REGISTRATION RIGHTS AGREEMENT by and among ExamWorks Group, Inc. ExamWorks, Inc. ExamWorks Canada, Inc. ExamWorks Europe, Inc. Marquis Medical Administrators, Inc. Florida Medical Specialists, Inc. The Ricwel Corporation Southwest Medical Examination...Registration Rights Agreement • July 22nd, 2011 • ExamWorks Group, Inc. • Services-health services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 19, 2011, by and among ExamWorks Group, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule A hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.0% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 16, 2015 among EXAMWORKS GROUP, INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, as Designated Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY, as the Guarantors, BANK OF...Credit Agreement • April 17th, 2015 • ExamWorks Group, Inc. • Services-health services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 16, 2015 among EXAMWORKS GROUP, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Borrower party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ExamWorks Group, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. New...Underwriting Agreement • October 21st, 2010 • ExamWorks Group, Inc. • Services-health services • New York
ExamWorks Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of __________ shares, par value $0.0001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of __________ shares and, at the election of the Underwriters, up to __________ additional shares of Stock. The aggregate of __________ shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of __________ additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively
AGREEMENT AND PLAN OF MERGER Dated as of April 26, 2016 among ExamWorks Group, Inc. Gold Parent, L.P. and Gold Merger Co, Inc.Agreement and Plan of Merger • April 28th, 2016 • ExamWorks Group, Inc. • Services-health services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of April 26, 2016, among ExamWorks Group, Inc., a Delaware corporation (the “Company”), Gold Parent, L.P., a Delaware limited partnership (“Parent”), and Gold Merger Co, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”).
EXAMWORKS GROUP, INC., THE GUARANTORS PARTIES HERETO, and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 9.0% Senior Notes due 2019 INDENTURE Dated as of July 19, 2011Indenture • July 22nd, 2011 • ExamWorks Group, Inc. • Services-health services • New York
INDENTURE dated as of July 19, 2011, among EXAMWORKS GROUP, INC., a Delaware corporation (“Issuer”), the GUARANTORS (as defined herein) parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2015 • ExamWorks Group, Inc. • Services-health services • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of April 16, 2015 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
EXAMWORKS GROUP, INC., THE GUARANTORS PARTIES HERETO, and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • April 17th, 2015 • ExamWorks Group, Inc. • Services-health services • New York
INDENTURE dated as of April 16, 2015, among ExamWorks Group, Inc., a Delaware corporation (the “Issuer” or the “Company”), the Guarantors (as defined herein) parties hereto, and U.S. Bank National Association, as trustee (the “Trustee”).
EXAMWORKS GROUP, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2010 • ExamWorks Group, Inc. • Services-health services • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of ____________, 2010 by and between ExamWorks Group, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).
CREDIT AGREEMENT Dated as of October 11, 2010 among EXAMWORKS GROUP, INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER...Credit Agreement • October 13th, 2010 • ExamWorks Group, Inc. • Services-health services • New York
This CREDIT AGREEMENT is entered into as of October 11, 2010 among EXAMWORKS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Tenth Amendment”) dated as of August 6, 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 MANAGEM
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Ninth Amendment”) dated as of June 30, 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 (“ExamWorks Canada”), NETWORK MEDICAL REVIEW COMPANY, LTD., an Illinois corporation (“NM
STOCK PURCHASE AGREEMENT by and among EXAMWORKS, INC. and THE SHAREHOLDERS OF ABILITY SERVICES NETWORK, INC. DATED AS OF JUNE 6, 2014Stock Purchase Agreement • June 9th, 2014 • ExamWorks Group, Inc. • Services-health services • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of June 6, 2014, is made and entered into by and among EXAMWORKS, INC., a Delaware corporation (the “Purchaser”), and the shareholders (each, a “Shareholder” and together, the “Shareholders”) of Ability Services Network, Inc., a Georgia corporation (“ASN”), set forth on the signature pages hereto.
CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION LOAN AND SECURITY AGREEMENT Dated as of December 18, 2009 by and among EXAMWORKS, INC. and its...Loan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December 18, 2009, is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), Crossland Medical Review Services, Inc., a New York corporation, 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, and the subsidiaries of Parent that may from time to time hereafter become parties hereto (the foregoing, individually and collectively, “Borrower”), the financial ins
CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION ADMINISTRATIVE SERVICES AND SUPPORT AGREEMENTServices and Support Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New Jersey
THIS AGREEMENT is entered into as of the 14th day of July, 2008 (the “Effective Date”) between CFO Medical Services, Inc. (“CFO”), of 1500 Pleasant Valley Way, Suite 301, West Orange, NJ 07052 and Edward M. Decter, M.D. (“Physician”) of 46 Sullivan Drive, West Orange, NJ 07052.
FOURTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENTFourth Consent Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services
THIS FOURTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 26, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, toget
CONSULTING AGREEMENTConsulting Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • New Jersey
THIS AGREEMENT is entered into as of the 14th day of July, 2008 (the “Effective Date”) between CFO Medical Services, Inc. (“CFO”), of 1500 Pleasant Valley Way, Suite 301, West Orange, NJ 07052 and Edward M. Decter, M.D. (“Consultant”) of 46 Sullivan Drive, West Orange, NJ 07052.
SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENTSecond Consent Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services
THIS SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 15, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, toget
THIRD CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENTThird Consent Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services
THIS THIRD CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 15, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, togeth
SHARE PURCHASE AGREEMENT by and among EXAMWORKS, INC., ADVANCED MEDICAL REVIEWS, INC., EYTAN ALPERN, MD and BARAK MEVORAK, MD DATED AS OF JANUARY 19, 2016Share Purchase Agreement • January 20th, 2016 • ExamWorks Group, Inc. • Services-health services • Delaware
THIS SHARE PURCHASE AGREEMENT, dated as of January 19, 2016 is made and entered into by and among EXAMWORKS, INC., a Delaware corporation (the “Purchaser”), ADVANCED MEDICAL REVIEWS, INC., a California corporation (the “Company”), and EYTAN ALPERN, MD and BARAK MEVORAK, MD, being both of the shareholders of the Company (each, a “Shareholder” and together, the “Shareholders”).
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION ASSET PURCHASE AGREEMENT by and among SOMA MEDICAL ASSESSMENTS CORP. EXAMWORKS GROUP, INC., SOMA MEDICAL...Asset Purchase Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Ontario
THIS ASSET PURCHASE AGREEMENT, dated as of June 30, 2010, is made and entered into by and among SOMA MEDICAL ASSESSMENTS CORP., a corporation incorporated under the laws of the Province of Ontario (the “Purchaser”), EXAMWORKS GROUP, INC., a Delaware corporation and the ultimate parent of the Purchaser (the “Parent”), SOMA MEDICAL ASSESSMENTS INC., a corporation incorporated under the laws of the Province of Ontario (the “Seller”), 1495929 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario and the sole shareholder of the Seller (the “Shareholder”), and Troy Cumiskey, the sole shareholder of the Shareholder (the “Founder”).
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 AGREEMENTLoan and Security Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
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 ME
FIFTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENTFifth Consent Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
THIS FIFTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of August 6, 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 MANAGEM
Underwriting AgreementUnderwriting Agreement • May 14th, 2014 • ExamWorks Group, Inc. • Services-health services • New York
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) of ExamWorks Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to Deutsche Bank Securities Inc. (the “Underwriter”) an aggregate of 3,096,274 shares, par value $0.0001 per share (“Stock”) of the Company and, at the election of the Underwriter, up to 464,443 additional shares of Stock. The aggregate of 3,096,274 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 464,443 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENTSixth Consent Agreement • October 13th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
THIS SIXTH CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of October 1, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, EXAMWORKS REVIEW SERVICES, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, EXAMWORKS CANADA, INC., a Delaware corporation, NETWORK MEDICAL REVIEW COMPANY, LTD., an Illinois corporation, NETWORK MEDICAL
DATED 10 May 2011 AGREEMENT for the sale and purchase of the entire issued share capital of Premex Group LimitedAgreement • May 13th, 2011 • ExamWorks Group, Inc. • Services-health services • London
Clause Page 1 DEFINITIONS AND INTERPRETATION 1 2 SALE AND PURCHASE 9 3 ESCROW 11 4 COMPLETION 13 5 WARRANTIES 14 6 LIMITATION ON SELLERS' LIABILITY 15 7 RESTRICTIVE COVENANTS 15 8 CONFIDENTIALITY 16 9 BUYER’S WARRANTIES 16 10 GUARANTEE 17 11 ANNOUNCEMENTS 19 12 COSTS 19 13 NOTICES 19 14 ASSIGNMENT 21 15 FURTHER ASSURANCE 21 16 RIGHTS OF THIRD PARTIES 21 17 ENTIRE AGREEMENT 21 18 INVALIDITY 22 19 GENERAL 22 20 GOVERNING LAW AND JURISDICTION 22 21 COUNTERPARTS 22 SCHEDULE 1 - THE SELLERS 23 SCHEDULE 2 - DETAILS OF THE COMPANY AND GROUP MEMBERS 1 SCHEDULE 3 - NON-TAXATION WARRANTIES 18 SCHEDULE 4 - TAX WARRANTIES 30 SCHEDULE 5 - COMPLETION ARRANGEMENTS 34 SCHEDULE 6 - THE PROPERTIES 36 SCHEDULE 7 - LIMITATIONS ON THE SELLERS' LIABILITY 39 SCHEDULE 8 - PERMITTED LEAKAGE 43 SCHEDULE 9 - LOCKED BOX DATE BALANCE SHEET 44
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of May 7, 2010, by and among ExamWorks, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any additional investor that becomes a party to this Agreement in accordance with Section 4.9 hereof.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services • Illinois
THIS CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, 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, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, tog
CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois
THIS CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, 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, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, tog
EXAMWORKS GROUP, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN ____________________________ Stock Option Award Agreement ____________________________Stock Option Award Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Delaware
You are hereby awarded this stock option (“Option”) to purchase Shares of ExamWorks Group, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the ExamWorks Group, Inc. Amended and Restated Stock Incentive Plan (the “Plan”). A copy of the Plan is attached as Exhibit A. This Award is conditioned on your execution of this Award Agreement within ten (10) days after the Grant Date specified in Section 1 below. You should carefully review these documents, and consult your personal financial advisor, before accepting this Award.
CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois
THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) dated as of December 31, 2009 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), CROSSLAND MEDICAL REVIEW SERVICES, INC., a New York corporation, 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, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, tog
EXAMWORKS GROUP, INC., THE GUARANTORS PARTIES HERETO, and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 5.625% Senior Notes due 2023 FIRST SUPPLEMENTAL INDENTURE Dated as of April 16, 2015First Supplemental Indenture • April 17th, 2015 • ExamWorks Group, Inc. • Services-health services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 16, 2015, among EXAMWORKS GROUP, INC., a Delaware corporation (the “Issuer” or the “Company”), the GUARANTORS (as defined herein) parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2011 • ExamWorks Group, Inc. • Services-health services • Ontario
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of October 3, 2011, is made and entered into by and among DIRECT IME CORP., a corporation incorporated under the laws of the Province of Ontario (the “Purchaser”); EXAMWORKS GROUP, INC., a Delaware corporation and the ultimate parent of the Purchaser (the “Parent”); DAAL FINANCIAL (f.k.a. DIRECT IME), a partnership registered with the Province of Ontario (the “Seller”); DIRECT IME INC., a corporation incorporated under the laws of the Province of Ontario (“Gregco”); and DIRECT IME OCCUPATIONAL THERAPY SERVICES INC., a corporation incorporated under the laws of the Province of Ontario (“Eileenco”), the sole partners of the Seller (the “Partners”); and GREG CUMISKEY, the sole shareholder of the Gregco and ELEANOR CUMISKEY, previously known as Eileen Roche, the sole indirect beneficial shareholder of Eileenco (the “Founders”).
LETTER AGREEMENTLetter Agreement • September 17th, 2010 • ExamWorks Group, Inc. • Services-health services
The purpose of this letter is to correct a recently discovered mutual mistake in the definition of EBITDA in the Monitoring Agreement. Effective July 14, 2008, as originally intended, the Monitoring Fee shall be equal to five percent (5%) of the Company’s “Adjusted EBITDA” as that term is defined from time to time in that certain Credit Agreement dated as of July 14, 2008 between the Company and Bank of America, N.A., as amended from time to time.
STOCK PURCHASE AGREEMENT by and among EXAMWORKS, INC., EXAMWORKS GROUP, INC., MES GROUP, INC., GEORGE C. TUREK and the MINORITY SHAREHOLDERS (as identified herein) DATED AS OF JANUARY 11, 2011Intellectual Property Assignment • January 13th, 2011 • ExamWorks Group, Inc. • Services-health services • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of January 11, 2011, is made and entered into by and among ExamWorks, Inc., a Delaware corporation (the “Purchaser”), ExamWorks Group, Inc., a Delaware corporation and the sole shareholder of the Purchaser (the “Parent”), MES Group, Inc., a Michigan corporation (the “Company”), George C. Turek (the “Majority Shareholder”), and each of the individuals identified as a “Minority Shareholder” on the signature page hereto (the “Minority Shareholders”). The Majority Shareholder and the Minority Shareholders are referred to herein individually as a “Shareholder” and collectively as the “Shareholders”).
CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENTConsent Agreement • August 13th, 2010 • ExamWorks Group, Inc. • Illinois
THIS CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT (this “Consent”) dated as of March 12, 2010 is by and among EXAMWORKS, INC., a Delaware corporation (“Parent”), SOUTHWEST MEDICAL EXAMINATION SERVICES, INC., a Texas corporation, THE RICWEL CORPORATION, an Ohio corporation, CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company, DIAGNOSTIC IMAGING INSTITUTE, INC., a Texas corporation, RICWEL OF WEST VIRGINIA, LLC, a West Virginia limited liability company, PACIFIC BILLING SERVICES, INC., a Texas corporation, SET-ASIDE SOLUTIONS, LLC, a Delaware limited liability company, MARQUIS MEDICAL ADMINISTRATORS, INC., a New York corporation, IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company, FLORIDA MEDICAL SPECIALISTS, INC., a New Jersey corporation, EXAMWORKS EVALUATIONS OF NEW YORK, LLC, a New York limited liability company, and the subsidiaries of Parent that may from time to time hereafter become parties hereto and the Loan Agreement (the foregoing, together wi
