Exhibit 10.13 







June 11, 2009


Miguel Fernandez de Castro

Chief Financial Officer
ExamWorks,
Inc
3280 Peachtree Road

Suite 2625
Atlanta, GA 30305


Re: Consulting Services 


Dear Mr. Fernandez de Castro:


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Engagement:
 To assist ExamWorks to obtain additional financing to better serve ExamWorks’
 acquisition strategy (the “Engagement”).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Tasks:
 Determine potential debt financing strategies and potential debt providers
 and assist in negotiating successful financing for ExamWorks to obtain
 additional debt financing for its acquisition needs initially totaling $20
 million in commitments with an additional $20 million in commitments to
 follow, which financing shall be in addition to the existing Bank of America
 facility and on terms that are acceptable to Bank of America and ExamWorks in
 their sole discretion.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Work Product:
 Our work product will consist of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
  

 	
 Services described
 above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
  

 	
 Information to be
 discussed with ExamWorks, as appropriate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Staffing:
 Randolph Abrahams; John Ross; Brian Bastedo; Chad Ward, will be the persons
 responsible for the Engagement. They may also be assisted by other
 professionals of RRFG who possess a wide range of skills and abilities
 relevant to the Engagement. RRFG and its professionals involved in the
 Engagement shall be independent contractors, shall be considered to be RRFG
 staff for the purposes of the Engagement, and shall not be considered or
 deemed to be officers or employees of ExamWorks.

 





	
  

 
	 
 
	
  

 
	
 RedRidge Finance Group, LLC § 200 S. Wacker Drive Suite 3100 § Chicago, IL 60606 § 312-674-4596

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Compensation:
 In exchange for the services rendered by RRFG hereunder, RRFG shall be
 compensated as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
  

 	
 Upon the execution of
 this Agreement, ExamWorks shall pay RRFG a non-refundable initial retainer of
 $15,000 (the “Retainer”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
  

 	
 Upon the acceptance by
 ExamWorks (in ExamWorks’ sole discretion) of a commitment letter by a
 prospective lender resulting from RRFG’s services, ExamWorks shall pay RRFG a
 non-refundable fee of $15,000 (the “Proposal Fee”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
  

 	
 ExamWorks shall pay
 RRFG service fees equal to the lesser of (a) 2% of the total additional
 commitments resulting from RRFG’s services, and (b) 3% of the total
 additional commitments resulting from RRFG’s services less the amount of any
 commitment fees paid to the new lender. Such service fees shall be reduced by
 the amount of the Retainer and the Proposal Fee and shall be deemed fully
 earned upon the closing of a new credit facility.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Acceptance.
 ExamWorks may, in its sole discretion, accept, enter into or otherwise agree
 to any financing relationship, commitment or other opportunity presented by
 RRFG; provided that in no event shall ExamWorks be obligated to accept, enter
 into or otherwise agree to any such financing relationship, commitment or
 other opportunity, and ExamWorks shall not be obligated to pay any fees to
 RRFG (other than the Retainer and the Proposal Fee) unless and until the
 closing of a credit facility occurs, in accordance with Section 5(iii). 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Confidentiality:
 RRFG agrees to keep confidential any information of a non-public nature
 relating to ExamWorks businesses that RRFG may gain or develop in the course
 of its engagement by ExamWorks. RRFG agrees that neither it nor its officers,
 members, principals, affiliates, independent contractors and their respective
 directors, officers, agents and employees or attorneys (the “Confidential
 Parties”) will disclose to any other person or entity, except to agents of
 ExamWorks, or use for any purpose other than as specified herein, any
 information pertaining to ExamWorks or any affiliate thereof which is either
 non-public, confidential or proprietary in nature (“Information”) which it
 obtains or is given access to during the performance of the services provided
 for hereunder. With the prior consent of ExamWorks, RRFG may, however, make
 reasonable disclosure of Information to third parties in connection with
 their performance of their obligations and assignments hereunder. In
 addition, for purposes of this Agreement, the Information does not include
 information which (a) is generally available to the public other than as
 a result of a disclosure by the Confidential Parties, (b) was available
 to the Confidential Parties on a non-confidential basis prior to its
 disclosure to the Confidential Parties pursuant to this Agreement, (c) becomes
 available to the Confidential Parties on a non-confidential basis from a
 source other than ExamWorks, provided that the source is not bound by a
 confidentiality agreement with, or other obligation of confidentiality to
 ExamWorks. Upon termination of this Agreement, RRFG shall return to ExamWorks
 or destroy all materials of a non-public nature received from ExamWorks in
 the course of the engagement (other than RRFG’s work product), and shall
 either deliver to ExamWorks or destroy any copies thereof that it may have
 made or received. 

 


2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Should the Confidential
 Parties be requested or required, by oral questions, interrogatories,
 requests for information or documents, subpoena, civil investigative demand,
 court order or other process issued by a court of competent jurisdiction or
 any federal or state agency or administrative review board to which the
 Confidential Parties are or may be subject, to disclose any or all of the
 Information, the Confidential Parties will promptly provide written notice of
 same to ExamWorks so that ExamWorks may seek a protective order or other
 appropriate remedy. In no event will Confidential Parties disclose more than
 that portion of the Information that is legally required, and the
 Confidential Parties shall cooperate with ExamWorks, at ExamWorks’ expense,
 in its effort to obtain a protective order or other assurance that the
 Information will not be disclosed, or, if it is disclosed, will be disclosed
 in such a manner as to limit to the greatest extent possible the number of
 persons who are granted access to the Information.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The obligations
 contained in this Section 7 shall survive, with respect to trade secrets,
 indefinitely, until such trade secrets cease to become trade secrets under
 applicable laws, and with respect to all other Information, for a period of
 five (5) years following the termination or expiration of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Relationship of the
 Parties: The parties hereto intend that an independent
 contractor relationship will be created by this Agreement. RRFG and its
 officers, members, principals, affiliates, subcontractors and their
 respective directors, officers, agents and employees are not to be considered
 employees or agents of and are not entitled to any of the benefits that
 ExamWorks provides for its employees, except as may otherwise be expressly
 provided for in this Agreement. Neither ExamWorks nor any of its personnel
 shall be deemed an agent, employee, officer or director of RRFG. Under no
 circumstances shall ExamWorks or any of its personnel be, or be deemed to be,
 in control of the operations of RRFG, or to be an owner or operator or acting
 as a responsible person or controlling person with respect to RRFG. 

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Term:
 The term of this Agreement shall begin on the date hereof and shall
 automatically expire ninety (90) days following the date hereof. Either party
 may terminate this Agreement upon ten (10) days prior written notice to the
 other party.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Survival:
 The obligations of the parties pursuant to Sections 5, 7, and 8 shall survive
 the termination of the Engagement along with any other section that expressly
 provides that it shall survive the termination of the Engagement.

 
	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Assignability:
 This Agreement may not be assigned by any party hereto, without the prior
 written consent of all of the parties hereto.

 


3









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Entire Agreement:
 This Agreement incorporates the entire understanding between the parties with
 respect to its subject matter and supersedes all previous agreements or
 understandings that might exist or have existed. This Agreement may not be
 amended or modified, except in writing, executed by the parties hereto.

 
	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Non-Binding Mediation and Damages: Any controversy or claim with
 respect to, in connection with, arising out of, or in any way related to this
 Agreement or the services provided hereunder shall be submitted first to
 non-binding mediation in accordance with the dispute resolution procedures
 set forth as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
  

 	
 A dispute shall be
 submitted to mediation by written notice to the other interested party
 or parties. In the mediation process, the parties will try to resolve
 their differences voluntarily with the aid of an impartial mediator, who will
 attempt to facilitate negotiations. The mediator will be selected by agreement
 of the parties. If the parties cannot agree on a mediator, a mediator will be
 designated by the American
 Arbitration Association (“AAA”) or JAMS/Endispute at the request of a
 party. Any mediator so designated must be acceptable to all parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
  

 	
 The mediation will be
 conducted as specified by the mediator and agreed upon by the parties. The
 parties agree to discuss their differences in good faith and to attempt, with
 the assistance of the mediator, to reach an amicable resolution of the
 dispute. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
  

 	
 The mediation will be
 treated as a settlement discussion and therefore will be confidential. The
 mediator may not testify for either party in any later proceeding relating to
 the dispute. No recording or transcription shall be made of the mediation
 proceedings. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iv.

 	
  

 	
 Each party will bear
 its own costs in the mediation. The fees and expenses of the mediator will be
 shared equally by the parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 v.

 	
  

 	
 If any of these
 provisions are determined to be invalid or unenforceable, the remaining
 provisions shall remain in effect and be binding on the parties to the
 fullest extent permitted by law. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 vi.

 	
  

 	
 Should mediation not be
 successful, then any controversy or claim with respect to, in connection
 with, arising out of, or in any way related to this Agreement or the services
 provided hereunder shall be resolved by a federal court having jurisdiction
 over such controversy or claim. The parties hereto hereby consent to the
 jurisdiction and venue of the Federal District Court for the
 Northern District of Illinois. The parties to this Agreement, and any
 and all successors and assigns thereof, hereby waive trial by jury, such
 waiver being informed and freely made. The foregoing is binding upon the
 parties to this Agreement and any and all successors, affiliates and assigns
 and thereof.

 


4









	
  

 	
  

 	
  

 
	
  

 	
 As to the services that ExamWorks has requested and
 RRFG has agreed to provide as set forth in this Agreement, the total
 aggregate liability of RRFG under this Agreement to ExamWorks and its
 successors and assigns, whether such liability is based on breach of
 contract, tort, strict liability, breach of warranties, failure of essential
 purpose or otherwise, shall be limited to the actual damages incurred by
 ExamWorks or its successors or assigns not to exceed any amount actually paid
 by ExamWorks to RRFG hereunder. In no event will RRFG or any of its
 affiliates be liable to ExamWorks or its successors or assigns for
 consequential, incidental, indirect, punitive, or special damages, including
 loss of profits, data, business, or goodwill (collectively, “Excluded
 Damages”), regardless of whether Excluded Damages or liability is based upon
 breach of contract, tort, failure of essential purpose or any other basis,
 even if advised of the likelihood of such damages. Notwithstanding the
 foregoing, the limitations on liability contained herein shall not apply to
 any claim, action or liability arising or resulting from a breach by RRFG of
 Section 7 (Confidentiality), or the fraud, negligence or intentional
 misconduct of RRFG.

 
	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Governing Law: This Agreement
 shall be governed by and construed in accordance with the laws of the State
 of Illinois, without giving effect to principles of conflicts of laws.

 
	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Severability: Any provision of this
 Agreement that shall be determined to be invalid or unenforceable in any
 jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
 such prohibition or unenforceability without invalidating the remaining
 provisions hereof or affecting the validity or enforceability of such
 provision in any other jurisdiction.

 
	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 Notices: All notices required or
 permitted to be delivered under this Agreement shall be in writing and shall
 be sent to the addresses set forth below or to such other name, address or
 facsimile number as each party may provide by like notice to the other
 parties in writing. All notices under this Agreement shall be deemed
 delivered (a) upon confirmation of receipt of a facsimile transmission or (b)
 confirmed delivery by a standard overnight carrier or by hand, addressed to
 the respective parties at the following addresses:

 






	
  

 	
  

 
	
 If to RRFG, to:

 
	
  

 	
  

 
	
  

 	
 Randolph Abrahams

 
	
  

 	
 RedRidge Finance Group, LLC

 
	
  

 	
 200 S. Wacker Drive

 
	
  

 	
 Suite 3100

 
	
  

 	
 Chicago, Illinois 60606

 
	
  

 	
 Tel: (312) 674-4547

 
	
  

 	
  

 
	
 If to ExamWorks, to:

 


5









	
  

 	
  

 
	
  

 	
 Miguel Fernandez de Castro

 
	
  

 	
 Chief Financial Officer

 
	
  

 	
 ExamWorks,
 Inc

 
	
  

 	
 3280 Peachtree Road

 
	
  

 	
 Suite 2625

 
	
  

 	
 Atlanta, GA 30305

 
	
  

 	
  

 
	
  

 	
 Please confirm that the foregoing is in accordance
 with our understanding by signing below.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very Truly Yours,

 
	
  

 	
  

 
	
  

 	
 REDRIDGE
 FINANCE GROUP, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/
 Randolph Abrahams

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Randolph Abrahams, President & CEO

 



Accepted and agreed as of

    June 11     , 2009


ExamWorks, Inc.


	
  

 	
  

 	
  

 
	
 By: 

 	
   /s/ J. Miguel Fernandez de Castro

 	
  

 
	
  

 	 

 	
  

 
	
 Name: 

 	
         J. Miguel Fernandez de
 Castro 

 	
  

 
	
  

 	 

 	
  

 
	
 Its:

 	
   SVP & CFO

 	
  

 
	
  

 	 

 	
  

 


6





EXAMWORKS
LETTERHEAD


December 11, 2009


Mr. James K. Price

4418 Club Drive

Atlanta, GA 30319


Mr. Richard E. Perlman

655 Madison Avenue, 23rd Floor

New York, N.Y. 10065


Mr. Randolph T. Abrahams

RedRidge Finance Group, LLC

200 South Wacker Drive, Suite 3100

Chicago, IL 60606


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Engagement Letter dated June 11, 2009 between
 ExamWorks, Inc. (“ExamWorks”) and RedRidge Finance Group, LLC (“RedRidge”)
 (the “Engagement Letter”)

 



Gentlemen:


The purpose of this letter is to document our
agreement with respect to the fee due RedRidge under the Engagement Letter and
related matters.


Upon the closing of the proposed Loan and Security
Agreement by and among ExamWorks, Fifth Third Bank and Bank of America on terms
consistent with the Fifth Third Commitment Letter dated November 5, 2009,
ExamWorks will pay RedRidge the amount of Five Hundred Thousand Dollars
($500,000), less Retainer and Proposal Fees of Thirty Thousand Dollars ($30,000)
in the aggregate, which RedRidge hereby acknowledges have already been paid
(the “Fee”). As set forth in the Engagement Letter, the Fee amount represents
the lesser of two percent (2%) of the total additional commitments resulting
from RedRidge’s services (i.e., $35 million) and three percent (3%) of such
additional commitments less the amount of commitment or closing fees paid.


Richard Perlman and Jim Price, through P&P
Investment, LLC (“P&P”), currently own thirty-three percent (33%) of the
membership interests in RedRidge. Although not necessary or required, Richard
and Jim have agreed, on behalf of P&P and in order to avoid even the
appearance of conflict or impropriety with respect to the Engagement Letter, to
waive any direct or indirect right P&P has to any portion of the Fee as a
member of RedRidge pursuant to RedRidge’s Amended and Restated Operating
Agreement (the “Operating Agreement”). To effectuate the intent of the
preceding sentence, RedRidge and P&P hereby agree that the amount of the Fee,
less any portion of the Fee due employees of RedRidge, shall be paid by
RedRidge to Randolph T. Abrahams as a RedRidge member guaranteed payment for
all purposes under the Operating Agreement.





Please evidence your agreement to the foregoing by
signing where indicated below.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 EXAMWORKS, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ Miguel Fernandez
 de Castro

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Miguel Fernandez de Castro

 
	
  

 	
  

 	
 Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 Agreed and Accepted:

 
	
  

 	
  

 
	
 REDRIDGE FINANCE GROUP, LLC

 	
  

 
	
  

 	
  

 
	
 By:

 	
 /s/ Randolph T. Abrahams

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Randolph T. Abrahams

 	
  

 
	
  

 	
 Chief Executive Officer

 	
  

 
	
  

 	
  

 	
  

 
	
 P&P INVESTMENT, LLC

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Richard E. Perlman

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Richard E. Perlman

 	
  

 
	
  

 	
 Manager

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ James K. Price

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 James K. Price

 	
  

 
	
  

 	
 Manager

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Richard E. Perlman

 	
  

 
	 

 	 

 	
  

 
	
 Richard E. Perlman

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ James K. Price

 	
  

 
	 

 	 

 	
  

 
	
 James K. Price

 	
  

 









June 11, 2010


Mr. James K. Price

4418 Club Drive

Atlanta, GA 30319


Mr. Richard E. Perlman

655 Madison Avenue, 23rd Floor

New York, N.Y. 10065


Mr. Randolph T. Abrahams

RedRidge Finance Group, LLC

200 South Wacker Drive, Suite 3100

Chicago, IL 60606


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Increase to Existing Credit

 



Gentlemen:


The purpose of this letter is to document our
agreement with respect to the fee due RedRidge in connection with the potential
increase of Exam Works’ existing credit facility as a result of GE Capital’s
potential of $40 million.


ExamWorks had previously agreed, by email dated
February 25, 2010, to pay RedRidge 1% on additional commitments other than
from Fifth Third Bank or Bank of America. As a result, upon the execution and
delivery by GE Capital, Fifth Third Band and Bank of America of an amendment to
the existing facility pursuant to which GE Capital agrees to lend
$40 million under the terms and conditions of the facility as agreed to by
the parties thereto, ExamWorks will pay RedRidge a fee of 1% of the amount
committed by GE Capital at closing (the “Fee”).


Richard Perlman and Jim Price, through P&P
Investment, LLC (“P&P”), currently own thirty-three percent (33%) of the membership
interests in RedRidge. Although not necessary or required, Richard and Jim have
agreed, on behalf of P&P and in order to avoid even the appearance of
conflict or impropriety with respect to the Fee and RedRidge’s work for
ExamWorks in connection with its financing needs, to waive any direct or
indirect right P&P has to any portion of the Fee as a member of RedRidge
pursuant to RedRidge’s Amended and Restated Operating Agreement (the “Operating
Agreement”). To effectuate the intent of the preceding sentence, RedRidge and
P&P hereby agree that the amount of the Fee, less any portion of the Fee
due employees of RedRidge, shall be paid by RedRidge to Randolph T. Abrahams as
a RedRidge member guaranteed payment for all purposes under the Operating Agreement.





Please evidence your agreement to the foregoing by
signing where indicated below.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 EXAMWORKS, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Miguel Fernandez de Castro

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Miguel Fernandez de Castro

 
	
  

 	
  

 	
 Chief Financial Officer

 






	
  

 	
  

 	
  

 
	
 Agreed and Accepted:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 REDRIDGE FINANCE GROUP, LLC

 	
  

 	
  

 
	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Randolph T. Abrahams

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Randolph T. Abrahams

 	
  

 
	
  

 	
 Chief Executive Officer

 	
  

 
	
  

 	
  

 	
  

 
	
 P&P INVESTMENT, LLC

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Richard E. Perlman

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Richard E. Perlman

 	
  

 
	
  

 	
 Manager

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ James K. Price

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 James K. Price

 	
  

 
	
  

 	
 Manager

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Richard E. Perlman

 	
  

 
	 

 	 

 	
  

 
	
 Richard E. Perlman

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ James K. Price

 	
  

 
	 

 	 

 	
  

 
	
 James K. Price