rights”): 

                     4.1     Right
to Convert. 

                               (a)     Conversion
Ratio. Each share of Series A Stock shall be convertible, at the option of
the holder thereof at any time after the date of issuance of such share, in each
case at the office of the Corporation or any transfer agent for the Series A
Stock, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing the Original Issue Price by the Conversion Price at
the time in effect for such shares. The initial “Conversion Price” per
share for shares of Series A Stock shall be the Original Issue Price; provided,
however, such Conversion Price and the rate at which shares of Series A Stock
may be converted into shares of Common Stock, shall be subject to adjustment as
provided below. 

6






                               (b)     Termination
of Conversion Rights. In the event of a notice of redemption of any shares
of Series A Stock pursuant to Section B.3., the Conversion Rights of the shares
designated for redemption shall terminate at the close of business on the last
full day preceding the Redemption Date, unless the Redemption Price is not fully
paid on such Redemption Date, in which case the Conversion Rights for such
shares shall continue until such price is paid in full. In the event of a
Liquidation Event or a Deemed Liquidation Event, the Conversion Rights shall
terminate at the close of business on the last full day preceding the date fixed
for the payment of any such amounts distributable on such event to the holders
of Series A Stock. 

                     4.2     Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion
of the Series A Stock. In lieu of any fractional shares to which the holder
would otherwise be entitled, the Corporation shall pay cash equal to such
fraction multiplied by the fair market value of a share of Common Stock as
determined in good faith by the Board of Directors of the Corporation.


                     4.3     Mechanics
of Conversion.

                               (a)          Notice
of Conversion. In order for a holder of Series A Stock to voluntarily
convert shares of Series A Stock into shares of Common Stock, such holder shall
surrender the certificate or certificates for such shares of Series A Stock (or,
if such registered holder alleges that such certificate has been lost, stolen or
destroyed, a lost certificate affidavit and agreement reasonably acceptable to
the Corporation to indemnify the Corporation against any claim that may be made
against the Corporation on account of the alleged loss, theft or destruction of
such certificate), at the office of the transfer agent for the Series A Stock
(or at the principal office of the Corporation if the Corporation serves as its
own transfer agent), together with written notice that such holder elects to
convert all or any number of the shares of the Series A Stock represented by
such certificate or certificates and, if applicable, any event on which such
conversion is contingent. Such notice shall state such holder’s name or the
names of the nominees in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. If required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
reasonably satisfactory to the Corporation, duly executed by the registered
holder or his, her or its attorney duly authorized in writing. The close of
business on the date of receipt by the transfer agent (or by the Corporation if
the Corporation serves as its own transfer agent) of such certificates (or lost
certificate affidavit and agreement) and notice shall be the time of conversion
(the “Conversion Time”), and the shares of Common Stock issuable upon
conversion of the shares represented by such certificate shall be deemed to be
outstanding of record as of such date. The Corporation shall, as soon as
practicable after the Conversion Time, (i) issue and deliver to such holder of
Series A Stock, or to his, her or its nominees, a certificate or certificates
for the number of full shares of Common Stock issuable upon such conversion in
accordance with the provisions hereof and a certificate for the number (if any)
of the shares of Series A Stock represented by the surrendered certificate that
were not converted into Common Stock, (ii) pay in cash such amount as provided
in Section B.4.2 in lieu of any fraction of a share of Common Stock otherwise
issuable upon such conversion and (iii) pay any declared but unpaid dividends
that such holder is entitled to pursuant to Section B.1.2. 

7






                         (b)     Reservation
of Shares. The Corporation shall at all times when the Series A Stock shall
be outstanding, reserve and keep available out of its authorized but unissued
capital stock, for the purpose of effecting the conversion of the Series A
Stock, such number of its duly authorized shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding Series A
Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of the Series A Stock, the Corporation shall take such corporate action
as may be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to the Certificate of
Incorporation. Before taking any action which would cause an adjustment reducing
the Conversion Price below the then par value of the shares of Common Stock
issuable upon conversion of the Series A Stock, the Corporation will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Corporation may validly and legally issue fully paid and nonassessable
shares of Common Stock at such adjusted Conversion Price. 

                         (c)     Effect
of Conversion. All shares of Series A Stock which shall have been
surrendered for conversion as herein provided shall no longer be deemed to be
outstanding and all rights with respect to such shares shall immediately cease
and terminate at the Conversion Time, except only the right of the holders
thereof to receive shares of Common Stock in exchange therefor, to receive
payment in lieu of any fraction of a share otherwise issuable upon such
conversion as provided in Section B.4.2. and to receive payment of any dividends
declared but unpaid that such holder is entitled to pursuant to Section B.1.2.
Any shares of Series A Stock so converted shall be retired and cancelled and may
not be reissued as shares of such series, and the Corporation may thereafter
take such appropriate action (without the need for stockholder action) as may be
necessary to reduce the authorized number of shares of Series A Stock
accordingly. 

                         (d)     No
Further Adjustment. Upon any such conversion, no adjustment to the
Conversion Price shall be made for any accrued and unpaid or declared but unpaid
dividends on the Series A Stock surrendered for conversion or on the Common
Stock delivered upon conversion. 

                         (e)     Taxes.
The Corporation shall pay any and all issue and other similar taxes that may be
payable in respect of any issuance or delivery of shares of Common Stock upon
conversion of shares of Series A Stock pursuant to this Section B.4. The
Corporation shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of shares of
Common Stock in a name other than that in which the shares of Series A Stock so
converted were registered, and no such issuance or delivery shall be made unless
and until the person or entity requesting such issuance has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid. 

                         (f)     Qualified
Public Offering. Notwithstanding anything herein to the contrary, if a
conversion notice is delivered to the Corporation following the filing of a
registration statement with the Securities and Exchange Commission in connection
with a Qualified Public Offering, the conversion may, at the option of the
Company, be conditioned upon the closing of such Qualified Public Offering, in
which event the person(s) entitled to receive the shares issuable upon such
conversion shall not be deemed to have converted such shares until following the
closing of such Qualified Public Offering pursuant to Section B.5. 

8






                    4.4     Adjustments
to Conversion Price of Series A Stock for Certain Diluting Issues. 

                              (a)     Special
Definitions. For purposes of this Section B.4.4. the following definitions
shall apply: 

                                      (i)     ”Options"
shall mean rights, options or warrants to subscribe for, purchase or otherwise
acquire either Common Stock or Convertible Securities (as defined below).


                                      (ii)     ”Convertible
Securities” shall mean any evidence of indebtedness, shares or other
securities directly or indirectly convertible into or exchangeable for Common
Stock. 

                                      (iii)     ”Additional
Shares of Common Stock” shall mean all Common Stock issued (or, pursuant to
subsection B.4.4.(c), deemed to be issued) by the Corporation after the
Termination Date, other than (1) the following shares of Common Stock and (2)
shares of Common Stock deemed issued pursuant to the following Options and
Convertible Securities (clauses (1) and (2), collectively, “Exempted
Securities”): 

	
       
	
       

	
       
	
                                             (A)     Series
      A Stock and shares of Common Stock, Options or Convertible Securities
      issued upon conversion of or as a dividend or distribution on the Series A
      Stock; 

	
       
	
       

	
       
	
                                             (B)     shares
      of Common Stock, Options or Convertible Securities issued to officers,
      directors or employees of, or consultants, advisors or agents to, the
      Corporation or any of its subsidiaries pursuant to stock agreements,
      purchase plans, employee incentive programs, stock options or warrants
      approved by the Board of Directors of the Corporation; provided, however,
      that the price or exercise or conversion price for such securities, as
      applicable, shall not be less than fair market value at the time of
      issuance, as determined in good faith by the Board of Directors of the
      Corporation and such issuances shall not exceed the greater of (i) the
      number of shares of Common Stock reserved for issuance under the
      Corporation’s 2008 Stock Option Plan and (ii) collectively with the
      issuances under Section B.4.4.(a)(iii)(F), (G) and (H) in the aggregate,
      twenty percent (20%) of the then outstanding shares of Common Stock
      (treating for this purpose as outstanding all shares of Common Stock
      issuable upon exercise of Options outstanding immediately prior to such
      issue or upon conversion or exchange of Convertible Securities (including
      the Series A Stock) outstanding (assuming exercise of any outstanding
      Options therefor) immediately prior to such issuance); 

	
       
	
       

	
       
	
                                             (C)     shares
      of Common Stock or Convertible Securities actually issued upon the
      exercise of Options or shares of Common Stock actually issued upon the
      conversion or exchange of Convertible Securities, in each case provided
      such issuance is pursuant to the terms of such Option or Convertible
      Security;



9







	
       
	
       

	
       
	
                                             (D)     shares
      of Common Stock, Options or Convertible Securities issued by reason of a
      dividend, stock split, split-up or other distribution of shares of Common
      Stock that is covered by Sections B.4.5., B.4.6., B.4.7. or B.4.8. below;
      

	
       
	
       

	
       
	
                                             (E)     shares
      of Common Stock, Options or Convertible Securities issued as all or part
      of the consideration for the acquisition (whether by merger or otherwise)
      by the Corporation of stock or assets of any other entity in a transaction
      approved by the Board of Directors; 

	
       
	
       

	
       
	
                                             (F)     shares
      of Common Stock, Options or Convertible Securities issued to banks,
      equipment lessors or other financial institutions, or to real property
      lessors, pursuant to a debt financing, equipment leasing or real property
      leasing transaction approved by the Board of Directors of the Corporation;
      provided, however, that such issuance, collectively with the issuances
      under Section B.4.4.(a)(iii)(G) and (H) in the aggregate, does not exceed
      twenty percent (20%) of the then outstanding shares of Common Stock
      (treating for this purpose as outstanding all shares of Common Stock
      issuable upon exercise of Options outstanding immediately prior to such
      issue or upon conversion or exchange of Convertible Securities (including
      the Series A Stock) outstanding (assuming exercise of any outstanding
      Options therefor) immediately prior to such issuance); 

	
       
	
       

	
       
	
                                             (G)     shares
      of Common Stock, Options or Convertible Securities issued to suppliers or
      third party service providers in connection with the provision of goods or
      services pursuant to transactions approved by the Board of Directors of
      the Corporation; provided, however, (x) that the price or exercise or
      conversion price for such securities, as applicable, shall not be less
      than fair market value at the time of issuance, as determined in good
      faith by the Board of Directors of the Corporation and (y) such issuances,
      collectively with the issuances under Section B.4.4.(a)(iii)(B), (F) and
      (H) in the aggregate, does not exceed twenty percent (20%) of the then
      outstanding shares of Common Stock (treating for this purpose as
      outstanding all shares of Common Stock issuable upon exercise of Options
      outstanding immediately prior to such issue or upon conversion or exchange
      of Convertible Securities (including the Series A Stock) outstanding
      (assuming exercise of any outstanding Options therefor) immediately prior
      to such issuance); 

	
       
	
       

	
       
	
                                             (H)     shares
      of Common Stock, Options or Convertible Securities issued pursuant to any
      transaction determined by the Board of Directors to be strategic;
      provided, however, that (x) such issuance is approved by the Board of
      Directors, (y) such issuance is not for the principal purpose of raising
      equity capital and (z) such issuance, collectively with the issuances
      under Section B.4.4.(a)(iii)(B), (F) and (G) in the aggregate, does not
      exceed twenty percent (20%) of the then outstanding shares of Common Stock
      (treating for this purpose as outstanding all shares of Common Stock
      issuable upon exercise of Options outstanding immediately prior to such
      issue or upon conversion or exchange of Convertible Securities (including
      the Series A Stock) outstanding (assuming exercise of any outstanding
      Options therefor) immediately prior to such issuance);
  and



10







	
       
	
       

	
       
	
                                             (I)     shares
      of Common Stock, Options or Convertible Securities issued pursuant to
      warrants issued to Broadband Capital Management LLC in connection with the
      private placement of the Series A Stock. 



                         (b)     No
Adjustment of Conversion Price. No adjustment in the Conversion Price shall
be made as the result of the issuance or deemed issuance of Additional Shares of
Common Stock if the Corporation receives written notice from the holders of at
least 66% of the then outstanding shares of Series A Stock agreeing that no such
adjustment shall be made as the result of the issuance or deemed issuance of
such Additional Shares of Common Stock. 

                         (c)     Deemed
Issue of Additional Shares of Common Stock. 

                                  (i)            If
the Corporation at any time or from time to time after the Termination Date
shall issue any Options or Convertible Securities (excluding Options or
Convertible Securities which are themselves Exempted Securities) or shall fix a
record date for the determination of holders of any class of securities entitled
to receive any such Options or Convertible Securities, then the maximum number
of shares of Common Stock (as set forth in the instrument relating thereto,
assuming the satisfaction of any conditions to exercisability, convertibility or
exchangeability but without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the conversion
or exchange of such Convertible Securities, shall be deemed to be Additional
Shares of Common Stock (unless the Common Stock issuable pursuant to such
Options or Convertible Securities are themselves Exempted Securities) issued as
of the time of such issue or, in case such a record date shall have been fixed,
as of the close of business on such record date. 

                                  (ii)           If
the terms of any Option or Convertible Security, the issuance of which resulted
in an adjustment to the Conversion Price pursuant to the terms of Section
B.4.4.(d), are revised as a result of an amendment to such terms or any other
adjustment pursuant to the provisions of such Option or Convertible Security
(but excluding automatic adjustments to such terms pursuant to anti-dilution or
similar provisions of such Option or Convertible Security) to provide for either
(1) any increase or decrease in the number of shares of Common Stock issuable
upon the exercise, conversion and/or exchange of any such Option or Convertible
Security or (2) any increase or decrease in the consideration payable to the
Corporation upon such exercise, conversion and/or exchange, then, effective upon
such increase or decrease becoming effective, the Conversion Price computed upon
the original issue of such Option or Convertible Security (or upon the
occurrence of a record date with respect thereto) shall be readjusted to such
Conversion Price as would have obtained had such revised terms been in effect
upon the original date of issuance of such Option or Convertible Security.
Notwithstanding the foregoing, no readjustment pursuant to this subclause (ii)
shall have the effect of increasing the Conversion Price to an amount which
exceeds the lower of (y) the Conversion Price in effect immediately prior to the
original adjustment made as a result of the issuance of such Option or
Convertible Security, or (z) the Conversion Price resulting from any issuances
of Additional Shares of Common Stock (other than deemed issuances of Additional
Shares of Common Stock as a result of the issuance of such Option or Convertible
Security) that occurred between the original adjustment date and such
readjustment date.

11






                                 (iii)     If
the terms of any Option or Convertible Security (excluding Options or
Convertible Securities which are themselves Exempted Securities), the issuance
of which did not result in an adjustment to the Conversion Price pursuant to the
terms of Section B.4.4.(d) (either because the consideration per share
(determined pursuant to Section B.4.4.(e)) of the Additional Shares of Common
Stock subject thereto was equal to or greater than the Conversion Price then in
effect, or because such Option or Convertible Security was issued before the
Termination Date), are revised after the Termination Date as a result of an
amendment to such terms or any other adjustment pursuant to the provisions of
such Option or Convertible Security (but excluding automatic adjustments to such
terms pursuant to anti-dilution or similar provisions of such Option or
Convertible Security) to provide for either (1) any increase in the number of
shares of Common Stock issuable upon the exercise, conversion or exchange of any
such Option or Convertible Security or (2) any decrease in the consideration
payable to the Corporation upon such exercise, conversion or exchange, then such
Option or Convertible Security, as so amended or adjusted, and the Additional
Shares of Common Stock subject thereto (determined in the manner provided in
Section B.4.4.(c)(i)) shall be deemed to have been issued effective upon such
increase or decrease becoming effective. 

                                 (iv)     Upon
the expiration or termination of any unexercised Option or unconverted or
unexchanged Convertible Security (or portion thereof) which resulted (either
upon its original issuance or upon a revision of its terms) in an adjustment to
the Conversion Price pursuant to the terms of Section B.4.4.(d), the Conversion
Price shall be readjusted to such Conversion Price as would have obtained had
such Option or Convertible Security (or portion thereof) never been issued.


                                 (v)     If
the number of shares of Common Stock issuable upon the exercise, conversion
and/or exchange of any Option or Convertible Security, or the consideration
payable to the Corporation upon such exercise, conversion and/or exchange, is
calculable at the time such Option or Convertible Security is issued or amended
but is subject to adjustment based upon subsequent events, any adjustment to the
Conversion Price provided for in this Section B.4.4.(c) shall be effected at the
time of such issuance or amendment based on such number of shares or amount of
consideration without regard to any provisions for subsequent adjustments (and
any subsequent adjustments shall be treated as provided in clauses (ii) and
(iii) of this Section B.4.4.(c)). If the number of shares of Common Stock
issuable upon the exercise, conversion and/or exchange of any Option or
Convertible Security, or the consideration payable to the Corporation upon such
exercise, conversion and/or exchange, cannot be calculated at all at the time
such Option or Convertible Security is issued or amended, any adjustment to the
Conversion Price that would result under the terms of this Section B.4.4.(c) at
the time of such issuance or amendment shall instead be effected at the time
such number of shares and/or amount of consideration is first calculable (even
if subject to subsequent adjustments), assuming for purposes of calculating such
adjustment to the Conversion Price that such issuance or amendment took place at
the time such calculation can first be made. 

12






                          (d)     Adjustment
of Series A Stock Conversion Prices Upon Issuance of Additional Shares of Common
Stock. In the event the Corporation shall at any time after the Termination
Date issue Additional Shares of Common Stock (including Additional Shares of
Common Stock deemed to be issued pursuant to Section B.4.4.(c)), without
consideration or for a consideration per share less than the Conversion Price in
effect immediately prior to such issue, then the Conversion Price shall be
reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined in accordance with the following formula: 

CP2 = CP1* (A + B) ÷ (A +
C). 

	
       
	
       

	
       
	
      For purposes of the foregoing formula, the following
      definitions shall apply: 

	
       
	
       

	
       
	
                                (i)     ”CP2"
      shall mean the Conversion Price in effect immediately after such issue of
      Additional Shares of Common Stock 

	
       
	
       

	
       
	
                                (ii)     ”CP1"
      shall mean the Conversion Price in effect immediately prior to such issue
      of Additional Shares of Common Stock; 

	
       
	
       

	
       
	
                                (iii)     ”A”
      shall mean the number of shares of Common Stock issued and outstanding
      immediately prior to such issue of Additional Shares of Common Stock
      (treating for this purpose as outstanding all shares of Common Stock
      issuable upon exercise of Options outstanding immediately prior to such
      issue or upon conversion or exchange of Convertible Securities (including
      the Series A Stock) outstanding (assuming exercise of any outstanding
      Options therefor) immediately prior to such issue); 

	
       
	
       

	
       
	
                                (iv)     ”B”
      shall mean the number of shares of Common Stock that would have been
      issued if such Additional Shares of Common Stock had been issued at a
      price per share equal to CP1 (determined by dividing the
      aggregate consideration received by the Corporation in respect of such
      issue by CP1); and 

	
       
	
       

	
       
	
                                (v)     ”C”
      shall mean the number of such Additional Shares of Common Stock issued in
      such transaction. 



                           (e)    Determination
of Consideration. For purposes of this Section B.4.4., the consideration
received by the Corporation for the issue of any Additional Shares of Common
Stock shall be computed as follows: 

	
       
	
       

	
       
	
                                (i)     Cash
      and Property. Such consideration shall: 

	
       
	
       

	
       
	
                                         (A)     insofar
      as it consists of cash, be computed at the aggregate amount of cash
      received by the Corporation, excluding amounts paid or payable for accrued
      interest; 

	
       
	
       

	
       
	
                                         (B)     insofar
      as it consists of property other than cash, be computed at the fair market
      value thereof at the time of such issue, as determined in good faith by
      the Board of Directors of the Corporation; and




13







	
       
	
       

	
       
	
                                       (C)     in
      the event shares of Additional Common Stock are issued together with other
      shares or securities or other assets of the Corporation for consideration
      which covers both, be the proportion of such consideration so received for
      the shares of Additional Common Stock, computed as provided in clauses (A)
      and (B) above, as determined in good faith by the Board of Directors of
      the Corporation. 



                                (ii)       Options
and Convertible Securities. The consideration per share received by the
Corporation for Additional Shares of Common Stock deemed to have been issued
pursuant to subsection B.4.4.(c), relating to Options and Convertible
Securities, shall be determined by dividing: 

	
       
	
       

	
       
	
                                       (A)     the
      total amount, if any, received or receivable by the Corporation as
      consideration for the issue of such Options or Convertible Securities,
      plus the minimum aggregate amount of additional consideration (as set
      forth in the instruments relating thereto, without regard to any provision
      contained therein for a subsequent adjustment of such consideration)
      payable to the Corporation upon the exercise of such Options or the
      conversion or exchange of such Convertible Securities, or in the case of
      Options for Convertible Securities, the exercise of such Options for
      Convertible Securities and the conversion or exchange of such Convertible
      Securities, by 

	
       
	
       

	
       
	
                                       (B)     the
      maximum number of shares of Common Stock (as set forth in the instruments
      relating thereto, without regard to any provision contained therein for a
      subsequent adjustment of such number) issuable upon the exercise of such
      Options or the conversion or exchange of such Convertible Securities, or
      in the case of Options for Convertible Securities, the exercise of such
      Options for Convertible Securities and the conversion or exchange of such
      Convertible Securities. 



                    4.5      Adjustment
for Stock Splits and Combinations. If the Corporation shall at any time or
from time to time after the Termination Date effect a subdivision of the
outstanding Common Stock, the Conversion Price in effect immediately before that
subdivision shall be proportionately decreased so that the number of shares of
Common Stock issuable on conversion of each share of such series shall be
increased in proportion to such increase in the aggregate number of shares of
Common Stock outstanding. If the Corporation shall at any time or from time to
time after the Termination Date combine the outstanding shares of Common Stock,
the Conversion Price in effect immediately before the combination shall be
proportionately increased so that the number of shares of Common Stock issuable
on conversion of each share of such series shall be decreased in proportion to
such decrease in the aggregate number of shares of Common Stock outstanding. Any
adjustment under this subsection shall become effective at the close of business
on the date the subdivision or combination becomes effective. 

14






                    4.6     Adjustment
for Certain Dividends and Distributions. In the event the Corporation at any
time or from time to time after the Termination Date shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable on the Common Stock in
additional shares of Common Stock, then and in each such event the Conversion
Price in effect immediately before such event shall be decreased as of the time
of such issuance or, in the event such a record date shall have been fixed, as
of the close of business on such record date, by multiplying the Conversion
Price then in effect by a fraction: 

                              (i)     the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and 

                              (ii)     the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution. 

          Notwithstanding
the foregoing, (a) if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price shall be recomputed accordingly as of the close
of business on such record date and thereafter the Conversion Price shall be
adjusted pursuant to this subsection as of the time of actual payment of such
dividends or distributions; and (b) that no such adjustment shall be made if the
holders of Series A Stock simultaneously receive a dividend or other
distribution of shares of Common Stock in a number equal to the number of shares
of Common Stock as they would have received if all outstanding shares of Series
A Stock had been converted into Common Stock on the date of such event.


                    4.7     Adjustments
for Other Dividends and Distributions. In the event the Corporation at any
time or from time to time after the Termination Date shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the
Corporation (other than a distribution of shares of Common Stock in respect of
outstanding shares of Common Stock) or in other property and the provisions of
Section B.1. do not apply to such dividend or distribution, then and in each
such event the holders of Series A Stock shall receive, simultaneously with the
distribution to the holders of Common Stock, a dividend or other distribution of
such securities or other property in an amount equal to the amount of such
securities or other property as they would have received if all outstanding
shares of Series A Stock had been converted into Common Stock on the date of
such event. 

                    4.8     Adjustment
for Merger or Reorganization, etc. If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger involving the
Corporation in which the Common Stock (but not the Series A Stock) is converted
into or exchanged for securities, cash or other property (other than a
transaction covered by Sections B.2.3., B.4.4., B.4.5., B.4.6. or B.4.7.), then,
following any such reorganization, recapitalization, reclassification,
consolidation or merger, each share of Series A Stock shall thereafter be
convertible in lieu of the Common Stock into which it was convertible prior to
such event into the kind and amount of securities, cash or other property which
a holder of the number of shares of Common Stock of the Corporation issuable
upon conversion of one share of Series A Stock immediately prior to such
reorganization, recapitalization, reclassification, consolidation or merger
would have been entitled to receive pursuant to such transaction; and, in such
case, appropriate adjustment (as determined in good faith by the Board of
Directors of the Corporation) shall be made in the application of the provisions
in this Section B.4. with respect to the rights and interests thereafter of the
holders of the Series A Stock, to the end that the provisions set forth in this
Section B.4. (including provisions with respect to changes in and other
adjustments of the Conversion Price) shall thereafter be applicable, as nearly
as reasonably may be, in relation to any securities or other property thereafter
deliverable upon the conversion of the Series A Stock.

15






                    4.9      Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment of
the Conversion Price pursuant to this Section B.4., the Corporation at its
expense shall, as promptly as reasonably practicable but in any event not later
than 20 days thereafter, compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each holder of Series A Stock a certificate
setting forth such adjustment or readjustment (including the kind and amount of
securities, cash or other property into which the Series A Stock is convertible)
and showing in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall, as promptly as reasonably practicable after the
written request at any time of any holder of Series A Stock (but in any event
not later than 20 days thereafter), furnish or cause to be furnished to such
holder a certificate setting forth (i) the Conversion Price then in effect, and
(ii) the number of shares of Common Stock and the amount, if any, of other
securities, cash or property which then would be received upon the conversion of
Series A Stock. 

                    4.10     Notice
of Record Date. In the event: 

                                (a)     the
Corporation shall take a record of the holders of its Common Stock (or other
capital stock or securities at the time issuable upon conversion of the Series A
Stock) for the purpose of entitling or enabling them to receive any dividend or
other distribution, or to receive any right to subscribe for or purchase any
shares of capital stock of any class or any other securities, or to receive any
other security; or 

                                (b)     of
any capital reorganization of the Corporation or any reclassification of the
Common Stock of the Corporation; or 

                                (c)     of
any Liquidation Event or any Deemed Liquidation Event, 

then, and in each such case, the Corporation will send or cause
to be sent to the holders of the Series A Stock a notice specifying, as the case
may be, (i) the record date for such dividend, distribution or right, and the
amount and character of such dividend, distribution or right, or (ii) the
effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is proposed to take
place, and the time, if any is to be fixed, as of which the holders of record of
Common Stock (or such other capital stock or securities at the time issuable
upon the conversion of the Series A Stock) shall be entitled to exchange their
shares of Common Stock (or such other capital stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up, and the amount per share and character of such exchange applicable
to the Series A Stock and the Common Stock. Such notice shall be sent at least
20 days prior to the record date or effective date for the event specified in
such notice. 

16






          5.     Mandatory
Conversion. 

                              5.1     Trigger
Event. Upon the closing of the sale of shares of Common Stock to the public
at a price of at least $68.20 per share (subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or other similar
recapitalization with respect to the Common Stock), in a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, on a national securities exchange,
resulting in at least $40 million of proceeds, net of the underwriting discount
and commissions, to the Corporation (a “Qualified Public Offering”), all
outstanding shares of Series A Stock shall automatically be converted into
shares of Common Stock, at the then effective conversion rate. 

                              5.2     Procedural
Requirements. All holders of record of shares of Series A Stock shall be
sent written notice 20 days prior to the occurrence of a Qualified Public
Offering and the place designated for mandatory conversion of all such shares of
Series A Stock pursuant to this Section B.5. Upon receipt of such notice, each
holder of shares of Series A Stock shall surrender his, her or its certificate
or certificates for all such shares (or, if such holder alleges that such
certificate has been lost, stolen or destroyed, a lost certificate affidavit and
agreement reasonably acceptable to the Corporation to indemnify the Corporation
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of such certificate) to the Corporation at
the place designated in such notice. If so required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by
written instrument or instruments of transfer, in form reasonably satisfactory
to the Corporation, duly executed by the registered holder or by his, her or its
attorney duly authorized in writing. All rights with respect to the Series A
Stock converted pursuant to Section B.5.1., including the rights, if any, to
receive notices and vote (other than as a holder of Common Stock), will
terminate automatically upon the occurrence of the Qualified Public Offering
(notwithstanding the failure of the holder or holders thereof to surrender the
certificates at or prior to such time or the failure by the Corporation to
provide the notice specified by this Section B.5.2.), except only the rights of
the holders thereof, upon surrender of their certificate or certificates (or
lost certificate affidavit and agreement) therefor, to receive the items
provided for in the next sentence of this Section B.5.2. The date of the
occurrence of a Qualified Public Offering shall also be a Conversion Time. As
soon as practicable after a Qualified Public Offering and the surrender of the
certificate or certificates (or lost certificate affidavit and agreement) for
Series A Stock, the Corporation shall issue and deliver to such holder, or to
his, her or its nominees, a certificate or certificates for the number of full
shares of Common Stock issuable on such conversion in accordance with the
provisions hereof, together with cash as provided in Section B.4.2. in lieu of
any fraction of a share of Common Stock otherwise issuable upon such conversion
and the payment of any declared but unpaid dividends that such holder is
entitled to pursuant to Section B.1.2. Such converted Series A Stock shall be
retired and cancelled and may not be reissued as shares of such series, and the
Corporation may thereafter take such appropriate action (without the need for
stockholder action) as may be necessary to reduce the authorized number of
shares of Series A Stock accordingly. 

17






          6.     Voting
Rights. 

                              On
any matter presented to the stockholders of the Corporation for their action or
consideration at any meeting of stockholders of the Corporation (or by written
consent of stockholders in lieu of meeting), each holder of outstanding shares
of Series A Stock shall be entitled to cast the number of votes equal to the
number of whole shares of Common Stock into which the shares of Series A Stock
held by such holder are convertible as of the record date for determining
stockholders entitled to vote on such matter. Except as provided by law,
pursuant to Section B.7.1., or by the other provisions of the Certificate of
Incorporation, holders of Series A Stock shall vote together with the holders of
Common Stock as a single class. 

          7.     Protective
Provisions. 

                              7.1     At
any time when at least 15% of the shares of Series A Stock issued on the
Termination Date are outstanding, the Corporation shall not, either directly or
indirectly by amendment, merger, consolidation or otherwise, do any of the
following without (in addition to any other vote required by law or the
Certificate of Incorporation) the written consent or affirmative vote of the
holders of at least 66% of the outstanding shares of Series A Stock (the
“Required Series A Owners”), given in writing or by vote at a meeting,
consenting or voting (as the case may be) separately as a class: 

                                        (a)     amend,
alter or repeal any provision of the Certificate of Incorporation or the
Corporation’s By-Laws in a manner adverse to the rights of the holders of the
Series A Stock; 

                                        (b)     create,
authorize the creation of, or issue any additional class or series of capital
stock unless the same ranks junior to the Series A Stock with respect to the
distribution of assets on the liquidation, dissolution or winding up of the
Corporation, the payment of dividends and rights of redemption; or 

                                        (c)     purchase
or redeem (other than pursuant to equity incentive agreements with employees
giving the Corporation the right to repurchase shares upon the termination of
services) or pay any dividend (other than a dividend payable only in Common
Stock or in any other stock ranking junior to the Series A Stock as to
dividends) with respect to any shares of capital stock or any other securities
that are junior to the Series A Stock or are convertible into or exercisable for
such stock; provided, however, that the Corporation may redeem
shares of Series A Stock as expressly authorized herein. 

          8.     Waiver.
Any of the rights, powers, preferences and other terms of the Series A Stock set
forth herein may be waived on behalf of all holders of Series A Stock by the
affirmative written consent or vote of the holders of at least 66% of the shares
of Series A Stock then outstanding. 

18






          9.     Reacquired
Shares. Any shares of Series A Stock converted, exchanged, redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares of Series A Stock shall upon their cancellation become authorized but
unissued shares of the Corporation’s preferred stock, par value $0.0001 per
share, and, upon the filing of an appropriate Certificate of Designation with
the Secretary of State of the State of Delaware, may be reissued as part of
another class or series of the Corporation’s preferred stock, par value $0.0001
per share. 

19






          IN
WITNESS WHEREOF, the Corporation has caused this Amended Certificate of
Designation to be executed by its duly authorized officer this 8th day of March,
2010. 

	
       
	
       
	
       
	
       
	
       

	
       
	
      EXAMWORKS, INC.

	
       
	
       

	
       
	
      By:
	
       /s/ J. Miguel Fernandez de Castro
	
       

	
       
	
       
	  	
       

	
       
	
      Name:
	
      J. Miguel Fernandez de Castro

	
       
	
      Title:
	
      Senior Vice President and Chief

	
       
	
       
	
       
	
      Financial Officer



20






EXHIBIT C 
to Consent Agreement to Loan
and Security Agreement

Shareholders Agreement Amendment

(see attached)






SECOND AMENDMENT TO STOCKHOLDERS’
AGREEMENT

          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”). 

RECITALS

          WHEREAS, in
accordance with the provisions of the Company’s Amended and Restated Certificate
of Incorporation, the Board of Directors of the Company, (the “Board of
Directors”) has adopted resolutions creating a series of preferred stock,
par value $0.0001 per share, designated as “Series A Convertible Preferred
Stock” (the “Series A Preferred Stock”); 

          WHEREAS,
pursuant to that certain Confidential Private Placement Memorandum, dated
February 22, 2010 as supplemented by the First Supplement, dated March 10, 2010,
the Company is conducting a private placement of the Series A Preferred Stock
(the “Offering”); 

          WHEREAS, in
connection with, and effective upon the initial closing of the Offering (the
“Effective Date”), the Company desires to amend the Stockholders’
Agreement and to provide that the Series A Preferred Stock issued pursuant to
the Offering shall be deemed “Stock” under the Stockholders’ Agreement; and


          WHEREAS, upon
the Effective Date, each holder of the Series A Preferred Stock shall become a
party to this Amendment.

          NOW,
THEREFORE, pursuant to Section 11(a) of the Stockholders’ Agreement, the
Stockholders’ Agreement is hereby amended as follows: 

1.       Amendment to
Recitals. Recital A of the Stockholders’ Agreement is hereby amended and
restated in its entirety to provide as follows: 

          ”A.          The
Stockholders currently own the number of shares of the Company’s presently
issued and outstanding shares of common stock (the “Common Stock”) and/or
Series A Preferred Stock (the “Series A Preferred Stock,” and
collectively with the Common Stock, the “Stock”) as set forth on
Schedule I. (For all purposes of this Agreement, when calculating
the number of shares of Stock held by a Stockholder, or any other calculation
based thereon, all shares of Series A Preferred Stock shall be deemed to have
been converted into Common Stock at the conversion ratio then in effect, in
accordance with the terms of the Certificate of Designation with respect to the
Series A Preferred Stock (the “Certificate of Designation”)); and”







2.          Amendment
and Restatement of Section 4(a). The first paragraph of Section 4(a) of
the Stockholders’ Agreement is hereby amended and restated in its entirety to
provide as follows (and Section 4(a) shall otherwise remain unchanged and in
full force and effect): 

                    ARTICLE
II
"(a)          Come-Along
Rights. In the event that Holdings receives an offer to purchase shares of
Stock held by Holdings, and the offeror, as a condition to such purchase,
requires or commits to purchase, or to cause the Company to redeem, all (but not
less than all) of the other shares of Stock on the same per share price and
terms as the offer for the shares of Stock held by Holdings, each other
Stockholder (and any Permitted Transferee of the shares of Stock) shall be
obligated, at the election of Holdings, to sell to the offeror or to the
Company, as the case may be, that number of shares of Stock equal to the sum of
(x) the number of shares actually held by such other Stockholder multiplied
by (y) a fraction, the numerator of which is the number of shares of Stock
proposed to be transferred by Holdings, and the denominator of which is the
total number of shares of Stock held by Holdings, at the same per share price
and on the same terms and conditions offered to Holdings for the shares of Stock
held by Holdings. Notwithstanding the foregoing, holders of the Series A
Preferred Stock shall not be obligated to sell to the offeror or to the Company,
as the case may be, any shares of Series A Preferred Stock, unless the
consideration received shall be at least equal to the Series A Liquidation
Amount, as defined in the Certificate of Designation. For the avoidance of
doubt, if the offeror has not specified a proposed purchase price for shares of
Series A Preferred Stock, the proposed purchase price for each share of Series A
Preferred Stock shall be determined based on the conversion ratio of the Series
A Preferred Stock then in effect as if such shares of Series A Preferred Stock
had been converted to Common Stock in accordance with the terms of the
Certificate of Designation. Within ten (10) days after the date of the written
notice of Holdings’ election made pursuant to this Section 4(a), the
other Stockholders (and any Permitted Transferee of the shares of Stock) shall
deliver the certificate(s) representing shares of Stock to Holdings endorsed in
blank. Notwithstanding the foregoing, the other Stockholders and any Permitted
Transferee of the shares of Stock (collectively, the “Seller”) will not be
required to comply with this Section 4(a) in connection with any specific
transaction (the “Proposed Sale”) unless:” 






3.          Amendment
and Restatement of Section 4(b). Section 4(b) of the Stockholders’
Agreement is hereby amended and restated in its entirety to provide as follows:


                         
          ”(b) Co-Sale
Rights. In the event Holdings proposes to sell any shares of the Stock held
by Holdings to any person (except to the Company by way of redemption,
repurchase or the like), the other Stockholders shall then have a right of
co-sale (the “Right of Co-Sale”) with respect to any shares of Stock proposed to
be sold. Before any proposed transfer, Holdings shall give the other
Stockholders ten (10) days written notice (the “Co-Sale Notice”) which
sets forth the terms of the proposed sale of the shares of Stock held by
Holdings, including, without limitation, the proposed purchase price for shares
of Series A Preferred Stock, which, in the event Holdings is not proposing to
sell any shares of the Series A Preferred Stock, shall be determined based on
the conversion ratio of the Series A Preferred Stock then in effect as if such
shares of Series A Preferred Stock had been converted to Common Stock in
accordance with the terms of the Certificate of Designation. Each other
Stockholder shall have the right at any time within ten (10) days from the date
of the Co-Sale Notice within which to deliver to Holdings and to the Company
notice of its election (the “Election Notice”) to exercise the Right of
Co-Sale and to sell to the proposed transferee named in the Co-Sale Notice (at
the applicable price per share set forth in the Co-Sale Notice) the aggregate
number of shares of Stock proposed to be sold to such purchaser multiplied by a
fraction, the numerator of which is the number of shares actually held by such
other Stockholder and the denominator of which equals the total number of shares
of Stock held by all of the Stockholders of the Company. After the delivery of
the Election Notice, the Stockholders shall have the right to sell their
respective portion of the shares of Stock to the proposed transferee, and
Holdings shall have the right to sell its portion of shares of Stock remaining
after the exercise, if any, by the other Stockholders of their Right of Co-Sale,
on the same terms and conditions otherwise described in the Co-Sale Notice. Any
Stockholder who exercises his, her or its Right of Co-Sale under this
Section 4(b) shall be bound by the same terms and conditions as
are both agreed to by Holdings in the applicable sale agreement (including any
indemnity and escrow provisions thereof) and consistent with the Co-Sale Notice;
provided, however, in no event shall any such Stockholder be
required to represent to the prospective transferee to more than such
Stockholder’s valid title to (and absence of any encumbrances or liens upon) the
Stock and such Stockholder’s authority to enter into such sale agreement and
related documents, as well as the validity, binding nature and enforceability of
such agreements against such Stockholder. Such sale shall be consummated not
later than sixty (60) days following the Election Notice. Any proposed transfer
on terms and conditions differing materially from those described in the
Election Notice, shall again be subject to the Right of Co-Sale and shall
require compliance by Holdings with the procedures described in this
Section 4.” 

4.          Effective
Time. The amendments set forth herein shall be effective as of the
Effective Date, as if made on and as of the Effective Date. 

5.          No
Other Amendments. Except as expressly modified or amended by this
Amendment, all terms and conditions set forth in the Stockholders’ Agreement
shall remain in full force and effect and such Stockholders’ Agreement, as
amended hereby, is hereby ratified in all respects. 

6.          Reaffirmation.
The parties hereby confirm and ratify each of the provisions of the
Stockholders’ Agreement as amended hereby. 

7.          Full
Force and Effect; Counterparts. The Stockholders’ Agreement shall remain
in full force and effect in accordance with its terms and provisions except as
amended by this Amendment. This Amendment shall be binding on the parties and
their respective successors and assigns. This Amendment may be executed in one
or more counterparts, all counterparts shall be valid and binding on the party
executing them and all counterparts shall together constitute one and the same
document for all purposes. This Amendment may be executed and delivered by
facsimile signature for execution on the part of one or more parties hereto.


[Signature page follows]






          IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the date
first set above. 

	
       
	
       

	
      COMPANY:
	
       

	
       
	
       

	
      EXAMWORKS, INC.
	
       

	
       
	
       

	
      /s/ Richard E. Perlman
	
       

	  	
       

	
      Name: Richard E. Perlman
	
       

	
      Title: Co-Chairman
	
       




	
       
	
       

	
      STOCKHOLDERS:
	
       

	
       
	
       

	
      EXAMWORKS HOLDINGS, LLLP
	
       

	
       
	
       

	
      By: Compass Partners, L.L.C., its General
	
       

	
      Partner
	
       

	
       
	
       

	
      /s/ Richard E. Perlman
	
       

	  	
       

	
      Name: Richard E. Perlman
	
       

	
      Title: President
	
       

	
       
	
       

	
      /s/ Richard E. Perlman
	
       

	  	
       

	
      Name: Richard E. Perlman
	
       

	
       
	
       

	
      /s/ James K. Price
	
       

	  	
       

	
      Name: James K. Price
	
       









EXHIBIT D
to Consent
Agreement to Loan and Security Agreement 

Investor Rights Agreement

(see attached)






INVESTOR RIGHTS AGREEMENT 

BY AND AMONG 

EXAMWORKS, INC.

AND 

THE INVESTORS PARTY HERETO

DATED AS OF MAY 7, 2010






INVESTOR RIGHTS AGREEMENT

                    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.


RECITALS

                    WHEREAS,
the Company is conducting an offering (the “Offering”) of up to 967,741
shares of its Series A Preferred Stock (as defined below) at $34.10 per share
(the “Original Purchase Price); 

                    WHEREAS,
the Company and each Investor have entered into a subscription agreement (the
“Subscription Agreement”) in connection with the issuance and purchase of
Series A Preferred Stock; and 

                    WHEREAS,
in order to induce the Company to enter into the Subscription Agreements and to
induce the Investors to invest funds in the Company pursuant to the Subscription
Agreements, the Investors and the Company hereby agree that this Agreement shall
govern the rights of the Investors to cause the Company to register shares of
Common Stock (as defined below) issuable upon conversion of the Series A
Preferred Stock, to receive certain information from the Company, and shall
govern certain other matters as set forth in this Agreement; 

                    NOW,
THEREFORE, the parties hereby agree as follows: 

       1.          Definitions.
For purposes of this Agreement: 

                    1.1
“Affiliate” means, with respect to any specified Person, any other Person
who, directly or indirectly, controls, is controlled by, or is under common
control with such Person, including without limitation any general partner,
managing member, officer or director of such Person or any venture capital fund
now or hereafter existing that is controlled by one or more general partners or
managing members of, or shares the same management company with, such Person.


                    1.2
“Agreement” shall have the meaning given to such term in the introductory
paragraph hereof. 

                    1.3
“Common Stock” means shares of the Company’s common stock, par value
$0.0001 per share. 

                    1.4
“Company” has the meaning given to such term in the introductory
paragraph hereof. 

                    1.5
“Completion Date” means the date that is the 24-month anniversary of the
final closing date of the Offering. 

1






                    1.6
“Damages” means any loss, damage, or liability (joint or several) to
which a party hereto may become subject under the Securities Act, the Exchange
Act, or other federal or state law, insofar as such loss, damage, or liability
(or any action in respect thereof) arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement of the Company, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto, or
any issuer free writing prospectus or any “issuer information” filed or to be
filed pursuant to Rule 433(d) under the Securities Act; (ii) an omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading; or (iii) any
violation or alleged violation by the indemnifying party (or any of its agents
or Affiliates) of the Securities Act, the Exchange Act, any state securities
law, or any rule or regulation promulgated under the Securities Act, the
Exchange Act, or any state securities law. 

                    1.7
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder. 

                    1.8
“Excluded Registration” means (i) a registration relating to the sale of
securities to employees of the Company or a subsidiary pursuant to a stock
option, stock purchase, or similar plan or (ii) a registration relating to an
SEC Rule 145 transaction. 

                    1.9
“Filing Date” means the date that is the 18-month anniversary of the
final closing date of the Offering. 

                    1.10
“FINRA” means the Financial Industry Regulation Authority, Inc.


                    1.11
“Form S-1” means such form under the Securities Act or any successor
registration form under the Securities Act subsequently adopted by the SEC.


                    1.12
“GAAP” means generally accepted accounting principles in the United
States. 

                    1.13
“Holder” means any holder of Registrable Securities who is a party to
this Agreement, including pursuant to Section 4.9 hereto. 

                    1.14
“Immediate Family Member” means a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, of a natural person referred to herein, or anyone
residing in such person’s home. 

                    1.15
“IPO” means the Company’s first underwritten public offering of its
Common Stock under the Securities Act. 

                    1.16
“IPO Registration Statement” shall have the meaning given to such term in
Section 2.1(a) hereto. 

                    1.17
“Liquidated Damages” shall have the meaning given to such term in
Section 2.1(a) hereto. 

2






                    1.18
“Major Investor” means any Investor that, individually or together with
such Investor’s Affiliates, holds at least 146,628 shares of Series A Preferred
Stock. 

                    1.19
“Offering” shall have the meaning given to such term in the Recitals
hereto. 

                    1.20
“Original Purchase Price” shall have the meaning given to such term in
the Recitals hereto. 

                    1.21
“Other Selling Holders” shall have the meaning given to such term in
Section 2.1(b) hereof. 

                    1.22
“Person” means any individual, corporation, partnership, trust, limited
liability company, association or other entity. 

                    1.23
“Registrable Securities” means (i) the Common Stock issuable or issued
upon conversion of the Series A Preferred Stock and (ii) any Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right, or other
security that is issued as) a dividend or other distribution with respect to, or
in exchange for or in replacement of, the shares referenced in clause (i) above;
excluding in all cases, however, any Registrable Securities sold by a Person in
a transaction in which the applicable rights under this Agreement are not
assigned pursuant to Section 4.1 and excluding for purposes of Section
2, any shares for which registration rights have terminated pursuant to
Section 2.11 of this Agreement. 

                    1.24
“Registrable Securities then outstanding” means the number of shares
determined by adding the number of shares of outstanding Common Stock that are
Registrable Securities and the number of shares of Common Stock issuable
(directly or indirectly) pursuant to then exercisable and/or convertible
securities that are Registrable Securities. 

                    1.25
“Restricted Securities” means the securities of the Company required to
bear the legend set forth in Section 2.10(b) hereof. 

                    1.26
“SEC” means the Securities and Exchange Commission. 

                    1.27
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities
Act. 

                    1.28
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities
Act. 

                    1.29
“Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 

                    1.30
“Selling Expenses” means all underwriting discounts, selling commissions,
and stock transfer taxes applicable to the sale of Registrable Securities, and
fees and disbursements of counsel for any Holder, except for the fees and
disbursements of the Selling Holder Counsel borne and paid by the Company as
provided in Section 2.5. 

3






                    1.31
“Selling Holder” shall have the meaning given to such term in Section
2.1(b) hereof. 

                    1.32
“Selling Holder Counsel” shall have the meaning given to such term in
Section 2.5 hereof. 

                    1.33
“Series A Preferred Stock” means shares of the Company’s Series A
Preferred Stock, par value $0.0001 per share. 

                    1.34
“Subscription Agreement” shall have the meaning given to such term in the
Recitals hereto. 

          2.       Registration
Rights. 

                    2.1     Registration
Rights with Respect to IPO. 

                              IPO
Registration Statement. Subject to Section 2.1(c), the Company shall
(i) prepare and file with the SEC a Form S-1 registration statement under the
Securities Act (the “IPO Registration Statement”) with respect to its IPO
no later than the Filing Date and (ii) use commercially reasonable efforts to
consummate the IPO as promptly as practicable, but in no event later than the
Completion Date. 

                                        The
Company acknowledges and agrees that the Holders of Registrable Securities will
suffer damages if the Company fails to fulfill its material obligations under
Section 2.1(a) hereof and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Company agrees to pay
liquidated damages for each month (or any pro-rata portion of any month) on the
Series A Preferred Stock held by Investors (over and above any dividends
accruing or payable with respect thereto) equal to two percent (2%) of the
Original Purchase Price, payable in arrears at the end of the month (or any pro
rata portion thereof) (“Liquidated Damages”) if (i) the IPO Registration
Statement has not been filed on or prior to the Filing Date or (ii) the IPO has
not been consummated on or prior to the Completion Date, provided,
however, that Liquidated Damages shall only be payable with respect to the
period from the Filing Date or the Completion Date, as applicable, that the IPO
Registration Statement has not been filed or the IPO has not been consummated,
as applicable, and, provided further, that Liquidated Damages will
not accrue under more than one of the foregoing clauses (i) or
(ii) at any one time. 

                              Inclusion
of Registrable Securities in IPO. The Company shall notify each Holder of
Registrable Securities in writing at least 20 days prior to filing the IPO
Registration Statement of its rights to include Registrable Securities in the
IPO Registration Statement, if any, pursuant to this Section 2.1. If
Holders of Registrable Securities have the right to include Registrable
Securities in the IPO Registration Statement, a Holder desiring to include all
or any portion of its Registrable Securities (a “Selling Holder”) shall
notify the Company in writing no later than five (5) days after the date of
receipt of the Company’s notice, such notice to include the number of
Registrable Securities such Selling Holder wishes to include in the IPO
Registration Statement. Subject to Section 2.3 below, if and to the
extent other existing stockholders of Common Stock (“Other Selling
Holders”) will be registering Common Stock in the IPO Registration
Statement, the Company shall use its best efforts to include in the IPO
Registration Statement, such number of shares of Registrable Securities held by
Selling Holders as is proportionate to the number of shares of Common Stock held
by Other Selling Holders which are to be included in the IPO Registration
Statement.

4






                              Deferral.
Notwithstanding the foregoing, if the Company shall furnish to Selling Holders,
a certificate signed by the Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for the IPO
Registration Statement to be filed or for the Company to consummate the IPO, and
it is therefore essential to defer the filing of IPO Registration Statement
and/or the closing of the IPO, then the Company shall have the right, without
incurring the obligation to pay Liquidated Damages as set forth in Section
2.1(a) above, to defer such filing or closing for a period of not more than
ninety (90) days following the Filing Date or Closing Date, as applicable;
provided, however, that the Company may not utilize this right more than
once. 

                              Subordination/Exhibit
A hereto. The Company and each Investor and Holder of Registrable Securities
hereby agrees that Exhibit A attached hereto is hereby incorporated into
this Agreement by this reference thereto and each unconditionally and
irrevocably agrees to be legally bound by the terms, conditions and provisions
contained in Exhibit A. Each reference in this Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean
and be a reference to this Agreement together with Exhibit A. 

                    2.2      Company
Registration. If the Company proposes to register (including, for this
purpose, a registration effected by the Company for stockholders other than the
Holders) any of its Common Stock under the Securities Act in connection with the
public offering of such securities solely for cash (other than in the IPO or an
Excluded Registration), the Company shall, at such time, promptly give each
Holder notice of such registration. Upon the request of each Holder given within
five (5) days after such notice is given by the Company, the Company shall,
subject to the provisions of Section 2.3, cause to be registered all of
the Registrable Securities that each such Holder has requested to be included in
such registration. The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 2.2 before the effective
date of such registration, whether or not any Holder has elected to include
Registrable Securities in such registration. The expenses (other than Selling
Expenses) of such withdrawn registration shall be borne by the Company in
accordance with Section 2.5. 

                    2.3      Underwriting
Requirements. In connection with the IPO pursuant to Section 2.1 and
any offering involving an underwriting of shares of the Company’s capital stock
pursuant to Section 2.2, the Company shall not be required to include any
of the Holders’ Registrable Securities in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Company and its
underwriters, and then only in such quantity as the underwriters in their sole
discretion determine will not jeopardize the success of the offering by the
Company. If the total number of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the number of
securities to be sold (other than by the Company) that the underwriters in their
reasonable discretion determine is compatible with the success of the offering,
then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters and
the Company in their sole discretion determine will not jeopardize the success
of the offering. If the underwriters determine that less than all of the
Registrable Securities requested to be registered can be included in such
offering, then the Registrable Securities that are included in such offering
shall be allocated among the Selling Holders in proportion (as nearly as
practicable) to the number of Registrable Securities owned by each Selling
Holder or in such other proportions as shall mutually be agreed to by all such
Selling Holders. To facilitate the allocation of shares in accordance with the
above provisions, the Company or the underwriters may round the number of shares
allocated to any Holder to the nearest 100 shares. For purposes of the provision
in this Section 2.3 concerning apportionment, for any Selling Holder that
is a partnership, limited liability company, or corporation, the partners,
members, retired partners, retired members, stockholders, and Affiliates of such
Holder, or the estates and Immediate Family Members of any such partners,
retired partners, members, and retired members and any trusts for the benefit of
any of the foregoing Persons, shall be deemed to be a single Selling Holder, and
any pro rata reduction with respect to such Selling Holder shall be based upon
the aggregate number of Registrable Securities owned by all Persons included in
such Selling Holder, as defined in this sentence.

5






                    2.4      Furnish
Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 2 with respect to the
Registrable Securities of any Selling Holder that such Holder shall furnish to
the Company such information regarding itself, the Registrable Securities held
by it, and the intended method of disposition of such securities as is
reasonably required to effect the registration of such Holder’s Registrable
Securities. 

                    2.5      Expenses
of Registration. All expenses (other than Selling Expenses) incurred in
connection with registrations, filings, or qualifications pursuant to Section
2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements of counsel for the Company; and the
reasonable fees and disbursements of one counsel for the Selling Holders
(“Selling Holder Counsel”), shall be borne and paid by the Company.


                    2.6      Delay
of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any registration pursuant to this
Agreement as the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2. 

                    2.7      Indemnification.
If any Registrable Securities are included in a registration statement under
this Section 2:

                              (a)          To
the extent permitted by law, the Company will indemnify and hold harmless each
Selling Holder, and the partners, members, officers, directors, and stockholders
of each such Holder; legal counsel and accountants for each such Holder; any
underwriter (as defined in the Securities Act) for each such Holder; and each
Person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act or the Exchange Act, against any Damages, and the Company
will pay to each such Holder, underwriter, controlling Person, or other
aforementioned Person any legal or other expenses reasonably incurred thereby in
connection with investigating or defending any claim or proceeding from which
Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Section 2.7(a) shall not
apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable for any Damages to
the extent that they arise out of or are based upon actions or omissions made in
reliance upon and in conformity with written information furnished by or on
behalf of any such Holder, underwriter, controlling Person, or other
aforementioned Person expressly for use in connection with such
registration.

6






                              (b)          To
the extent permitted by law, each Selling Holder, severally and not jointly,
will indemnify and hold harmless the Company, and each of its directors, each of
its officers who has signed the registration statement, each Person (if any),
who controls the Company within the meaning of the Securities Act, legal counsel
and accountants for the Company, any underwriter (as defined in the Securities
Act), any other Holder selling securities in such registration statement, and
any controlling Person of any such underwriter or other Holder, against any
Damages, in each case only to the extent that such Damages arise out of or are
based upon actions or omissions made in reliance upon and in conformity with
written information furnished by or on behalf of such Selling Holder expressly
for use in connection with such registration; and each such Selling Holder will
pay to the Company and each other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or
defending any claim or proceeding from which Damages may result, as such
expenses are incurred; provided, however, that the indemnity agreement
contained in this Section 2.7(b) shall not apply to amounts paid in
settlement of any such claim or proceeding if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; and provided further that in no event shall the aggregate
amounts payable by any Holder by way of indemnity or contribution under this
Sections 2.7(b) and 2.7(d) exceed the proceeds from the offering
received by such Holder (net of any Selling Expenses paid by such Holder),
except in the case of fraud or willful misconduct by such Holder. 

                              (c)          Promptly
after receipt by an indemnified party under this Section 2.7 of notice of
the commencement of any action (including any governmental action) for which a
party may be entitled to indemnification hereunder, such indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party under
this Section 2.7, give the indemnifying party notice of the commencement
thereof. The indemnifying party shall have the right to participate in such
action and, to the extent the indemnifying party so desires, participate jointly
with any other indemnifying party to which notice has been given, and to assume
the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other
indemnified parties that may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such action. The failure to
give notice to the indemnifying party within a reasonable time of the
commencement of any such action shall relieve such indemnifying party of any
liability to the indemnified party under this Section 2.7, to the extent
that such failure materially prejudices the indemnifying party’s ability to
defend such action. The failure to give notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.7. 

7






                              (d)          To
provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any party otherwise entitled to
indemnification hereunder makes a claim for indemnification pursuant to this
Section 2.7 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case, notwithstanding the fact that
this Section 2.7 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any party
hereto for which indemnification is provided under this Section 2.7,
then, and in each such case, such parties will contribute to the aggregate
losses, claims, damages, liabilities, or expenses to which they may be subject
(after contribution from others) in such proportion as is appropriate to reflect
the relative fault of each of the indemnifying party and the indemnified party
in connection with the statements, omissions, or other actions that resulted in
such loss, claim, damage, liability, or expense, as well as to reflect any other
relevant equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference to, among other
things, whether the untrue or allegedly untrue statement of a material fact, or
the omission or alleged omission of a material fact, relates to information
supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission; provided, however, that, in any such
case, (x) no Holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered and sold by
such Holder pursuant to such registration statement, and (y) no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation; and provided further that in
no event shall a Holder’s liability pursuant to this Section 2.7(d), when
combined with the amounts paid or payable by such Holder pursuant to Section
2.7(b), exceed the proceeds from the offering received by such Holder (net
of any Selling Expenses paid by such Holder), except in the case of willful
misconduct or fraud by such Holder. 

                              (e)          Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.


                              (f)          Unless
otherwise superseded by an underwriting agreement entered into in connection
with the underwritten public offering, the obligations of the Company and
Holders under this Section 2.7 shall survive the completion of any
offering of Registrable Securities in a registration under this Section
2, and otherwise shall survive the termination of this Agreement.


                    2.8     Rule
144. With a view to making available to the Holders the benefits of Rule 144
under the Securities Act and any other rule or regulation of the SEC that may
permit a Holder to sell securities of the Company to the public without
registration, to the extent the Series A Preferred Stock constituted “restricted
securities,” as such term is defined in Rule 144, the Company shall make and
keep available adequate current public information, as those terms are
understood and defined in Rule 144. 

8






                    2.9      Lock-up
Agreement. Each Holder hereby agrees that it will not, without the prior written
consent of the managing underwriter, during the period commencing on the date of
the final prospectus relating to the IPO and ending on the date specified by the
Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days, which period may be extended upon the request of the managing
underwriter, to the extent required by any FINRA rules, for an additional period
of up to fifteen (15) days if the Company issues or proposes to issue an
earnings or other public release within fifteen (15) days of the expiration of
the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell
any option or contract to purchase; purchase any option or contract to sell;
grant any option, right, or warrant to purchase; or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable (directly or indirectly) for
Common Stock held immediately before the effective date of the IPO Registration
Statement or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
such securities, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or other securities, in cash,
or otherwise. The foregoing provisions of this Section 2.9 shall apply
only to the IPO, shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, and shall be applicable to the Holders
only if all officers and directors are subject to the same restrictions and the
Company uses commercially reasonable efforts to obtain a similar agreement from
all stockholders individually owning more than five percent (5%) of the
Company’s outstanding Common Stock (after giving effect to conversion into
Common Stock of all outstanding Series A Preferred Stock). The underwriters in
connection with the IPO are intended third-party beneficiaries of this
Section 2.9 and shall have the right, power, and authority to enforce the
provisions hereof as though they were a party hereto. Each Holder further agrees
to execute such agreements as may be reasonably requested by the underwriters in
connection with such IPO that are consistent with this Section 2.9 or
that are necessary to give further effect thereto. Any discretionary waiver or
termination of the restrictions of any or all of such agreements by the Company
or the underwriters shall apply pro rata to all Holders subject to such
agreements, based on the number of shares subject to such agreements.


                    2.10    Restrictions
on Transfer. 

                              (a)          The
Series A Preferred Stock and the Registrable Securities shall not be sold,
pledged, or otherwise transferred, and the Company shall not recognize and shall
issue stop-transfer instructions to its transfer agent with respect to any such
sale, pledge, or transfer, except upon the conditions specified in this
Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed
purchaser, pledgee, or transferee of the Series A Preferred Stock and the
Registrable Securities held by such Holder to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this
Agreement. 

                              (b)          Each
certificate or instrument representing (i) the Series A Preferred Stock, (ii)
the Registrable Securities, and (iii) any other securities issued in respect of
the securities referenced in clauses (i) and (ii) upon any stock split, stock
dividend, recapitalization, merger, consolidation, or similar event, shall
(unless otherwise permitted by the provisions of Section 2.10(c)) be
stamped or otherwise imprinted with a legend substantially in the following
form: 

9







	
       
	
       
	
       

	
       
	
      “THE SHARES REPRESENTED HEREBY HAVE BEEN
      ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY
      APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY MAY NOT BE
      SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION
      THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.
      EXAMWORKS, INC. (THE “COMPANY”), IN ITS SOLE DISCRETION, SHALL HAVE THE
      RIGHT TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
      CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF
      ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON
      ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE.” 
	
       

	
       
	
       
	
       

	
       
	
      THE SECURITIES REPRESENTED HEREBY MAY BE
      TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
      COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
      OF THE COMPANY. 
	
       



                    The
Holders consent to the Company making a notation in its records and giving
instructions to any transfer agent of the Restricted Securities in order to
implement the restrictions on transfer set forth in this Section 2.10.


                              (c)          The
holder of each certificate representing Restricted Securities, by acceptance
thereof, agrees to comply in all respects with the provisions of this Section
2.10. Before any proposed sale, pledge, or transfer of any Restricted
Securities, unless there is in effect a registration statement under the
Securities Act covering the proposed transaction, the Holder thereof shall give
notice to the Company of such Holder’s intention to effect such sale, pledge, or
transfer. Each such notice shall describe the manner and circumstances of the
proposed sale, pledge, or transfer in sufficient detail and, if reasonably
requested by the Company, shall be accompanied at such Holder’s expense by
either (i) a written opinion of legal counsel who shall, and whose legal opinion
shall, be reasonably satisfactory to the Company, addressed to the Company, to
the effect that the proposed transaction may be effected without registration
under the Securities Act; (ii) a “no action” letter from the SEC to the effect
that the proposed sale, pledge, or transfer of such Restricted Securities
without registration will not result in a recommendation by the staff of the SEC
that action be taken with respect thereto; or (iii) any other evidence
reasonably satisfactory to counsel to the Company to the effect that the
proposed sale, pledge, or transfer of the Restricted Securities may be effected
without registration under the Securities Act, whereupon the Holder of such
Restricted Securities shall be entitled to sell, pledge, or transfer such
Restricted Securities in accordance with the terms of the notice given by the
Holder to the Company. The Company will not require such a legal opinion or “no
action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in
any transaction in which such Holder distributes Restricted Securities to an
Affiliate of such Holder for no consideration, provided that each
transferee agrees in writing to be subject to the terms of this Section
2.10. Each certificate or instrument evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made
pursuant to SEC Rule 144, the appropriate restrictive legend set forth in
Section 2.10(b), except that such certificate shall not bear such
restrictive legend if, in the opinion of counsel for such Holder and the
Company, such legend is not required in order to establish compliance with any
provisions of the Securities Act.

10






                    2.11     Termination
of Registration Rights. The right of any Holder to request inclusion of
Registrable Securities in any registration pursuant to Section 2.1 or
Section 2.2 shall terminate upon the earliest to occur of: 

                              (a)          the
closing of a Deemed Liquidation Event, as such term is defined the Certificate
of Designation with respect to the Series A Preferred Stock; 

                              (b)          when
all of such Holder’s Registrable Securities could be sold without restriction
under SEC Rule 144 within any 90-day period; or 

                              (c)          the
fifth (5th) anniversary of the closing of the IPO. 

          3.          Information
and Inspection Rights 

                       3.1      Delivery
of Financial Statements. The Company shall deliver to each
Holder:

                                        (a)          
as soon as practicable after the end of each fiscal year of the Company, a copy
of the annual consolidated financial statements of the Company consisting of, at
least, balance sheets and statements of income and cash flow for such period,
prepared in accordance with GAAP, audited by independent certified public
accountants of recognized standing selected by the Company; 

                                        (b)          
as soon as practicable after the end of each of the first three (3) quarters of
each fiscal year of the Company, a copy of the quarterly unaudited consolidated
financial statements of the Company consisting of, at least, balance sheets and
statements of income and cash flow for such period, prepared in accordance with
GAAP (except that such financial statements may (i) be subject to normal year
end audit adjustments and (ii) not contain all notes thereto that may be
required in accordance with GAAP); and 

                                        (c)          
with respect to the financial statements called for in Section 3.1(a) and
Section 3.1(b), an instrument executed by the chief financial officer and
chief executive officer of the Company certifying that such financial statements
were prepared in accordance with GAAP consistently applied with prior practice
for earlier periods (except as otherwise set forth in Section 3.1(b) and
fairly present the financial condition of the Company and its results of
operation for the periods specified therein. 

If, for any period, the Company has any subsidiary
whose accounts are consolidated with those of the Company, then in respect of
such period the financial statements delivered pursuant to the foregoing
sections shall be the consolidated and consolidating financial statements of the
Company and all such consolidated subsidiaries, provided that the audit
referred to in Section 3.1(b) shall not be required to include and cover
any consolidating financial statements. 

11






Notwithstanding anything in this Section
3.1 to the contrary, the Company may cease providing the information set
forth in this Section 3.1 during the period starting with the date sixty
(60) days before the Company’s good faith estimate of the date of filing of a
registration statement if it reasonably concludes it must do so to comply with
the SEC rules applicable to such registration statement and related offering;
provided that the Company’s covenants under this Section 3.1 shall
be reinstated at such time as the Company is no longer actively employing its
commercially reasonable efforts to cause such registration statement to become
effective. 

                   3.2      Inspection
Rights. The Company shall permit each Major Investor, at such Major
Investor’s expense, for any proper purpose, to visit and inspect the Company’s
properties; examine its books of account and records; and discuss the Company’s
affairs, finances, and accounts with its officers, during normal business hours
of the Company as may be requested with reasonably advance notice by the Major
Investor; provided, however, that the Company shall not be obligated
pursuant to this Section 3.2 to provide access to any information that it
reasonably and in good faith considers to be a trade secret or confidential
information (unless covered by an enforceable confidentiality agreement, in form
and substance acceptable to the Company) or the disclosure of which would
adversely affect the attorney-client privilege between the Company and its
counsel. 

                    3.3      Termination
of Information and Inspection Rights. The covenants set forth in Section
3.1 and Section 3.2 shall terminate and be of no further force or
effect (i) immediately before the consummation of the IPO; (ii) when the Company
first becomes subject to the periodic reporting requirements of Section 12(b),
12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event; or
(iv) upon the agreement of holders of more than 66 2/3% of the Series A
Preferred Stock, whichever event occurs first. 

                    3.4      Confidentiality.
Each Investor agrees that such Investor will keep confidential and will not
disclose, divulge, or use for any purpose (other than to monitor its investment
in the Company) any confidential information obtained from the Company pursuant
to the terms of this Agreement (including notice of the Company’s intention to
file a registration statement), unless such confidential information (a) is
known or becomes known to the public in general (other than as a result of a
breach of this Section 3.4 by such Investor), (b) is or has been
independently developed or conceived by the Investor without use of the
Company’s confidential information, or (c) is or has been made known or
disclosed to the Investor by a third party without a breach of any obligation of
confidentiality such third party may have to the Company; provided,
however, that an Investor may disclose confidential information (i) to its
attorneys, accountants, consultants, and other professionals to the extent
necessary to obtain their services in connection with monitoring its investment
in the Company; (ii) to any prospective purchaser of any Registrable Securities
from such Investor, if such prospective purchaser agrees to be bound by the
provisions of this Section 3.4; (iii) to any Affiliate, partner, member,
stockholder, or wholly owned subsidiary of such Investor in the ordinary course
of business, provided that such Investor informs such Person that such
information is confidential and directs such Person to maintain the
confidentiality of such information; or (iv) as may otherwise be required by
law, provided that the Investor promptly notifies the Company of such
disclosure and takes reasonable steps to minimize the extent of any such
required disclosure. 

12






          4.       Miscellaneous.


                    4.1      Successors
and Assigns. Except as otherwise provided herein, the terms and conditions
of this Agreement shall inur to the benefit and be binding upon the respective
successors and assigns of the parties (including permitted transferees of any
shares of Registrable Securities); provided, however, that, with respect
to any permitted transfer by a Holder, (i) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee and the Registrable Securities with respect to which such
rights are being transferred; and (ii) such transferee agrees in a written
instrument delivered to the Company to be bound by and subject to the terms and
conditions of this Agreement, including the provisions of Section 2.10.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and permitted
assignees any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein. The Agent, the Lenders (as
defined in Exhibit A hereto) and other holders of Senior Liabilities (as
defined in Exhibit A hereto, including replacement agents and lenders)
are express intended third party beneficiaries of this Agreement, including
Exhibit A. Any purported transfer of any shares of Registrable Securities
in violation or noncompliance with this Section 4.1 shall be null and
void. 

                    4.2      Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law. 

                    4.3      Counterparts;
Facsimile. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement may also be executed and delivered
by facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. 

                    4.4      Titles
and Subtitles. The titles and subtitles used in this Agreement are for
convenience only and are not to be considered in construing or interpreting this
Agreement. 

                    4.5      Notices.
All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given upon the earlier of
actual receipt or: (i) personal delivery to the party to be notified; (ii) when
sent, if sent by electronic mail or facsimile during the recipient’s normal
business hours, and if not sent during normal business hours, then on the
recipient’s next business day; (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (iv)
one (1) business day after the business day of deposit with a nationally
recognized overnight courier, freight prepaid, specifying next-day delivery,
with written verification of receipt. All communications shall be sent to the
respective parties at their addresses as set forth on Schedule A hereto,
or to the principal office of the Company as set forth below and to the
attention of the Chief Executive Officer, in the case of the Company, or to such
email address, facsimile number, or address as subsequently modified by written
notice given in accordance with this Section 4.5. 

13







	
       
	
       

	
       
	
      If to the Company, at:

	
       
	
       

	
       
	
      ExamWorks, Inc.

	
       
	
      3280 Peachtree Road NE

	
       
	
      Suite 2625

	
       
	
      Atlanta, GA 30305

	
       
	
      Attn: Richard E. Perlman, Co-Chairman

	
       
	
      Facsimile No.: (646) 358-1779

	
       
	
      Email: richardperlman@examworks.com

	
       
	
       

	
       
	
      with a copy to:

	
       
	
       

	
       
	
      Paul, Hastings, Janofsky & Walker LLP

	
       
	
      600 Peachtree Street, N.E.

	
       
	
      Suite 2400

	
       
	
      Atlanta, GA 30308

	
       
	
      Attention: Reinaldo Pascual

	
       
	
      Facsimile No.: (404) 685-5227

	
       
	
      Email:
reypascual@paulhastings.com



                    4.6      Amendments
and Waiver. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written
consent of the Company and the holders of a majority of the Registrable
Securities then outstanding; provided that the Company may in its sole
discretion waive compliance with Section 2.10(c) (and the Company’s
failure to object promptly in writing after notification of a proposed
assignment allegedly in violation of Section 2.10(c) shall be deemed to
be a waiver); and provided further that any provision hereof may be
waived by any waiving party on such party’s own behalf, without the consent of
any other party. Notwithstanding the foregoing, this Agreement may not be
amended or terminated and the observance of any term hereof may not be waived
with respect to any Investor without the written consent of such Investor,
unless such amendment, termination, or waiver applies to all Investors in the
same fashion. The Company shall give prompt notice of any amendment or
termination hereof or waiver hereunder to any party hereto that did not consent
in writing to such amendment, termination, or waiver. Any amendment,
termination, or waiver effected in accordance with this Section 4.6 shall
be binding on all parties hereto, regardless of whether any such party has
consented thereto. No waivers of or exceptions to any term, condition, or
provision of this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such term, condition, or
provision. Notwithstanding the foregoing in this Section 4.6, no
amendment or modification of either Section 2.1(a) (or any other term,
provision or section herein, if any, relating to the payment of any Liquidated
Damages) or Section 2.1(d) (including Exhibit A hereto) shall be
permitted or legally valid without the prior written consent of the Agent.


                    4.7      Severability.
In case any one or more of the provisions contained in this Agreement is for any
reason held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision
of this Agreement, and such invalid, illegal, or unenforceable provision shall
be reformed and construed so that it will be valid, legal, and enforceable to
the maximum extent permitted by law. 

14






                    4.8       Aggregation
of Stock. All shares of Registrable Securities held or acquired by
Affiliates shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement and such Affiliated persons may
apportion such rights as among themselves in any manner they deem appropriate.


                    4.9       Additional
Investors. Notwithstanding anything to the contrary contained herein, if the
Company issues additional shares of the Company’s Series A Preferred Stock after
the date hereof, whether pursuant to the Subscription Agreement or otherwise,
any purchaser of such shares of Series A Preferred Stock may become a party to
this Agreement by executing and delivering an additional counterpart signature
page to this Agreement, and thereafter shall be deemed an “Investor” for all
purposes hereunder. No action or consent by the Investors shall be required for
such joinder to this Agreement by such additional Investor, so long as such
additional Investor has agreed in writing to be bound by all of the obligations
as an “Investor” hereunder.

                    4.10     Entire
Agreement. This Agreement (including any Schedules hereto) and the other
documents delivered pursuant hereto, constitute the full and entire
understanding and agreement among the parties with respect to the subject matter
hereof, provided that, the parties hereto acknowledge and agree that (i)
the Series A Preferred Stock is subject to the terms and conditions of the
Certificate of Designation with respect thereto and (ii) the parties hereto are
subject to the terms and conditions of that certain Stockholders Agreement by
and among ExamWorks Holdings, LLLP, the other stockholders party thereto and the
Company, dated as of July 14, 2008, as amended. 

                    4.11     Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to
the jurisdiction of the federal and state courts located within the geographic
boundaries of the United States District Court for the District of New Castle
County, Delaware for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (b) agree not to commence any suit, action
or other proceeding arising out of or based upon this Agreement except in the
federal and state courts located within the geographic boundaries of the United
States District Court for the District of New Castle County, Delaware, and (c)
hereby waive, and agree not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter
hereof may not be enforced in or by such court. Each of the parties to this
Agreement consents to personal jurisdiction for any equitable action sought in
the U.S. District Court for the District of New Castle County, Delaware or any
court of the State of Delaware.

                    4.12     Delays
or Omissions. No delay or omission to exercise any right, power, or remedy
accruing to any party under this Agreement, upon any breach or default of any
other party under this Agreement, shall impair any such right, power, or remedy
of such nonbreaching or nondefaulting party, nor shall it be construed to be a
waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or
otherwise afforded to any party, shall be cumulative and not alternative.


15






          IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above. 

	
       
	
       
	
       

	
       
	
       
	
      EXAMWORKS, INC.

	
       
	
       
	
       

	
       
	
       
	
       

	
      By:
	
       
	
      /s/ J. Miguel Fernandez de Castro

	
       
	
       
	  
	
      Name:
	
       
	
      J. Miguel Fernandez de Castro

	
      Title:
	
       
	
      Chief Financial Officer



[Investor Rights Agreement Signature
Page]







	
       
	
       
	
       

	
       
	
       
	
      INVESTOR:

	
       
	
       
	
       

	
       
	
       
	  
	
       
	
       
	
       

	
      By:
	
       
	
       

	
       
	
       
	  
	
      Name:
	
       
	
       

	
       
	
       
	  
	
      Title:
	
       
	
       

	
       
	
       
	  
	
       
	
       
	
       

	
      Address:
	
       
	
       

	
       
	
       
	  
	
       
	
       
	
       

	
       
	
       
	  
	
       
	
       
	
       

	
      Phone Number:
	
       
	
       

	
       
	
       
	  
	
      Fax Number:
	
       
	
       

	
       
	
       
	  
	
      Email:
	
       
	
       

	
       
	
       
	 



[Investor Rights Agreement Signature
Page]







	
       

	
      SCHEDULE A

	
       

	
      Investors

	
      Investor Name 

	
      Address 

	
      Phone Number 

	
      Fax Number

	
      Email

	
       

	
      Investor Name 

	
      Address 

	
      Phone Number 

	
      Fax Number 

	
      Email

	
       

	
      Investor Name 

	
      Address 

	
      Phone Number 

	
      Fax Number 

	
      Email



[Schedule A to Investor Rights
Agreement]






Exhibit A to Investor Rights
Agreement

          For good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, each signatory to the Investor Rights Agreement (intending
to be legally bound) hereby unconditionally and irrevocably agrees as follows;
capitalized terms used below are defined in Section 15 hereof):


	
       
	
       

	
       
	
                1.     Each
      Investor and Company agrees that the payment of any and all Junior
      Liabilities shall be and hereby is expressly made subordinate and junior
      in right of all Senior Liabilities being Satisfied, and all of the Senior
      Liabilities shall be Satisfied (including, without limitation, all
      interest accruing on any Senior Liabilities after commencement of any
      Proceeding whether or not such interest is allowable in any such
      Proceeding) before Investor shall be paid anything (of any kind or
      character, other than the accrual of dividends) on account of any of the
      Junior Liabilities; and until all of the Senior Liabilities are Satisfied,
      Company shall not at any time make, and Investor shall not demand,
      receive, retain, or accept, either directly or indirectly, payment (of any
      kind or character, other than the accrual of dividends) of all or any part
      of the Junior Liabilities without the prior written consent of Agent;
      provided, however, so long as no Senior Default has occurred
      and is continuing or would result therefrom and Borrowers are in
      compliance with the financial covenants set forth in the Loan Agreement
      both immediately before and will be in compliance therewith after any such
      contemplated payment, Company will be permitted to pay, and Investor may
      receive and accept, the applicable portion of the Junior Liabilities in
      cash; provided, further, if any Senior Default then exists
      or would be created or result, no such payment of any Junior Liabilities
      will be permitted. 

	
       
	
       

	
       
	
                2.     Company
      shall provide Investor with prompt (and in any event, within ten (10) days
      of the occurrence of any Senior Default) notice, provided that Agent may,
      in its sole discretion and without any obligation to do so, provide notice
      of such Senior Default directly to Investor. If Investor receives any
      payment from Company in respect of any of the Junior Liabilities in
      contravention of this Exhibit agreement (this “Exhibit”), such
      payment shall not be commingled with any assets of Investor, but shall be
      received and held in trust for Agent and Lenders and promptly turned over
      and delivered by Investor to Agent. 

	
       
	
       

	
       
	
                3.     (a)     In
      the event of any Proceeding, the Senior Liabilities shall first be paid in
      full before Investor shall be entitled to receive and to retain any
      payment or distribution in respect of the Junior Liabilities. Agent may,
      at its sole discretion (and for the benefit of Lenders and Agent), in the
      name of Investor or otherwise, demand, sue for, collect, receive and
      receipt for any and all such payments or distributions, and file, prove,
      and vote or consent in any such proceedings identified in this Section
      3(a) with respect to, any and all claims of Investor relating to the
      Junior Liabilities.

	
       
	
       

	
                (b)    Until
      the Senior Liabilities are Satisfied and notwithstanding anything
      contained in any other instrument, agreement or document to the contrary,
      Investor shall not take any Subordinated Collection Action unless payment
      of the Junior Liabilities is otherwise expressly permitted by the terms of
      Section 1 hereof.



Last updated on May 2006

1







          4.         Investor
shall not without the prior written consent of Agent: (a) sue for, demand,
transfer or assign, or attempt to enforce or collect, any Junior Liabilities or
any rights in respect thereof; (b) request, accept or take any lien, assignment,
pledge, or security interest in any asset or property of Company as security for
any Junior Liabilities; or (c) commence, or join with any other creditor in
commencing, any Proceeding, unless in each case payment of the Junior
Liabilities is otherwise expressly permitted by the terms of Section 1
hereof. Investor agrees that Investor will not at any time (directly or
indirectly) contest the validity, perfection, priority or enforceability of the
security interest and liens in any property or assets of Company granted,
conveyed, assigned or pledged to Agent pursuant to the Loan Agreement and the
Financing Agreements, and hereby agrees not to hinder Agent or take a position
adverse to Agent in the defense of any action contesting the validity,
perfection, priority or enforceability of any such security interest and liens.


          5.          This
Exhibit shall in all respects be a continuing agreement and shall remain in full
force and effect (notwithstanding, without limitation, any Proceeding) until the
earlier of (a) such time as the Senior Liabilities have been Satisfied, and (b)
the consummation of the Company’s IPO (as defined in the Investor Rights
Agreement). 

          6.          Agent
and Lenders may, from time to time, whether before or after any discontinuance
of this Exhibit, at their sole discretion and without notice of any kind to
Investor, extend or renew for one or more periods (whether or not longer than
the original period), alter, amend, modify, refinance or exchange, or release or
compromise, any obligation or liability of any nature of any obligor with
respect to, in each case, any of the Senior Liabilities, the Loan Agreement or
any Financing Agreement (including, without limitation, the terms and provisions
relating to the principal amount outstanding thereunder, the rate of interest
thereof, the payment terms thereof and the provisions thereof regarding default,
or any other matter whatsoever). 

          7.          Agent
shall not be prejudiced in any of its rights under this Exhibit by any act or
failure to act of Company, any other Borrower, or Investor, or any noncompliance
of Company, any other Borrower or Investor with any agreement or obligation,
regardless of any knowledge thereof which Agent may have or with which Agent may
be charged. 

          8.          No
delay on the part of Agent in the exercise of any right or remedy shall operate
as a waiver thereof, and no single or partial exercise by Agent of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy; nor shall any modification, amendment or waiver of any of
the terms or provisions of this Exhibit be binding upon Agent except as
expressly set forth in a writing duly signed and delivered by Agent. Investor
acknowledges that Investor has had the opportunity to obtain independent legal
advice in connection with the terms and provisions of this Exhibit. 

          9.          Investor
acknowledges and agrees that the provisions of this Exhibit shall be binding on
Investor in favor of any holder of the Senior Liabilities, including without
limitation any replacement agent or lender. The provisions of this Exhibit shall
be reinstated if at any time any payment of any of the Senior Liabilities is
rescinded or must otherwise be returned by the holders of the Senior Liabilities
for any reason whatsoever (including, without limitation, any Proceeding) all as
though such payment had not been made. 


[Schedule A to Investor Rights
Agreement]







          10.          Investor
shall promptly execute and deliver such further documents or certificates and
take such further reasonable action as Agent may from time to time reasonably
request to more fully carry out the intent and purpose of this Exhibit.


          11.          Notices
to be provided to Agent pursuant to this Exhibit shall be as follows: 222 South
Riverside Plaza, 30th Floor, Chicago, Illinois 60606; Attention: Phil
Renwick, Vice President; Telephone No. (312) 704-7349; Facsimile No. (312)
704-4127; with a copy to: Duane Morris LLP, 190 South LaSalle Street, Suite
3700, Chicago, Illinois 60603; Attention: Brian P. Kerwin, Esq.; Telephone No.
(312) 499-6737; Facsimile No. (312) 499-6701. 

          12.          Investor
hereby assumes responsibility for keeping informed of the financial condition of
Company and of all other circumstances bearing upon the risk of nonpayment of
the Senior Liabilities and Junior Liabilities, and agrees that Agent has no duty
to advise Investor of information known to Agent regarding such condition or any
such circumstances. 

          13.          Investor
and Company (a) submit for themselves, respectfully, in any legal action or
proceeding relating to this Exhibit, to the non-exclusive general jurisdiction
of the courts of the State of Illinois, the courts of the United States of
America for the Northern District of Illinois and Appellate Courts from any
thereof; and (b) waive to the fullest extent permitted by law in connection with
any such action or proceeding any objection that they may now or hereafter have
to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agree not to plead
or claim the same. 

          14.          INVESTOR,
COMPANY AND AGENT WAIVE (TO THE FULLEST EXTENT PERMITTED BY LAW) ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY
COUNTERCLAIM) ARISING OUT OF THIS EXHIBIT. 

          15.          As
used herein, the following capitalized terms have the following meanings:



          ”Agent"
means Fifth Third Bank, an Ohio banking corporation, together with its
successors and assigns, in its capacity as administrative agent for Lenders.


          ”Borrowers"
means, collectively, Company, Southwest Medical Examination Services, Inc., The
Ricwel Corporation, CFO Medical Services, LLC, Diagnostic Imaging Institute,
Inc., Ricwel of West Virginia, LLC, Pacific Billing Services, Inc., Set-Aside
Solutions, LLC, Marquis Medical Administrators, Inc., IME Software Solutions,
LLC, Florida Medical Specialties, Inc., ExamWorks Medical of New York, LLC, and
the subsidiaries of Company that may from time to time hereafter become parties
to the Loan Agreement. 

[Schedule A to Investor Rights
Agreement]






          ”Company"
means ExamWorks, Inc., a Delaware corporation. 

          ”Investor"
means each of the investors listed on Schedule A to the Investors Rights
Agreement, as such Schedule is supplemented or modified form time to time,
including, without limitation, each holder of Registrable Securities (as defined
in the Investors Rights Agreement) and the transferees thereof. 

          ”Junior
Liabilities” means any and all liability or obligation of Company to make
any penalty or liquidated damages payment (or payment of any other kind) to
Investor under and pursuant to Section 2.1 of the Investor Rights
Agreement. 

          ”Lenders"
means, collectively, (a) Fifth Third Bank, an Ohio banking corporation in its
individual capacity, (b) Bank of America, N.A., and (c) any and all other
financial institutions, banks and lenders that may at any time from time to time
be a party to the Loan Agreement. 

          ”Loan
Agreement” means the Loan and Security Agreement dated as of December 18,
2009, as amended pursuant to certain consents and amendments among Agent,
Lenders, Company and other Borrowers, as the same may be further amended,
supplemented or modified from time to time. 

          ”Person"
means any person or entity of any kind. 

          ”Proceeding"
means any insolvency, bankruptcy, receivership, custodianship, liquidation,
reorganization, readjustment, assignment for the benefit of creditors,
marshaling of assets or liabilities, or other proceeding for the liquidation,
dissolution or other winding up, of Company or its assets or property
(including, without limitation, any such proceeding under the U.S. Bankruptcy
Code), or otherwise, whether voluntary or involuntary. 

          ”Satisfied"
means, with respect to the Senior Liabilities, that all of the Senior
Liabilities shall have been indefeasibly paid in full in cash, and all financing
arrangements and accommodations by and among the Borrowers, Agent and Lenders
shall have been terminated and Lenders have no obligation to make any loans,
financial accommodations or advance any funds that would constitute Senior
Liabilities to any Borrower, and the cancellation of all related letters of
credit, bankers’ acceptances, bank products, swaps and other hedging products or
similar instruments issued under, or otherwise secured by or collateralized
through, the Loan Agreement or any of the Financing Agreements. 

          ”Senior
Default” means the occurrence or existence of any “Default” or “Event of
Default” (each as defined in the Loan Agreement). 

[Schedule A to Investor Rights
Agreement]






          ”Senior
Liabilities” means, collectively, any and all liabilities, obligations and
indebtedness of each Borrower (whether for principal, interest, fees, charges,
indemnities, fees, costs, expenses, prepayment fees, default interest,
reasonable attorneys’ fees and any other sums or amounts) howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing or arising, or due or to become due, to Agent and Lenders (or
any replacement agent or lender in connection any refinancing of any or all of
the Senior Liabilities), including, without limitation, under and pursuant to
the Loan Agreement or the Financing Agreements (as defined in the Loan
Agreement); it being expressly understood and agreed that the term “Senior
Liabilities”, as used herein, shall include, without limitation, any and all
interest accruing on any of the Senior Liabilities after the commencement of any
Proceeding, notwithstanding any provision or rule of law or statute which might
restrict the rights of Agent and Lenders, as against Company or any other
Borrower or any other Person, to collect such interest, and any costs of
collection or enforcement (including reasonable attorneys’ fees). 

          ”Subordinated
Collection Action” means (x) any demand of or for or acceleration of any or
all of the Junior Liabilities, (y) the filing or initiating, or joining with any
Person in filing or initiating, a Proceeding against, Company, or (z) any
judicial proceeding or other action of any kind initiated or taken by Investor,
or by Investor in concert with any other Person or by any other Person with the
support of Investor, against Company or any other Person to collect the Junior
Liabilities. 

[Schedule A to Investor Rights
Agreement]