Exhibit
 10.1.18 (S-1)

 


CONFIDENTIAL


CONFIDENTIAL
TREATMENT REQUESTED. CONFIDENTIAL

PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE

BEEN SEPARATELY FILED WITH THE COMMISSION


TWELFTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


          THIS
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Twelfth
Amendment”) dated as of September 7, 2010 is by and among EXAMWORKS, INC.,
a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION
SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio
corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company,
DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST
VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING
SERVICES, INC., a Texas corporation, EXAMWORKS REVIEW SERVICES, LLC, a Delaware
limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York
corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company,
FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS
EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, EXAMWORKS
CANADA, INC., a Delaware corporation, NETWORK MEDICAL REVIEW COMPANY, LTD., an
Illinois corporation, NETWORK MEDICAL MANAGEMENT COMPANY, LTD., an Illinois
corporation, INSURANCE APPEALS, LTD., an Illinois corporation, ELITE
PHYSICIANS, LTD., an Illinois corporation, WORKERSFIRST, INC., an Illinois
corporation, EXIGERE CORPORATION, a Washington corporation, EXAMWORKS EUROPE,
INC., a Delaware corporation (the “Additional Borrower”) and the
subsidiaries of Parent that may from time to time hereafter become parties to
the Loan Agreement identified below (all of the foregoing, together with
Parent, individually, “Borrower” and collectively, “Borrowers”),
FIFTH THIRD BANK, an Ohio banking corporation in its capacity as administrative
agent for Lenders identified below (together with its successors and assigns, “Administrative
Agent”), and FIFTH THIRD BANK, an Ohio banking corporation in its
individual capacity (“Fifth Third”), BANK OF AMERICA, N.A., a national
banking association (“Bank of America”), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (“GE Capital,” together with Fifth
Third and Bank of America, “Lenders”).


RECITALS:


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





CONFIDENTIAL


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


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


          1.
Consents;
Joinder; Waiver.


	
  

 
	
                     a.
 Subject to the terms and conditions set forth in this Twelfth Amendment, and
 notwithstanding anything in the Loan Agreement and the other Financing
 Agreements to the contrary, Administrative Agent and Lenders consent to the
 formation by Holding Company of a newly organized, wholly-owned subsidiary
 named ExamWorks Europe, Inc., a Delaware corporation, and to the formation by
 ExamWorks Europe of a newly organized, wholly-owned subsidiary named
 ExamWorks UK Ltd, a private limited company incorporated and registered in
 England and Wales with number 07361157 (the “UK Subsidiary”).

 
	
  

 	
  

 	
  

 
	
                     b.
 The Additional Borrower hereby absolutely and unconditionally (i) joins as
 and becomes a party to the Loan Agreement as a Borrower thereunder, (ii)
 assumes, as a joint and several obligor thereunder, all of the obligations,
 liabilities and indemnities of Borrower under the Loan Agreement and all
 other Financing Agreements (including, without limitation, the Liabilities),
 (iii) covenants and agrees to be bound by and adhere to all of the terms,
 representations, warranties, covenants, waivers, releases, agreements and
 conditions of or respecting Borrower with respect to the Loan Agreement and
 the other Financing Agreements, and (iv) except as specifically provided in Section
 1(d) below, collaterally assigns and transfers to Administrative Agent
 (for the ratable benefit of the Lenders and the Administrative Agent), and
 hereby grants to Administrative Agent (for the ratable benefit of the
 Lenders), a continuing security interest in all of such Additional Borrower’s
 now owned and hereafter acquired or arising assets and other Collateral, as
 collateral security for the prompt and complete payment and performance when
 due (whether at the stated maturity, by acceleration or otherwise) of all of
 the Liabilities. Any reference to the term “Borrower” or “Borrowers” in the
 Loan Agreement shall mean and include the Additional Borrower and all other
 parties identified as a Borrower in the Preamble to this Twelfth Amendment.

 
	
  

 	
  

 	
  

 
	
                     c.
 Subject to the terms and conditions set forth in this Twelfth Amendment, and
 notwithstanding anything in the Loan Agreement and the other Financing
 Agreements to the contrary, Administrative Agent and Lenders hereby consent
 to the acquisition by the UK Subsidiary of the entire issued share capital
 (the “UKIM Acquisition”) of UK Independent Medical Services Limited, a
 company incorporated and registered in England and Wales with number
 04530717(together with its successors and assigns, “UKIM”), as more
 fully described in that certain Share Purchase Agreement relating to the
 entire issued share capital of UKIM (the “UKIM Purchase Agreement”),
 dated as of September 7, 2010, by and among Holding Company, the UK
 Subsidiary and the several persons whose names and addresses are set out in
 Part 1 of Schedule 1 to the UKIM Purchase Agreement and, in connection
 therewith, to the entry into by Parent and the UK Subsidiary of that certain
 Loan Agreement, dated as of September 7, 2010 (the “UK Loan Agreement”).

 


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CONFIDENTIAL


	
  

 	
  

 	
  

 
	
                     d.
 Subject to the terms and conditions set forth in this Twelfth Amendment
 (including, without limitation, Section 3 hereof), notwithstanding
 anything in the Loan Agreement (including, without limitation, Exhibit C
 thereto) and the other Financing Agreements to the contrary, with respect to
 the UKIM Acquisition only, Administrative Agent and the Lenders hereby waive
 the requirements that (i) the assets of the UK Subsidiary and UKIM be pledged
 as Collateral, (ii) the UK Subsidiary and UKIM become Borrowers under the
 Loan Agreement and (iii) 100% of the equity securities of the UK Subsidiary
 and UKIM be pledged by ExamWorks Europe and the UK Subsidiary, respectively,
 as Collateral; provided, however, that 65% of the equity securities of the UK
 Subsidiary shall be charged by way of security pursuant to the terms and
 provisions of the ExamWorks Europe Charge Agreement (as hereinafter defined).

 


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


                    a.
The definition of “Borrower” as set forth in the Preamble to the Loan Agreement
is hereby amended by adding a reference to “ExamWorks Europe, Inc., a Delaware
corporation” therein.


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


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           iii.
 the definition of “Acquisition Documents” therein shall also include
 the UKIM Purchase Agreement and any applicable bill of sale, assignment and
 assumption agreement, escrow agreement, real estate contract, special
 warranty deed, assignment of intellectual property, consulting agreement,
 management agreement, employment agreement, noncompete agreement, and any and
 all of the other documents, instruments and agreements executed or delivered
 in connection therewith or otherwise in connection with the UKIM Acquisition,
 including, without limitation, the UK Loan Agreement, in each case as the
 same may be amended or modified in conformity with Section 9.15 of the
 Loan Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
           iv.
 the definition of “Intellectual Property Security Agreement” therein
 shall include any amendment or modification thereof dated as of the Twelfth
 Amendment Effective Date made in connection with this Twelfth Amendment;

 


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CONFIDENTIAL


	
  

 	
  

 	
  

 
	
  

 	
           v.
 the definition of “Landlord Waiver” therein shall include, if
 applicable, the Landlord Waivers dated as of the Twelfth Amendment Effective
 Date, if any, made in connection with this Twelfth Amendment;

 
	
  

 	
  

 	
  

 
	
  

 	
           vi.
 the definition of “Maximum Revolving Facility” therein is hereby
 amended and restated in its entirety to read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
                     “Maximum
 Revolving Facility” means, at any time, an amount equal to Fifteen
 Million Dollars ($15,000,000);

 
	
  

 	
  

 	
  

 
	
  

 	
           vii.
 the definition of “Maximum Term Facility” therein is hereby amended
 and restated in its entirety to read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
                     “Maximum
 Term Facility” means, at any time, an amount equal to Ninety Five Million
 Dollars ($95,000,000);

 
	
  

 	
  

 	
  

 
	
  

 	
           viii.
 the definition of “Pledge Agreements” therein is hereby amended and
 restated in its entirety as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
           “Pledge
 Agreements” means, collectively, (a) that certain Pledge Agreement dated
 as of the Eighth Amendment Effective Date made by Holding Company in favor of
 Administrative Agent (the “Holding Company Pledge Agreement”), (b)
 that certain Pledge Agreement dated as of the Ninth Amendment Effective Date
 made by Holding Company in favor of Administrative Agent (the “Holding
 Company EW Canada Pledge Agreement”), (c) that certain Pledge Agreement
 dated as of the Ninth Amendment Effective Date made by ExamWorks Canada in
 favor of Administrative Agent (the “ExamWorks Canada Pledge Agreement”),
 (d) that certain Pledge Agreement dated as of December 18, 2009 made by
 Parent in favor of Administrative Agent (as amended on the Fifth Amendment
 Effective Date and the Ninth Amendment Effective Date, the “Parent Pledge
 Agreement”) with respect to all other Borrowers and to which future
 Subsidiaries of Parent shall become a party in connection with any other
 Acquisition, (e) that certain Pledge Agreement dated as of the Ninth
 Amendment Effective Date made by NMR in favor of Administrative Agent (the “NMR
 Pledge Agreement”), (f) that certain Pledge Agreement dated as of the
 Twelfth Amendment Effective Date made by Holding Company in favor
 Administrative Agent (the “Holding Company EW Europe Pledge Agreement”)
 and (g) that certain Charge Agreement dated as of the Twelfth Amendment
 Effective Date made by ExamWorks Europe in favor of Administrative Agent (the
 “ExamWorks Europe Charge Agreement”), each in form and substance
 reasonably satisfactory to Administrative Agent, as each may be amended,
 restated, reaffirmed, supplemented or otherwise modified from time to time in
 accordance with its respective terms;

 
	
  

 	
  

 	
  

 
	
  

 	
           vii.
 the definition of “Pledgors” therein is hereby amended and restated in
 its entirety to read as follows:

 


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CONFIDENTIAL


	
  

 	
  

 	
  

 	
  

 
	
  

 	
           “Pledgors”
 means, collectively, Holding Company, Parent, ExamWorks Canada, ExamWorks
 Europe and NMR, each in its capacity as the pledgor or chargor under their
 respective Pledge Agreements;

 
	
  

 	
  

 	
  

 
	
  

 	
           viii.
 the definition of “Senior Funded Debt” therein is hereby amended and
 restated in its entirety to read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
           “Senior
 Funded Debt” means all outstanding Liabilities of Borrower, as determined
 for Borrower on a consolidated basis in accordance with GAAP; provided,
 however, notwithstanding any provision of GAAP to the contrary, Senior Funded
 Debt shall include the face amount of any promissory notes (or, if amounts
 previously paid on any promissory note cannot be reborrowed, the outstanding
 principal balance of any such promissory note) and other instruments
 evidencing Indebtedness (including without limitation, any promissory note)
 of Borrower on a consolidated basis, other than outstanding principal amounts
 of Subordinated Debt; provided further, however, that Senior Funded Debt
 shall not include obligations with respect to any Letter of Credit or
 Interest Rate Protection Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
           ix.
 the definition of “Total Funded Debt” therein is hereby amended and
 restated in its entirety to read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
           “Total
 Funded Debt” means all Indebtedness of Borrower (other than preferred
 equity whether or not classified as Indebtedness), as determined for Borrower
 on a consolidated basis in accordance with GAAP; provided, however,
 notwithstanding any provision of GAAP to the contrary, Total Funded Debt
 shall include the face amount of any promissory notes (or, if amounts
 previously paid on any promissory cannot be reborrowed, the outstanding
 principal balance of any such promissory note) and other instruments
 evidencing Indebtedness (including, without limitation, any promissory note)
 of Borrower on a consolidated basis; provided further, however, that Total
 Funded Debt shall not include obligations with respect to any Letter of
 Credit or Interest Rate Protection Agreement.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           “ExamWorks
 Europe” means ExamWorks Europe, Inc., a Delaware corporation.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Twelfth
 Amendment Effective Date” means September 7, 2010.

 
	
  

 	
  

 	
  

 
	
  

 	
           “UK
 Subsidiary” means ExamWorks UK Ltd, a private limited company
 incorporated and registered in England and Wales with number 07361157.

 


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CONFIDENTIAL


	
  

 	
  

 	
  

 
	
                     d.
 For clarification, the definition of “Revolving Credit Notes” in Section
 2.1(d) of the Loan Agreement is hereby amended to include any amendment
 or modification thereof, dated as of the Twelfth Amendment Effective Date,
 made in connection with this Twelfth Amendment.

 
	
  

 	
  

 	
  

 
	
                     e.
 For clarification, the definition of “Term Loan Notes” in Section
 2.3(c) of the Loan Agreement is hereby amended to include any amendment
 or modification thereof, dated as of the Twelfth Amendment Effective Date,
 made in connection with this Twelfth Amendment.

 
	
  

 	
  

 	
  

 
	
                     f.
 Schedule 4.7 (Borrower Locations) of the Loan Agreement is hereby
 amended and restated with Schedule 4.7 attached hereto.

 
	
  

 	
  

 	
  

 
	
                     g.
 Schedule 7.5 (Organizational Numbers) of the Loan Agreement is hereby
 amended and restated with Schedule 7.5 attached hereto.

 
	
  

 	
  

 	
  

 
	
                     h.
 Schedule 7.8 (Other Names) of the Loan Agreement is hereby amended and
 restated with Schedule 7.8 attached hereto.

 
	
  

 	
  

 	
  

 
	
                     i.
 Schedule 7.16 (Intellectual Property) of the Loan Agreement is hereby
 amended and restated with Schedule 7.16 attached hereto.

 
	
  

 	
  

 	
  

 
	
                     j.
 Schedule 9.2 (Certain Unsecured Indebtedness) of the Loan Agreement is
 hereby amended and restated with Schedule 9.2 attached hereto. 

 
	
  

 	
  

 	
  

 
	
                     k.
 Section 7.1 of the Loan Agreement shall hereafter also reflect that
 ExamWorks Europe is a corporation duly incorporated, validly existing and in
 good standing under the laws of the State of Delaware.

 
	
  

 	
  

 	
  

 
	
                     l.
 Section 7.7 of the Loan Agreement shall hereafter also reflect that
 ExamWorks Europe’s principal place of business and chief executive office is
 located at 3280 Peachtree Road, Suite 2625, Atlanta, Georgia 30305, and its
 State of incorporation is Delaware.

 
	
  

 	
  

 	
  

 
	
                     m.
 Section 7.8 of the Loan Agreement shall hereafter also reflect that
 Borrower has used the following name: “ExamWorks Europe, Inc.”

 
	
  

 	
  

 	
  

 
	
                     n.
 Section 7.12 of the Loan Agreement shall hereafter also reflect that
 ExamWorks Europe is a wholly-owned subsidiary of Holding Company.

 
	
  

 	
  

 	
  

 
	
                     o.
 References in Section 8.5 and Section 9.16 of the Loan
 Agreement to the State of organization of Borrower shall also contain a
 reference to the State of Delaware with respect to ExamWorks Europe.

 
	
  

 	
  

 	
  

 
	
                     p.
 There is hereby added a new a new Section 8.17 of the Loan Agreement
 to read as follows:

 


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CONFIDENTIAL


	
  

 	
  

 	
  

 
	
                     “Holding
 Company shall, concurrent with any closing of any working capital facility
 with any lender to UK Subsidiary or UKIM, cause UK Subsidiary (and UK
 Subsidiary shall cause UKIM) to prepay amounts owing on the UK Loan Agreement
 in an amount equal to the lesser of the proceeds received from such working
 capital facility or the proceeds of the UK Loan Agreement used at the closing
 of the UKIM Acquisition to repay amounts outstanding under the UKIM working
 capital facility with Lloyds TSB Commercial Finance Limited, and Parent
 shall, immediately thereafter, repay outstanding Revolving Loans in an amount
 equal to such prepayment on the UK Loan Agreement.” 

 
	
  

 	
  

 	
  

 
	
                     q.
 Section 9.7 (a)(iii) is hereby amended and restated as follows:

 


                    “(iii)
for other corporate purposes (such as to pay for the transaction costs and
expenses contemplated in connection with this Agreement), which for
clarification shall not include any use of proceeds for, or any transaction
involving, any or all of SOMA Medical Assessments Corp., Direct IME Corp., ExamWorks
UK Ltd or UK Independent Medical Services Limited (other than solely in
connection with the SOMA Acquisition, the Direct IME Acquisition and the UKIM
Acquisition), and”


                    r.
Subsection (a) of Section 9.11 is hereby amended and restated as
follows:


                    “(a)
Borrower may transfer cash or property to Affiliates and enter into
transactions with Affiliates for fair value in the ordinary course of business
pursuant to terms that are no less favorable, in all material respects, to
Borrower than the terms upon which such transfers or transactions would have
been made had such transfers or transactions been made to or with a Person that
is not an Affiliate (which for clarification shall not include any transfers of
cash or property to, or transactions involving, any or all of SOMA Medical
Assessments Corp., Direct IME Corp., ExamWorks UK Ltd or UK Independent Medical
Services Limited,”


                    s.
Section 9.12(v) is hereby amended and restated as follows:


                    “(v)
Computation. Borrower acknowledges and agrees that the calculation and
computation of the foregoing financial ratios and covenants shall be pursuant
to and in accordance with Section 8.1(c) hereof; provided, however, that
for purposes of the calculation and computation of the foregoing financial
ratios and covenants only (and for no other purpose under this Agreement), each
of SOMA Medical Assessments Corp., Direct IME Corp., ExamWorks UK Ltd and UK
Independent Medical Services Limited shall be considered a “Borrower” under
this Agreement; provided further, that the EBITDA of each of SOMA Medical
Assessments Corp., Direct IME Corp., ExamWorks UK Ltd and UK Independent
Medical Services Limited shall only be included for purposes of such calculation
and computation if there are no restrictions or limitations on the payment of
dividends or the making of other distributions by SOMA Medical Assessments
Corp., Direct IME Corp., ExamWorks UK Ltd or UK Independent Medical Services
Limited, respectively, to ExamWorks Canada, ExamWorks Europe and/or Holding
Company.”


                    t. Section
10.1(b) of the Loan agreement shall also hereafter include a reference to Section
8.17 of the Loan Agreement.


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CONFIDENTIAL


                    u.
Section 10.1(r) of the Loan Agreement is hereby amended and restated as
follows:


	
  

 	
  

 
	
  

 	
           “Holding
 Company shall (i) revoke or attempt to revoke, terminate or contest its
 obligations under the Holding Company Pledge Agreement, the Holding Company
 EW Canada Pledge Agreement or the Holding Company EW Europe Pledge Agreement,
 or (ii) the Holding Company Pledge Agreement, the Holding Company EW Canada
 Pledge Agreement or the Holding Company EW Europe Pledge Agreement or any
 provision thereof shall cease to be in full force and effect in accordance
 with its terms and provisions;”

 


                    v.
Section 10.1(x) of the Loan Agreement is hereby amended and restated as
follows:


	
  

 	
  

 	
  

 
	
  

 	
           “Any
 or all of SOMA Medical Assessments Corp., Direct IME Corp., ExamWorks UK Ltd
 or UK Independent Medical Services Limited shall take any action or omit to
 take any action that, if such action were instead taken or omitted to be
 taken by any Borrower, would constitute an Event of Default;”

 
	
  

 	
  

 	
  

 
	
  

 	
           w.
 There is hereby added a new Section 10.1(y) of the Loan Agreement to
 read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
           “ExamWorks
 Europe shall revoke or attempt to revoke, terminate or contest its
 obligations under the ExamWorks Europe Pledge Agreement, or the ExamWorks
 Europe Pledge Agreement or any provision thereof shall cease to be in full
 force and effect in accordance with its terms and provisions;” 

 
	
  

 	
  

 	
  

 
	
  

 	
           x.
 There is hereby added a new Section 10.1(z) of the Loan Agreement to
 read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
           “The
 UK Subsidiary sells, transfers, grants options over, disposes of, assigns,
 creates an encumbrance over or encumbers in any manner or agrees or attempts
 to sell, transfer, grant options over, dispose of, assign, create an
 encumbrance over or encumber in any manner all, any or any part of the equity
 share capital of any other shares in UKIM or any of its title, rights or
 interests in them or agrees to the issue of, or grant of options to subscribe
 for, any shares in UKIM to a third party;” and

 
	
  

 	
  

 	
  

 
	
  

 	
           y.
 Annex A to the Loan Agreement is hereby amended and restated in its
 entirety with Annex A attached hereto. After giving effect to this
 Twelfth Amendment and the instruments and agreements being executed and
 delivered in connection herewith, the Lenders’ respective Pro Rata Shares for
 purposes of the Loan Agreement will be as set forth in such Annex A.

 


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CONFIDENTIAL


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


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


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


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


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


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


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CONFIDENTIAL


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


                    f.
The legal name of ExamWorks Europe is “ExamWorks Europe, Inc.” and its organizational
number assigned by the Delaware Secretary of State is 4865211;


                    g.
Except as otherwise provided in Section 1(d) hereof, with respect to the
UKIM Acquisition, each of the conditions precedent identified on Exhibit C
attached to the Loan Agreement have previously been satisfied or will be
satisfied concurrently with the execution and delivery of this Twelfth
Amendment or as provided in Section 14 hereof as post closing matters;
and


                    h.
The “Collateral” (as defined in the Loan Agreement) shall hereafter also
include, without limitation, except as otherwise specifically provided in Section
1(d) hereof, the assets of ExamWorks Europe, and the Administrative Agent
(for the ratable benefit of the Lenders and the Administrative Agent) has a
first priority perfected security interest in all such Collateral (subject only
to Permitted Liens).


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


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


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


                    c.
copies of resolutions of (i) the Board of Directors of Holding Company
authorizing or ratifying the execution, delivery and performance by Holding
Company of this Twelfth Amendment and the Holding Company EW Europe Pledge
Agreement and any other Financing Agreement to which Holding Company is a
party, certified by a Duly Authorized Officer of Holding Company, (ii) the
Board of Directors of ExamWorks Europe authorizing or ratifying the execution,
delivery and performance by ExamWorks Europe of the ExamWorks Europe Charge
Agreement and any other Financing Agreement to which ExamWorks Europe is a
party, certified by a Duly Authorized Officer of ExamWorks Europe, and (iii) a
written resolution of the member(s) of the UK Subsidiary amending the Articles
of the UK Subsidiary so as to allow the perfection of the ExamWorks Europe
Charge Agreement certified by a Duly Authorized Officer of the UK Subsidiary;


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CONFIDENTIAL


                    d.
receipt by Administrative Agent of such other duly executed and delivered
resolutions (including with respect to the underlying Loan Agreement as amended
by this Twelfth Amendment with respect to ExamWorks Europe), certified
Organization Documents, good standing certificates, secretary’s certificates,
closing condition certificates and such other related certificates and
documents (if any), with respect to Parent and the other Borrowers reasonably
required by Administrative Agent in connection with this Twelfth Amendment (each
of which must be in form and substance reasonably satisfactory to the
Administrative Agent);


                    e.
receipt by Administrative Agent of true, correct and complete duly executed
copies of each of the following: (i) a Fifth Modification to Revolving Credit
Note by Borrowers with respect to the Revolving Credit Note of each of Fifth
Third and Bank of America, respectively; (ii) a Sixth Modification to Term Loan
Note by Borrowers with respect to the Term Loan Note of each of Fifth Third and
Bank of America, respectively; (iii) a Third Modification to Revolving Credit
Note by Borrowers with respect to the Revolving Credit Note of GE Capital; (iv)
a Third Modification to Term Loan Note by Borrowers with respect to the Term
Loan Note of GE Capital; (v) the Holding Company EW Europe Pledge Agreement by
Holding Company in favor of Administrative Agent (together with original stock
certificate(s) and assignment(s) separate from certificate); (vi) the ExamWorks
Europe Charge Agreement by ExamWorks Europe in favor of Administrative Agent
(together with original stock certificate(s) and executed blank stock transfer
form(s) representing 65% of the issued and outstanding equity in the UK
Subsidiary) and a certified copy of the members register of the UK Subsidiary;
(vii) a Sixth Amendment to Intellectual Property Security Agreement; and (viii)
a certificate of the two principal shareholders of UKIM to the effect that such
principal shareholders have no knowledge of any material items that would
reasonably be expected to appear on the search results on the management
background checks with respect to UKIM referenced in Section 14 below;


                    f.
Certificates of Insurance in form and substance satisfactory to Administrative
Agent, from Borrowers’ insurance carriers reflecting (i) the addition of
ExamWorks Europe as a co-borrower (together with a Loss Payable Endorsement
signed by the applicable insurance agent) and the addition of the UK Subsidiary
and UKIM, (ii) Administrative Agent as additional insured and “lender’s loss
payee” thereunder, and (iii) increased insurance coverage as a result of the
acquisition contemplated hereby;


                    g.
receipt of UCC tax, lien, pending suit and judgment searches for ExamWorks
Europe (and, in each case, under each trade name used during the prior five
years), each dated a date reasonably near to the Twelfth Amendment Effective
Date in all jurisdictions for such entity as reasonably required by
Administrative Agent, and a Companies Registry mortgages and charges register
search for the UK Subsidiary and UKIM, the results of which shall be
satisfactory to Administrative Agent in its sole and absolute determination;


                    h.
receipt of authorization to file UCC Financing Statements, and UCC Financing Statements, as requested by
Administrative Agent, naming the Additional Borrower as debtor and
Administrative Agent as secured party with respect to the Additional Borrower’s
Collateral, shall have been filed with the Delaware Secretary of State;


                    i.
receipt of authorization to file UCC Financing Statements, and UCC Financing
Statements (or amendments thereto), as requested by Administrative Agent,
naming each of (i) Holding Company as debtor and Administrative Agent as secured
party with respect to the equity of ExamWorks Europe owned by Holding Company,
(ii) ExamWorks Europe as debtor and Administrative Agent as secured party with
respect to 65% of the equity of the UK Subsidiary owned by ExamWorks Europe
shall have been filed with the Delaware Secretary of State;


-11-





CONFIDENTIAL


                    j.
receipt by Administrative Agent of an opinion of Paul, Hastings, Janofsky &
Walker, LLP, legal counsel to Holding Company, Parent, ExamWorks Europe, the UK
Subsidiary and the other Borrowers, addressed to Administrative Agent, Issuing
Lenders and each Lender, in form and substance reasonably satisfactory to
Administrative Agent;


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


                    l.
receipt by Administrative Agent of true, correct and complete duly executed
copies of the UKIM Purchase Agreement and the other material Acquisition
Documents relating to the UKIM Acquisition, including, without limitation, any
disclosure schedules, bill of sale, assignment and assumption agreement,
intellectual property assignment agreement, escrow agreement and Landlord
Waiver executed or delivered in connection therewith;


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


                    n.
receipt by Administrative Agent of a duly completed Compliance Certificate as
of the fiscal quarter of Borrower ending June 30, 2010, after giving pro forma
effect to the amendments to the definitions of Maximum Revolving Facility and
Maximum Term Facility described in Sections 2(a)(vi) and 2(a)(vii)
hereof, all Loans to be made on the date hereof and the consummation of the
UKIM Acquisition, signed by a Duly Authorized Officer of Parent;


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


                    p.
Administrative Agent shall have received a payoff letter and deeds of release
from any secured lender to UKIM (including, without limitation, Lloyds TSB
Commercial Finance Limited, each in form and substance reasonably satisfactory
to Administrative Agent (together with applicable UCC/Companies House Form MG02
in relation to any charges registered in relation to UKIM at the Companies
Registry, termination statements, trademark releases and copyright releases
necessary to release all Liens (other than Permitted Liens) and other rights in
favor of any Person (other than Administrative Agent (for the ratable benefit
of Lenders and Administrative Agent)), if any, in any of the Collateral (which,
subject to Section 1(d) hereof, shall include the assets purchased by
the UK Subsidiary pursuant to the UKIM Purchase Agreement), and other documents
as Administrative Agent reasonably deems necessary or appropriate, which shall
have been filed in all jurisdictions that Administrative Agent reasonably deems
necessary or advisable;


-12-





CONFIDENTIAL


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


                    r.
subject to Section 1(d) hereof, receipt by Administrative Agent of all
financial information, studies, materials, due diligence results, management
reports and related documentation as required pursuant to Exhibit C to
the Loan Agreement;


                    s.
receipt by Administrative Agent of a fully-completed and duly executed Notice
of Borrowing (together with a flow of funds) with respect to the UKIM
Acquisition and this Twelfth Amendment;


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


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


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


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


                    x.
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, if any.


          6.
Reaffirmation; References to Loan Agreement.


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


-13-





CONFIDENTIAL


                    b.
Upon the effectiveness of this Twelfth Amendment, 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
Twelfth Amendment.


                    c.
The failure by Administrative Agent, at any time or times hereafter, to require
strict performance by any Borrower or Holding Company of any provision or term
of the Loan Agreement, this Twelfth Amendment 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
Twelfth Amendment 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 Twelfth Amendment 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 or Holding Company contained in
this Twelfth Amendment, 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 Twelfth Amendment
establish a course of dealing among Administrative Agent, Holding Company,
Parent or any other Borrower or any other obligor, or in any other way obligate
Administrative Agent to hereafter provide any amendments or, if at any time
applicable, waivers with respect to the Loan Agreement or any other Financing
Agreement. The terms and provisions of this Twelfth Amendment 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.


-14-





CONFIDENTIAL


          7.
Release.


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


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


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


-15-





CONFIDENTIAL


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


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


          11.
Financing
Agreement. This Twelfth Amendment shall constitute a Financing
Agreement.


          12.
Severability;
Faxes. Any provision of this Twelfth Amendment 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 Twelfth Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, neither Holding Company, Parent nor
any other Borrower may assign any of its respective rights or obligations under
this Twelfth Amendment without the prior written consent of Administrative
Agent.


          14.
Additional
Covenants. Parent and the other Borrowers covenant and agree to
deliver or cause to be delivered to Administrative Agent (a) search results on
the management background checks with respect to the management of UKIM within
twenty (20) days of the Twelfth Amendment Effective Date and (b) a legal
opinion of Paul, Hastings, Janofsky & Walker (Europe) LLP, English legal
counsel to Holding Company, Parent, ExamWorks Europe, the UK Subsidiary and the
other Borrowers, addressed to Administrative Agent, Issuing Lenders and each
Lender (being original parties to the Twelfth Amendment on the Twelfth
Amendment Effective Date), on the binding nature of the governing law clause of
the ExamWorks Europe Charge Agreement under English law, in form and substance
reasonably satisfactory to Administrative Agent within seven (7) Business Days
of the Twelfth Amendment Effective Date.


[Remainder of
page intentionally blank; signature pages follow]


-16-





CONFIDENTIAL


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EXAMWORKS, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez
 de Castro

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name: J. Miguel Fernandez de Castro

 
	
  

 	
 Its: Senior Vice President and Chief Financial

 
	
  

 	
 Officer

 
	
  

 	
  

 
	
  

 	
 SOUTHWEST
 MEDICAL EXAMINATION

 SERVICES, INC.

 
	
  

 	
 THE RICWEL
 CORPORATION

 
	
  

 	
 DIAGNOSTIC
 IMAGING INSTITUTE, INC.

 
	
  

 	
 PACIFIC BILLING
 SERVICES, INC.

 
	
  

 	
 MARQUIS MEDICAL
 ADMINISTRATORS, INC.

 
	
  

 	
 FLORIDA MEDICAL
 SPECIALISTS, INC.

 
	
  

 	
 EXAMWORKS
 CANADA, INC.

 
	
  

 	
 NETWORK MEDICAL
 REVIEW COMPANY,

 
	
  

 	
 LTD.

 
	
  

 	
 NETWORK MEDICAL
 MANAGEMENT

 
	
  

 	
 COMPANY, LTD.

 
	
  

 	
 INSURANCE
 APPEALS, LTD.

 
	
  

 	
 ELITE
 PHYSICIANS, LTD.

 
	
  

 	
 WORKERS FIRST,
 INC.

 
	
  

 	
 EXIGERE
 CORPORATION

 
	
  

 	
 EXAMWORKS
 EUROPE, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 	
  

 
	
  

 	
  

 	 
 	
  

 
	
  

 	
 Name: J. Miguel
 Fernandez de Castro

 
	
  

 	
 Its: Senior Vice
 President and Chief Financial

 Officer

 
	
  

 	
  

 
	
  

 	
 CFO MEDICAL
 SERVICES, LLC

 
	
  

 	
 RICWEL OF WEST
 VIRGINIA, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 ExamWorks, Inc.,
 its sole member and manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 	
  

 
	
  

 	
  

 	 
 	
  

 
	
  

 	
 Name: J. Miguel
 Fernandez de Castro

 
	
  

 	
 Its: Senior Vice
 President and Chief Financial

 Officer

 



EXAMWORKS, INC.
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT






CONFIDENTIAL


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EXAMWORKS REVIEW
 SERVICES, LLC

 
	
  

 	
 IME SOFTWARE
 SOLUTIONS, LLC

 
	
  

 	
 EXAMWORKS
 EVALUATIONS OF NEW

 
	
  

 	
 YORK, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 ExamWorks, Inc.,
 its sole member

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ J. Miguel Fernandez de Castro

 	
  

 
	
  

 	
  

 	 
 	
  

 
	
  

 	
 Name: J. Miguel
 Fernandez de Castro

 
	
  

 	
 Its: Senior Vice President and Chief Financial

 Officer

 



EXAMWORKS, INC.
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT





CONFIDENTIAL


	
  

 	
  

 	
  

 	
  

 
	
 Acknowledged and Agreed:

 	
  

 
	
  

 	
  

 	
  

 
	
 EXAMWORKS GROUP, INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ J. Miguel Fernandez
 de Castro

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
 Name: J. Miguel Fernandez de Castro

 	
  

 
	
 Its:
 Senior Vice President and Chief Financial Officer

 	
  

 



EXAMWORKS, INC.
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT





CONFIDENTIAL


	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD BANK,

 
	
  

 	
 as Administrative Agent and a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/
 Philip Renwick

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Philip Renwick

 
	
  

 	
  

 	
 Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A.,

 
	
  

 	
 as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/
 Shawn Janko

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Shawn Janko

 
	
  

 	
  

 	
 Senior Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 GENERAL ELECTRIC CAPITAL

 CORPORATION,

 
	
  

 	
 as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/
 W. Grant Johnston

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Grant Johnston

 
	
  

 	
  

 	
 Duly Authorized Signatory

 



EXAMWORKS, INC.
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT






CONFIDENTIAL


Schedule
4.7


Borrower
Locations


	
  

 	
  

 	
  

 
	
 Company Name

 	
  

 	
 Address

 
	
 ExamWorks, Inc.

 	
  

 	
 3280 Peachtree Road

 
	
  

 	
  

 	
 Suite 2625

 
	
  

 	
  

 	
 Atlanta, GA 30305

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6901 Jericho Turnpike,
 Suite 230

 
	
  

 	
  

 	
 Syosset, NY 11791

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10423 Old Placeville Road

 
	
  

 	
  

 	
 Suite 100

 
	
  

 	
  

 	
 Sacramento, CA 95827

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 20300 West 12 Mile Road

 
	
  

 	
  

 	
 Suite 103

 
	
  

 	
  

 	
 Southfield, MI 48076

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2400 West Dunlap Avenue,
 Suite 155

 
	
  

 	
  

 	
 Phoenix, AZ 85021

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2501 SW First Avenue

 
	
  

 	
  

 	
 Suite 400

 
	
  

 	
  

 	
 Portland, OR 97201

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Gateway Park, LLC

 
	
  

 	
  

 	
 523 Fellowship Road

 
	
  

 	
  

 	
 Suite 275

 
	
  

 	
  

 	
 Mount Laurel, NJ 08054

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11465 Johns Creek Parkway 

 
	
  

 	
  

 	
 Suite 140 

 
	
  

 	
  

 	
 Duluth, GA 30097

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21 Ryder Place

 
	
  

 	
  

 	
 East Rockaway, NY 11518

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1160 Industrial Street

 
	
  

 	
  

 	
 Redding, CA 96002

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5100 Gamble Drive

 
	
  

 	
  

 	
 Suite 540

 
	
  

 	
  

 	
 St. Louis Park, MN 55416

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2420 S. Union Avenue,
 Suite 240

 
	
  

 	
  

 	
 Tacoma, WA 98405-1322



 
	
  

 	
  

 	
 250 N. Patrick Boulevard,
 Suite 170

 
	
  

 	
  

 	
 Brookfield, WI 53045

 









CONFIDENTIAL


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 226 Wright Building

 
	
  

 	
  

 	
 2233 University Avenue
 West

 
	
  

 	
  

 	
 Suite 226

 
	
  

 	
  

 	
 St. Paul, MN 55114

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 77 Cadillac Drive

 
	
  

 	
  

 	
 Sacramento, CA 95825

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2450 Rimrock Road

 
	
  

 	
  

 	
 Suite 303

 
	
  

 	
  

 	
 Madison, WI 53713

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1815 NW 169th Place

 
	
  

 	
  

 	
 Suite 1040

 
	
  

 	
  

 	
 Beaverton, OR 97006

 
	
  

 	
  

 	
  

 
	
 CFO Medical Services, LLC

 	
  

 	
 4 Becker Farm Road

 
	
  

 	
  

 	
 1st Floor

 
	
  

 	
  

 	
 Roseland, NJ 07068

 
	
  

 	
  

 	
  

 
	
 Pacific Billing Services, Inc.

 	
  

 	
 12001 N. Central
 Expressway, Suite 800

 
	
  

 	
  

 	
 Dallas, TX 75243

 
	
  

 	
  

 	
  

 
	
 IME Software Solutions, LLC

 	
  

 	
 3280 Peachtree Road

 
	
  

 	
  

 	
 Suite 2625

 
	
  

 	
  

 	
 Atlanta, GA 30305

 
	
  

 	
  

 	
  

 
	
 Southwest Medical Examination Services, Inc.

 	
  

 	
 12001 North Central Expressway
 

 
	
  

 	
  

 	
 Suite 800 

 
	
  

 	
  

 	
 Dallas, Texas 75243 

 
	
  

 	
  

 	
  

 
	
 Diagnostic Imaging Institute, Inc.

 	
  

 	
 4141 SW Freeway

 
	
  

 	
  

 	
 Suite 500

 
	
  

 	
  

 	
 Houston, TX 77027

 
	
  

 	
  

 	
  

 
	
 ExamWorks Review Services, LLC

 	
  

 	
 3280 Peachtree Road

 
	
  

 	
  

 	
 Suite 2625

 
	
  

 	
  

 	
 Atlanta, GA 30305

 
	
  

 	
  

 	
  

 
	
 The Ricwel Corporation

 	
  

 	
 525 Metro Place North

 
	
  

 	
  

 	
 Suite 450

 
	
  

 	
  

 	
 Dublin, OH 43017

 
	
  

 	
  

 	
  

 
	
 Ricwel of West Virginia, LLC

 	
  

 	
 803 Quarrier Street

 
	
  

 	
  

 	
 Suite 220
Charleston, WV 25301

 
	
  

 	
  

 	
  

 









CONFIDENTIAL


	
  

 	
  

 	
  

 
	
 Marquis Medical Administrators, Inc.

 	
  

 	
 4 Becker Farm Road

 
	
  

 	
  

 	
 1st Floor

 
	
  

 	
  

 	
 Roseland, NJ 07068

 
	
  

 	
  

 	
  

 
	
 Florida Medical Specialists, Inc.

 	
  

 	
 200 E. Las Olas Blvd

 
	
  

 	
  

 	
 Suite 1660

 
	
  

 	
  

 	
 Fort Lauderdale, FL 33301

 
	
  

 	
  

 	
  

 
	
 ExamWorks Evaluations of New York, LLC

 	
  

 	
 3280 Peachtree Road

 
	
  

 	
  

 	
 Suite 2625

 
	
  

 	
  

 	
 Atlanta, GA 30305

 
	
  

 	
  

 	
  

 
	
 ExamWorks Canada, Inc.

 	
  

 	
 3280 Peachtree Road

 
	
  

 	
  

 	
 Suite 2625

 
	
  

 	
  

 	
 Atlanta, GA 30305

 
	
  

 	
  

 	
  

 
	
 Network Medical Review Company, Ltd.

 	
  

 	
 605 Fulton Avenue

 
	
  

 	
  

 	
 Suite 2002

 
	
  

 	
  

 	
 Rockford, IL 61103

 
	
  

 	
  

 	
  

 
	
 Network Medical Management Company, Ltd.

 	
  

 	
 605 Fulton Avenue

 
	
  

 	
  

 	
 Suite 2002

 
	
  

 	
  

 	
 Rockford, IL 61103

 
	
  

 	
  

 	
  

 
	
 Insurance Appeals, Ltd.

 	
  

 	
 605 Fulton Avenue

 
	
  

 	
  

 	
 Suite 2002

 
	
  

 	
  

 	
 Rockford, IL 61103

 
	
  

 	
  

 	
  

 
	
 Elite Physicians, Ltd.

 	
  

 	
 605 Fulton Avenue

 
	
  

 	
  

 	
 Suite 2002

 
	
  

 	
  

 	
 Rockford, IL 61103

 
	
  

 	
  

 	
  

 
	
 WorkersFirst, Inc.

 	
  

 	
 605 Fulton Avenue

 
	
  

 	
  

 	
 Suite 2002

 
	
  

 	
  

 	
 Rockford, IL 61103

 
	
  

 	
  

 	
  

 
	
 Exigere Corporation

 	
  

 	
 3005 112th Avenue NE

 
	
  

 	
  

 	
 Suite 200

 
	
  

 	
  

 	
 Bellevue, WA 98004

 
	
  

 	
  

 	
  

 
	
 ExamWorks Europe, Inc.

 	
  

 	
 3280 Peachtree Road

 
	
  

 	
  

 	
 Suite 2625

 
	
  

 	
  

 	
 Atlanta, GA 30305



 









CONFIDENTIAL


Schedule
7.5


Organizational
Numbers


	
  

 	
  

 	
  

 
	
 Company Name

 	
  

 	
 Company Number

 
	
 ExamWorks Holdings, LLLP

 	
  

 	
 07036066

 
	
  

 	
  

 	
  

 
	
 ExamWorks, Inc.

 	
  

 	
 4342019

 
	
  

 	
  

 	
  

 
	
 ExamWorks Evaluations of New York, LLC 

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 
	
 CFO Medical Services, LLC

 	
  

 	
 0600315820

 
	
  

 	
  

 	
  

 
	
 Pacific Billing Services, Inc.

 	
  

 	
 800747365

 
	
  

 	
  

 	
  

 
	
 IME Software Solutions, LLC

 	
  

 	
 B7966D

 
	
  

 	
  

 	
  

 
	
 Southwest Medical Examination Services, Inc.

 	
  

 	
 123769800

 
	
  

 	
  

 	
  

 
	
 Diagnostic Imaging Institute, Inc.

 	
  

 	
 126513100

 
	
  

 	
  

 	
  

 
	
 Set-Aside Solutions, LLC

 	
  

 	
 4713975

 
	
  

 	
  

 	
  

 
	
 The Ricwel Corporation

 	
  

 	
 697241

 
	
  

 	
  

 	
  

 
	
 Ricwel of West Virginia, LLC

 	
  

 	
 76308

 
	
  

 	
  

 	
  

 
	
 Marquis Medical Administrators, Inc.

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 
	
 Florida Medical Specialists, Inc.

 	
  

 	
 0100430388

 
	
  

 	
  

 	
  

 
	
 ExamWorks Canada, Inc.

 	
  

 	
 4839836

 
	
  

 	
  

 	
  

 
	
 Network Medical Review Company, Ltd.

 	
  

 	
 6212-482-2

 
	
  

 	
  

 	
  

 
	
 Network Medical Management Company, Ltd.

 	
  

 	
 6213-0776

 
	
  

 	
  

 	
  

 
	
 Insurance Appeals, Ltd.

 	
  

 	
 6212-705-8

 
	
  

 	
  

 	
  

 
	
 Elite Physicians, Ltd.

 	
  

 	
 5851-395-4

 
	
  

 	
  

 	
  

 
	
 WorkersFirst, Inc.

 	
  

 	
 6065-532-4

 
	
  

 	
  

 	
  

 
	
 Exigere Corporation

 	
  

 	
 601754112

 
	
  

 	
  

 	
  

 
	
 ExamWorks Europe, Inc.

 	
  

 	
 4865211

 
	
  

 	
  

 	
  

 









CONFIDENTIAL


Schedule
7.8


Other Names


	
  

 	
  

 
	
 •

 	
 CMRS

 
	
 •

 	
 CFO

 
	
 •

 	
 TEG

 
	
 •

 	
 DII

 
	
 •

 	
 SWME

 
	
 •

 	
 IME Centric

 
	
 •

 	
 FMS

 
	
 •

 	
 Ricwel of OH

 
	
 •

 	
 Ricwel of WV

 
	
 •

 	
 PBS

 
	
 •

 	
 MAG

 
	
 •

 	
 Medical Assurance Group

 
	
 •

 	
 QualMed

 
	
 •

 	
 MedNet

 
	
 •

 	
 MEI

 
	
 •

 	
 Medical Evaluations

 
	
 •

 	
 AMBR

 
	
 •

 	
 American Medical Bill
 Review

 
	
 •

 	
 American Medical Bill
 Review Services

 
	
 •

 	
 MMS

 
	
 •

 	
 Metro Medical Services

 
	
 •

 	
 Network Medical Review

 
	
 •

 	
 Network Medical Review Company

 
	
 •

 	
 Network Medical Management
 Company

 
	
 •

 	
 Insurance Appeals

 
	
 •

 	
 Elite Physicians

 
	
 •

 	
 WorkersFirst

 
	
 •

 	
 Independent Medical
 Services Corporation

 
	
 •

 	
 401 Diagnostic

 
	
 •

 	
 401 Diagnostic and
 Treatment Center 

 
	
 •

 	
 Verity Medical

 
	
 •

 	
 Exigere

 
	
 •

 	
 Exigere Corporation

 
	
 •

 	
 Health Cost Management

 
	
 •

 	
 HCM

 
	
 •

 	
 ExamWorks Review Services

 










CONFIDENTIAL


Schedule
7.16


Intellectual
Property


CFO
Medical Services, LLC


Registered mark no.
2,770,800 for CFO Medical Services 


ExamWorks,
Inc.


Registered mark no.
2,917,614 for Benchmark Medical Consultants (words only)


Registered service mark no.
S19097 for Crossland Medical Review Services: Our Service Is Your Solution!


Registered service mark no.
3,509,987 for Abeton


Registered mark no. 3577691
for QualMed Evaluations


Trademark application no.
85101472 for ExamWorks


Trademark application no.
85101495 for ExamWorks


Trademark application with
the Registrar of Trade-marks at the Canadian Intellectual Property Office no.
1,492,996 (EXAMWORKS)


Trademark application with
the Registrar of Trade-marks at the Canadian Intellectual Property Office no.
1, 492,992 (EXAMWORKS Design)


IME
Software Solutions, LLC


Registered copyright no.
TXu001043714 for IME*Centric


The
Ricwel Corporation 


Registered mark no.
2,545,331 for EFILE


Registered mark no.
2,316,927 for Vidmed Resolutions


Southwest
Medical Examination Services, Inc.


Registered service mark no.
3,041,490 for Southwest Medical Examination Services


Network
Medical Review Company, Ltd.


Registered mark no.
2,380,002 for Elite Physicians





Registered mark no. 2,671,783 for a design:





CONFIDENTIAL


Schedule
9.2


Certain
Unsecured Indebtedness


1. [CONFIDENTIAL MATERIAL REDACTED AND FILED
SEPARATELY WITH THE COMMISSION]