Exhibit
 10.1.17

 



ELEVENTH
AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


          THIS
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Eleventh
Amendment”) dated as of September 1, 2010 is by and among EXAMWORKS, INC.,
a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION
SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio
corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company,
DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST
VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING
SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware
limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York
corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company,
FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS
EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, EXAMWORKS
CANADA, INC., a Delaware corporation, NETWORK MEDICAL REVIEW COMPANY, LTD., an
Illinois corporation, NETWORK 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 and the subsidiaries
of Parent that may from time to time hereafter become parties hereto and the
Loan Agreement (all of the foregoing, together with Parent, individually, “Borrower”
and collectively, “Borrowers”), FIFTH THIRD BANK, an Ohio banking
corporation in its capacity as administrative agent for Lenders identified
below (together with its successors and assigns, “Administrative Agent”),
and FIFTH THIRD BANK, an Ohio banking corporation in its individual capacity (“Fifth
Third”), BANK OF AMERICA, N.A., a national banking association (“Bank of
America”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(“GE Capital” and, together with Fifth Third and Bank of America, “Lenders”)


RECITALS:


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


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





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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1. Consent.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           a.
 Subject to the terms and conditions set forth in this Eleventh 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 Parent of substantially all of the assets of Health
 Cost Management LLC, an Oregon limited liability company (together with its
 successors and assigns, “HCM”), as more fully described in that
 certain Asset Purchase Agreement (the “HCM Purchase Agreement”), dated
 as of September 1, 2010, by and among Parent, Holding Company, HCM and the
 holders of 99% of the membership interests of HCM (the “HCM Acquisition”).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           b.
 Subject to the terms and conditions set forth in this Eleventh Amendment, and
 notwithstanding anything in the Loan Agreement and the other Financing
 Agreements to the contrary (including, without limitation, Sections 8.12,
 9.3, 9.6, 9.11 and 9.15 of the Loan Agreement),
 solely in connection with the Asset Contribution (as defined below)
 Administrative Agent and Lenders hereby consent to (i) the change in the name
 of Set-Aside Solutions, LLC to “ExamWorks Review Services, LLC” (hereafter, “ERS”),
 and waive the thirty (30) day advance notice requirement set forth in Section
 8.12 of the Loan Agreement, (ii) the amendment and the restatement of the
 Certificate of Formation of Set-Aside Solutions, LLC (together with the
 applicable newly entered into Limited Liability Company Agreement, the “ERS
 Charter Documents”), in the forms provided to Administrative Agent and
 Lenders pursuant to Section 5(f) hereof, and (iii) the contribution
 (the “Asset Contribution”) by Parent of certain assets and liabilities
 to ERS as more fully described in that certain Contribution Agreement (the “Contribution
 Agreement”), dated as of September 1, 2010, by and between Parent and
 ERS.

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
                     iii.
 the definition of “Acquisition Documents” therein shall also include
 the HCM 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 HCM Acquisition,
 in each case as the same may be amended or modified in conformity with Section
 9.15 of the Loan Agreement; and

 


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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “Eleventh
 Amendment Effective Date” means September 1, 2010.

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           e.
 Schedule 7.16 (Intellectual Property) of the Loan Agreement is hereby
 supplemented by including the additional trademark applications identified on
 Schedule 7.16 attached hereto.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           f.
 Section 7.8 of the Loan Agreement shall hereafter also reflect that
 Borrower has used the following names: “Health Cost Management,” “HCM” and
 “ExamWorks Review Services.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           g.
 All references to “Set-Aside Solutions LLC” in the Loan Agreement and all
 other applicable Financing Agreements (and all schedules and exhibits
 thereto) shall hereafter be deemed to be references to “ExamWorks Review
 Services, LLC.”

 
	
  

 	
  

 	
  

 	
  

 
	
           3.
 No
 Other Amendments. Notwithstanding the amendments set forth in Section
 2 hereof, Parent and the other Borrowers acknowledge and expressly agree
 that this Eleventh 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 of the Loan Agreement or any other Financing
 Agreements (other than as expressly set forth in this Eleventh 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:

 


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                     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 Eleventh 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 Eleventh Amendment has been duly authorized, validly executed and
 delivered by one or more Duly Authorized Officers of each of Parent, the
 other Borrowers and Holding Company, and each of this Eleventh Amendment and
 the Loan Agreement constitutes the legal, valid and binding obligations of
 Parent and the other Borrowers (and each of this Eleventh 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
 Borrower);

 
	
  

 	
  

 	
  

 	
  

 
	
                     d.
 The execution and delivery of this Eleventh Amendment and performance by
 Parent and each other Borrower and, as applicable, Holding Company, under
 this Eleventh 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;

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
                     f.
 With respect to the HCM 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 Eleventh Amendment or as provided in Section 14
 hereof as post closing matters;

 


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

 
	
  

 	
  

 	
  

 	
  

 
	
                     h.
 Administrative Agent and Lenders have been provided with a true and complete,
 fully-executed copy of the HCM Purchase Agreement, the ERS Charter Documents
 and the Contribution Agreement; and

 
	
  

 	
  

 	
  

 	
  

 
	
                     i.
 With respect to the Asset Contribution and other matters identified in Section
 1(b) hereof, no stockholder approval or consent of any kind is or shall
 be required in accordance with either applicable law or any contractual
 document binding on Parent or Set-Aside Solutions, LLC.

 
	
  

 	
  

 	
  

 	
  

 
	
           5.
 Conditions
 Precedent to Effectiveness of this Eleventh Amendment. The
 consents and amendments contained in Section 1 and Section 2 of
 this Eleventh 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
 Eleventh Amendment from each of Parent, each of the other Borrowers, Holding
 Company and Lenders;

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 


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

 
	
  

 	
  

 	
  

 	
  

 
	
                     f.
 receipt by Administrative Agent of true, correct and complete duly executed
 copies of each of the following: (i) the HCM Purchase Agreement and the other
 material Acquisition Documents relating to the HCM 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,
 (ii) each of the certificates, written consents and documents required or
 delivered in connection with the matters described in Section 1(b)
 hereof, including the Contribution Agreement and the ERS Charter Documents
 and (iii) a Fifth Amendment to Intellectual Property Security Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
                     g.
 receipt by Administrative Agent of evidence, in form and substance reasonably
 satisfactory to it, of the (i) simultaneous consummation of the HCM
 Acquisition on terms and conditions set forth in the HCM Purchase Agreement
 and (ii) the simultaneous consummation of the Asset Contribution and the
 other matters identified in Section 1(b) hereof on terms and
 conditions set forth in the Contribution Agreement and the filing of the ERS
 Charter Documents with the Delaware Secretary of State, each of which shall
 be in form and substance reasonably satisfactory to the Administrative Agent;

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 


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                     k.
 receipt by Administrative Agent of evidence that the Liens in favor of
 Administrative Agent are valid, enforceable, properly perfected in a manner
 reasonably acceptable to Administrative Agent, and receipt of (i) UCC
 Financing Statements (or amendments thereto), as requested by Administrative
 Agent, naming ERS as debtor and Administrative Agent as secured party with
 respect to ERS’s Collateral, shall have been filed with the Delaware
 Secretary of State and (ii) appropriate filings (or amendments thereto) with
 the USPTO and the Registrar of Trade-marks at the Canadian Intellectual
 Property Office as requested by Administrative Agent, naming Parent as debtor
 and Administrative Agent as secured party with respect to the additional
 Intellectual Property addressed in the Fifth Amendment to Intellectual
 Property Security Agreement.

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
                     n.
 receipt by Administrative Agent of a fully-completed and duly executed
 Borrowing Base Certificate as of June 30, 2010;

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
                     6.
 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 Eleventh Amendment.

 


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                     b.
 Upon the effectiveness of this Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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 consents or amendments or, if at any time applicable, waivers
 with respect to the Loan Agreement or any other Financing Agreement. The
 terms and provisions of this Eleventh 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.

 


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 7. 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, 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 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, 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 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 Eleventh 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 Eleventh 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 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 Eleventh Amendment (and without which
 the consents and amendments in Section 1 and Section 2 hereof
 would not have been agreed to by Administrative Agent and Lenders).

 


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                     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 Eleventh 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 Eleventh Amendment and the other
 agreements, instruments and documents contemplated hereby, including, without
 limitation, reasonable attorneys’ fees and out-of-pocket expenses.

 
	
  

 	
  

 	
  

 	
  

 
	
                     9.
 Counterparts.
 This Eleventh 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 Eleventh 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 Eleventh Amendment shall constitute a
 Financing Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
                     12.
 Severability;
 Faxes. Any provision of this Eleventh 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 Eleventh 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 Borrower may assign any of its respective rights or obligations under
 this Eleventh Amendment without the prior written consent of Administrative
 Agent.

 
	
  

 	
  

 	
  

 	
  

 
	
                     14.
 Additional
 Covenants. On or before thirty (30) days after the date
 hereof, Parent shall have qualified to do business in each state in which,
 due to the HCM Acquisition, it is now required to so qualify, and shall provide
 evidence thereof to the Administrative Agent in the form of certificates of
 good standing or equivalent certificates. On or before five (5) days after
 the date hereof, Parent shall have delivered a certified copy of the Amended
 and Restated Certificate of Formation of Set-Aside Solutions, LLC (to be
 known as ExamWorks Review Services, LLC), certified by the Delaware Secretary
 of State, together with the original limited liability company certificate(s)
 for ERS (replacing the existing limited liability company certificate for
 Set-Aside Solutions, LLC) and assignment(s) separate from certificate.

 


 [Remainder
of page intentionally blank; signature pages follow]


-10-





          IN
WITNESS WHEREOF, the parties hereto have executed this
Eleventh 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

 
	
  

 	
  

 	
  

 
	
  

 	
 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.

ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
 Acknowledged and Agreed:

 	
  

 
	
  

 	
  

 	
  

 
	
 EXAMWORKS GROUP, INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
      /s/ J. Miguel
 Fernandez de Castro

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
 Name: J. Miguel Fernandez de Castro

 	
  

 
	
 Its:      Senior Vice
 President, Chief Financial Officer and Treasurer

 	
  

 



 EXAMWORKS, INC.

ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD BANK,

 	
  

 
	
  

 	
 as Administrative Agent and a Lender

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/ Philip Renwick

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Philip Renwick

 	
  

 
	
  

 	
  

 	
 Vice President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A.,

 	
  

 
	
  

 	
 as a Lender

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/ Shawn Janko

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Shawn Janko

 	
  

 
	
  

 	
  

 	
 Senior Vice President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GENERAL ELECTRIC CAPITAL 

 	
  

 
	
  

 	
 CORPORATION, as a Lender

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/ W. Grant Johnston

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Grant Johnston

 	
  

 
	
  

 	
  

 	
 Duly Authorized Signatory

 	
  

 



 EXAMWORKS, INC.

ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT





Schedule
2(c)


 (Additional
Borrower Locations

as a result of the HCM Acquisition)


	
  

 	
  

 
	
   Company Name 

 	
   Address 

 
	
  

 	
  

 
	
   ExamWorks,
 Inc.

 	
   1815 NW 169th
 Place

   Suite 1040

   Beaverton, OR 97006

 
	
  

 	
  

 









Schedule
2(d)


 (Additional
Borrower Names

as a result of the HCM Acquisition and the Asset Contribution)


Health Cost Management


HCM


ExamWorks Review Services





Schedule
7.16


Intellectual
Property


 (Additional
Borrower Intellectual Property)


ExamWorks,
Inc.


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)