S-3ASR

As filed with the Securities and Exchange Commission on April 7, 2015

Registration No. 333- [                         ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ExamWorks Group, Inc.

Additional Registrants Listed on Schedule A Hereto
(Exact name of registrant as specified in its charter)

Delaware	27-2909425
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305 (404) 952-2400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
J. Miguel Fernandez de Castro Chief Financial Officer 3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305 (404) 952-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Reinaldo Pascual Paul Hastings LLP 1170 Peachtree Street, N.E., Suite 100 Atlanta, GA 30309 (404) 815-2400

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(1)
Non-Convertible Debt Securities
Guarantees of Non-Convertible Debt Securities (2)

(1) An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee. Any securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange or settlement of other securities or that are issued in units.

(2) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable for the guarantees of the debt securities.

SCHEDULE A

Name	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employee Identification Number
ExamWorks, Inc.	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
IME Software Solutions, LLC	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	35-2162737
Marquis Medical Administrators, Inc.	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	01-0654414
ExamWorks Review Services, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
Southwest Medical Examination  Services, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	75-2437666
Pacific Billing Services, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	87-0792602
Diagnostic Imaging Institute, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	75-2576931
ExamWorks Evaluations of New York, LLC	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
Network Medical Review Company, Ltd.	Illinois	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	76-0711128
MES Group, Inc.	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-2286375
Medical Evaluation Specialists, Inc.	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-2193020
Lone Star Consulting Services, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	76-0609620
DDA Management Services, LLC	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-2733528
MES Management Services, Inc.	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	01-0565230
CalMed Evaluation Services, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	30-0792186
MLS Group of Companies, Inc.	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-3341904
Medicolegal Services, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	45-3416919
IME Resources, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	61-1665175
CredentialMed, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-3857370
Nexworks, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	37-1659699
Verity Administrators, Inc.	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	90-0911371
ExamWorks Clinical Solutions Holdings, Inc.	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1385445
ExamWorks Clinical Solutions, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-3933203
Gould & Lamb Trust Company, LLC	Florida	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	46-2874658
National Institute for Medicare and Medicaid Education, LLC	Florida	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	46-1404257
Reliable RS, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
LM Exams, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	35-2528813

Prospectus

ExamWorks Group, Inc.

Non-Convertible Debt Securities
Guarantees of Non-Convertible Debt Securities

We may from time to time offer to sell non-convertible senior debt securities.

The debt securities may consist of debentures, notes, bonds or other types of indebtedness, which may be guaranteed by certain of our subsidiaries.

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will provide specific terms of any securities to be offered, including the amount, prices and other terms of the securities in one or more supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest.

Our principal executive offices are located at 3280 Peachtree Road, N.E., Suite 2625, Atlanta, GA 30305. Our telephone number is (404) 952-2400.

Investing in these securities involves risks. See the section entitled “Risk Factors” on page 11 and our Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference herein, and the risk factors included in our other periodic reports and in prospectus supplements relating to specific offerings of securities and in other information that we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 7, 2015

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	1
INCORPORATION BY REFERENCE	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	3
RATIO OF EARNINGS TO FIXED CHARGES	5
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF DEBT SECURITIES	8
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES	11
PLAN OF DISTRIBUTION	12
LEGAL MATTERS	12
EXPERTS	12

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, any amount of the securities described in this prospectus. As allowed by the U.S. Securities and Exchange Commission (the “SEC”) rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

You should read this prospectus and any prospectus supplement together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find More Information” and “Incorporation by Reference” below. Information incorporated by reference after the date of this prospectus is considered a part of this prospectus and may add, update or change information contained in this prospectus. Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus or any earlier prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus and any prospectus supplement. We have not authorized anyone else to provide you with other information.

When used in this prospectus, the terms “ExamWorks,” “the Company,” “we,” “our” and “us” refer to ExamWorks Group, Inc. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information at the public reference facilities of the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC (www.sec.gov). Our internet address is www.examworks.com. However, the information on our website is not a part of this prospectus. In addition, you can inspect reports and other information we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We have filed a registration statement and related exhibits with the SEC under the Securities Act. The registration statement contains additional information about us and the securities we may issue. You may inspect the registration statement and exhibits without charge at the office of the SEC at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates.

INCORPORATION BY REFERENCE

We are incorporating by reference specified documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. We incorporate by reference into this prospectus the documents listed below (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K).

● Our Annual Report on Form 10-K for the year ended December 31, 2014 (the “Annual Report”);

● portions of our Definitive Proxy Statement on Schedule 14A filed on March 25, 2015 that are incorporated by reference into the Annual Report; and

● the description of our capital stock contained in our Registration Statement on Form 8-A filed with the SEC on October 25, 2010.

In addition, all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein) after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Definitive Proxy Statements on Schedule 14A and amendments to those reports, are available free of charge on our website (www.examworks.com) as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the following address:

ExamWorks Group, Inc.
Attention: Investor Relations
3280 Peachtree Road, N.E., Suite 2625
Atlanta, GA 30305
(404) 952-2400

Except for the documents incorporated by reference as noted above, we are not incorporating into this prospectus any of the information included on our website.

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

This registration statement contains forward-looking statements that involve risks and uncertainties. Forward-looking statements convey current expectations or forecasts of future events. Statements made in this registration statement that express ExamWorks’ intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements, which ExamWorks intends to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. All statements contained in this registration statement other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking. Forward-looking statements often include words such as “may,” “will,” “would,” “could,” “can,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or “project,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes. Forward-looking statements may include information concerning ExamWorks’ possible or assumed future results of operations, including descriptions of ExamWorks’ revenues, profitability, outlook and overall business strategy. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to ExamWorks’ operations and business environment, all of which are difficult to predict and many of which are beyond ExamWorks’ control. You should be aware that many uncertainties and factors (including the factors described in the section entitled “Risk Factors” in any relevant prospectus supplement) could affect ExamWorks’ actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements, including but not limited to:

● our ability to compete successfully;

● our ability to implement our growth strategy, including our acquisition program;

● our ability to integrate completed acquisitions;

● our expansion into international markets and our ability to operate in such markets;

● our increasing reliance on national account clients;

● our ability to secure additional financing;

● regulation of our industry, including changes in regulations affecting our client’s needs for our services or enactment of regulations impacting our business;

● our information technology and data management systems and the risk of security and data breaches;

● our ability to effectively and efficiently continue to develop and update our information technology platform;

● our ability to protect our intellectual property rights and other information, including non-public medical related personal information and other client data;

● our ability to monitor and retain qualified physicians and other medical providers;

● our ability to retain or expand our client relationships, or obtain new ones;

● our ability to provide our services in an accurate, timely and efficient manner;

● our ability to comply with existing and future regulation;

● our ability to retain key management personnel;

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● restrictions in our credit facilities, indentures, and future indebtedness; and

● the other risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 and the other documents incorporated by reference herein or that we file with the SEC in the future.

There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss under the caption “Risk Factors” in any relevant prospectus supplement. You should read these factors and the other cautionary statements made in this registration statement as being applicable to all related forward-looking statements wherever they appear in this registration statement. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should keep in mind that any forward-looking statement made in this report speaks only as of the date on which made. ExamWorks expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

This registration statement also contains statistical data and estimates, including those relating to market size and growth rates of the markets in which we participate, that we obtained from industry publications and generated with internal analysis and estimates. These publications include forward-looking statements made by the authors of such reports. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Some data and information are also based on our good faith estimates, which are derived from our review of internal surveys as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot assure you of its accuracy or completeness.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges and the extent to which earnings were not sufficient to cover fixed charges (if applicable) for each of the periods indicated:

	Year ended December 31,
	2014		2013		2012		2011		2010
	(dollars in thousands)
Ratio of earnings to fixed charges	1.4x		0.5x		0.3x		0.4x		0.1x
Deficiency		—	$	15,572	$	22,926	$	12,415	$	8,522

For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes plus fixed charges. Fixed charges consist of interest costs, amortization of deferred financing costs and an estimate of the interest cost in rental expense.

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RISK FACTORS

Before you invest in any of our securities, in addition to the other information included or incorporated by reference in this prospectus and any applicable prospectus supplement, you should carefully consider the risk factors under the heading “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2014, which are incorporated herein by reference. These risk factors may be amended, supplemented or superseded from time to time by (i) risk factors contained in other Exchange Act reports that we file with the SEC, which will be subsequently incorporated herein by reference; (ii) any prospectus supplement accompanying this prospectus; or (iii) a post-effective amendment to the registration statement of which this prospectus forms a part. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. See “Incorporation By Reference” and “Cautionary Statement Regarding Forward-Looking Statements.”

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USE OF PROCEEDS

Unless otherwise stated in the prospectus supplement accompanying this prospectus, we will use the net proceeds from the sale of any securities that may be offered hereby for general corporate purposes. The prospectus supplement relating to an offering will contain a more detailed description of the use of proceeds of any specific offering of securities.

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DESCRIPTION OF DEBT SECURITIES

We may offer non-convertible senior debt securities. Unless otherwise specified in the applicable prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us, the guarantors party thereto and the trustee to be disclosed in the relevant prospectus supplement. Any such indenture will be filed as an exhibit to a current report on Form 8-K and incorporated into the registration statement of which this prospectus forms a part.

The following description briefly sets forth certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the related prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the applicable prospectus supplement and to the following description.

Debt Securities

The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued in one or more series as may be authorized from time to time. Reference is made to the applicable prospectus supplement for the following terms of the debt securities (if applicable):

● title and aggregate principal amount;

● percentage or percentages of principal amount at which such securities will be issued;

● issuance date;

● maturity date(s);

● interest rate(s) or the method for determining the interest rate(s);

● dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;

● whether interest will be payable in cash or in additional debt securities of the same series, or shall accrue and increase the aggregate principal amount outstanding of such series (including if the debt securities were originally issued at a discount);

● redemption or early repayment provisions;

● authorized denominations;

● amount of discount or premium, if any, with which such securities will be issued;

● whether such securities will be issued in whole or in part in the form of one or more global securities;

● identity of the depositary(ies) for global securities;

● whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;

● the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;

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● any covenants applicable to the particular debt securities being issued;

● any defaults and events of default applicable to the particular debt securities being issued;

● currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on such securities will be payable;

● securities exchange(s) on which the securities will be listed, if any;

● our obligation or right to redeem, purchase or repay securities under a sinking fund, amortization or analogous provision;

● provisions relating to covenant defeasance and legal defeasance of securities of the series;

● provisions relating to satisfaction and discharge of the indenture;

● provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

● provisions, if any, granting special rights upon the occurrence of specified events;

● any restriction of transferability of the series; and

● additional terms to be disclosed in the applicable prospectus supplement.

In addition, the applicable prospectus supplement will describe whether any underwriter will act as a market maker for the securities, and the extent to which a secondary market for the securities is or is not expected to develop.

General

The debt securities may consist of debentures, notes, bonds or other types of indebtedness. One or more series of debt securities may be sold at a substantial discount below its stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.

United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.

Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency or other indices or other formulas. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currency or other reference factor. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currency or other reference factor to which the amount payable on such date is linked and certain additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.

The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency or currency unit.

We expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and any integral multiples thereof. Subject to the limitations provided in the indenture and in the applicable prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

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Global Securities

The debt securities or a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

Governing Law

We expect that any indenture and the related debt securities will be construed in accordance with and governed by the laws of the State of New York.

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DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

Each prospectus supplement will describe any guarantees of debt securities for the benefit of the series of debt securities to which it relates. If so provided in a prospectus supplement, the debt securities will be guaranteed by each or certain of the guarantors named in such prospectus supplement. The obligations of a guarantor under its guarantee will be limited to the extent necessary to prevent the obligations of such guarantor from constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

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PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the following ways from time to time:

● to underwriters for resale to purchasers;

● directly to purchasers; or

● through agents or dealers to purchasers.

In addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers, and their compensation, in a prospectus supplement.

LEGAL MATTERS

Paul Hastings LLP, Atlanta, Georgia, will serve as counsel to ExamWorks Group, Inc. Certain legal matters under Florida law will be passed on for us by Harper Meyer Perez Hagen O'Connor Albert & Dribin LLP, Miami, Florida, and certain legal matters under Michigan law will be passed on for us by Butzel Long, Detroit, Michigan.

EXPERTS

The consolidated financial statements and schedule of ExamWorks Group, Inc. and subsidiaries as of December 31, 2014 and 2013 and for each of the years in the three-year period ended December 31, 2014 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report on the effectiveness of internal control over financial reporting as of December 31, 2014, contains an explanatory paragraph that states the Cheselden, G&L Intermediate Holdings, Assess Medical Group Pty Ltd, Ability Services Network and Expert Medical Opinions acquisitions completed in 2014 were excluded from management’s assessment. The total assets and revenues of these entities represented approximately 19.6% and 6.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following statement sets forth the expenses of ExamWorks Group, Inc. in connection with the offering described in this registration statement (all of which will be borne by ExamWorks Group, Inc.). All amounts shown are estimated and are based on fees related to the preparation and filing of this registration statement exclusive of any securities offerings hereunder.

SEC registration fee	$	*
Legal fees and expenses		**
Accounting fees and expenses		**
Printing fees and expenses		**
Miscellaneous expenses		**
Total		**

* In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee for the securities offered by this prospectus.

** These fees and expenses are calculated based on the securities offered and the number of issuances and accordingly, cannot be estimated at this time. An estimate of the aggregate amount of these fees and expenses will be reflected in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers

The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below and the certificates and articles of incorporation or organization, certificates of formation, bylaws and operating agreements, each as amended, and any other contractual agreements referred to below in reference to ExamWorks Group, Inc. and the additional registrants.

ExamWorks Group, Inc.

We are incorporated under the laws of the State of Delaware. Section 145 of the DGCL empowers a corporation to indemnify its directors and officers and to purchase and maintain insurance with respect to liability incurred by or arising out of their capacity or status as directors and officers, whether or not the corporation could indemnify such person against liability under section 145 (subject to certain limitations). The DGCL further provides that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, vote of stockholders, or otherwise.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation (or an amendment thereto) to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breaches of the director’s fiduciary duty of care, provided that this provision shall not eliminate or limit the liability of a director: (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) arising under Section 174 of the DGCL, which provides for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit.

II-1

Our amended and restated certificate of incorporation eliminates the personal liability of directors to the fullest extent permitted by the DGCL. Article XI of our bylaws indemnifies the directors and officers to the fullest extent permitted by the DGCL. Such indemnification extends to each person, heir, executor or administrator of such person, who was or is a party, threatened to be made a party to, or involved in any threatened, pending, or completed action, suit or proceeding, including civil, criminal, administrative or investigative, by reason that such person is or was a director or officer of the company, or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Such indemnification is a contract right that includes the right to be paid by the company expenses, including attorneys’ fees, incurred in connection with any such suit or proceeding in advance of its final disposition to the fullest extent permitted by law. Such indemnification also extends to employees and agents of the company by action of our board of directors and to the extent and effect as determined by the board of directors and authorized by the DGCL.

We maintain liability insurance for our officers and directors. Further, we have entered into indemnity agreements with each of our current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our amended and restated certificate of incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under our amended and restated certificate of incorporation or our bylaws, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Additional Registrants

Delaware Registrants:

(a)           ExamWorks, Inc., ExamWorks Clinical Solutions Holdings, Inc. and Verity Administrators, Inc. are incorporated under the laws of Delaware.

Section 145 of the DGCL provides that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at their request as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at their request as a director, officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and/or purchase indemnity insurance on behalf of its directors and officers. Section 145 also provides that indemnification is mandatory for an officer or director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter in such proceeding, against reasonable expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. The DGCL additionally provides that these rights to indemnification and reimbursement or advancement of expenses shall continue as to a person who has ceased to be a director or officer (or other person indemnified hereunder) and shall inure to the benefit of the heirs, executors and administrators of such person. Further, the indemnification and advancement of expenses provided by, or granted pursuant to, the provisions of the DGCL shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that such provision shall not eliminate or limit the liability of a director for any breach of the director’s duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law.

II-2

The amended and restated certificate of incorporation of ExamWorks, Inc., the second amended and restated certificate of incorporation of ExamWorks Clinical Solutions Holdings, Inc. and the certificate of incorporation of Verity Administrators, Inc. provide that no director shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent required by the DGCL. The articles of incorporation also state that the corporation shall indemnify its officers and directors against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions) to the fullest extent permitted under the DGCL.

The amended bylaws of ExamWorks, Inc., and the bylaws of Verity Administrators, Inc. and the second amended and restated bylaws of ExamWorks Clinical Solutions Holdings, Inc. provide that each person (or such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding because such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another entity shall be defended, indemnified and held harmless by the corporation to the fullest extent permitted by law. The right to indemnification also includes the right to advancement of expenses, including attorneys’ fees, incurred in connection with such a proceeding, to the fullest extent authorized by the DGCL. The right to indemnification is a contract right and is not exclusive of any other right. Like the charters, the bylaws provide that no director shall be liable to the corporation or its shareholders for monetary damages for breach of a fiduciary duty as a director, except as required by law. The bylaws also provide that the corporation has the power to purchase and maintain insurance on behalf of officers or directors against any expense, liability or loss incurred by such person in such capacity, whether or not the corporation would have the power to indemnify such person from such liability under Delaware law. The bylaws cover directors and officers of any constituent corporation and state that any modification to the indemnification provisions of the bylaws, charter or, to the extent permitted, the law will not eliminate or reduce rights in respect of acts or omissions occurring prior to the amendment, repeal or modification.

(b)           ExamWorks Review Services, LLC, ExamWorks Clinical Solutions, LLC, Medicolegal Services, LLC, IME Resources, LLC, CredentialMed, LLC, CalMed Evaluation Services, LLC, Reliable RS, LLC, LM Exams, LLC and Nexworks, LLC are limited liability companies organized under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) permits a limited liability company to indemnify any member or manager of the company or another person from and against any and all claims and demands whatsoever.

Section 18-1101(e) of the DLLCA permits a limited liability company to provide in its limited liability company agreement that a member, manager or other person shall not be liable for breach of contract and breach of duties (including fiduciary duties) to the limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by the limited liability company agreement, except that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

The restated certificate of formation of ExamWorks Review Services, LLC, the amended and restated certificates of formation of Nexworks, LLC and Reliable RS, LLC and the certificates of formation of ExamWorks Clinical Solutions, LLC, Medicolegal Services, LLC, IME Resources, LLC, CredentialMed, LLC, CalMed Evaluation Services, LLC and LM Exams, LLC provide that the company shall to the fullest extent permitted by Section 18-108 of the DLLCA indemnify any persons it has the power to indemnify under Section 18-108 from and against any and all matters. This right to indemnification is not exclusive of any other rights.

The amended and restated limited liability company agreements of ExamWorks Review Services, LLC, Medicolegal Services, LLC, IME Resources, LLC, CredentialMed, LLC, Reliable RS, LLC, Nexworks, LLC, ExamWorks Clinical Solutions, LLC and LM Exams, LLC and the limited liability company agreement of CalMed Evaluation Services, LLC state that except as expressly provided by the DLLCA, no member or officer shall be personally obligated for the debts, obligations and liabilities of the company, whether arising in contract, tort or otherwise, solely by reason of being a member or officer of the company. The agreements also provide that the members and officers shall be entitled to indemnification from the company to the fullest extent permitted by law for, and no member or officer of the company shall be liable to the company or any other person who has an interest in or claim against the company for, any loss, damage or claim incurred because of any act or omission performed or omitted by such member or officer in good faith on behalf of the company and in a manner reasonably believed to be within the scope of such member’s or officer’s authority under the agreement, except that the member or officer shall be liable for, and shall not be indemnified for, gross negligence or willful misconduct. The foregoing indemnity is limited to the extent of company assets. The exculpation and indemnification requirements survive termination of the agreement.

II-3

Florida Registrants: Gould & Lamb Trust Company, LLC and National Institute for Medicare and Medicaid Education LLC are limited liability companies organized under the laws of Florida.

Section 605.0408(b) of the Florida Revised Limited Liability Company Act (the “Florida Revised LLC Act”) provides that a limited liability company may indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager if the claim, demand, debt, obligation or other liability does not arise from the person’s breach of Section 605.0405 (Limitations on Distributions), 605.0407 (Management of Limited Liability Company), 605.04071 (Delegation of Rights and Powers to Manage), 605.04072 (Selection and Terms of Managers in a Manager-Managed Limited Liability Company), 605.04073 (Voting Rights of Members and Managers), 605.04074 (Agency Rights of Members and Managers) or 605.04091 (Standards of Conduct for Members and Managers). In addition, in the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorneys’ fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager if the person promises to repay the company in the event that the person ultimately is determined not to be entitled to be indemnified for any of the reasons stated above. In addition, a limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if (i) under Section 605.0105(3)(g) of the Florida Revised LLC Act, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability and (ii) under Section 605.0105(3)(p) of the Florida Revised LLC Act, the operating agreement could not provide for indemnification for the conduct giving rise to the liability.

The second amended and restated articles of organization of Gould & Lamb Trust Company, LLC and National Institute for Medicare and Medicaid Education, LLC do not expressly address the liability or indemnification of officers and directors. The amended and restated operating agreements of Gould & Lamb Trust Company, LLC and National Institute for Medicare and Medicaid Education, LLC provide that except as expressly provided by the Florida Revised Limited Liability Company Act, no member or officer shall be personally obligated for the debts, obligations and liabilities of the company, whether arising in contract, tort or otherwise, solely by reason of being a member or officer of the company. The agreements also provide that the members and officers shall be entitled to indemnification from the company to the fullest extent permitted by law for, and no member or officer of the company shall be liable to the company or any other person who has an interest in or claim against the company for, any loss, damage or claim incurred because of any act or omission performed or omitted by such member or officer in good faith on behalf of the company and in a manner reasonably believed to be within the scope of such member or officer’s authority under the agreement, except that the member or officer shall be liable for, and shall not be indemnified for, gross negligence or willful misconduct. The foregoing indemnity is limited to the extent of company assets. The exculpation and indemnification requirements survive termination of the agreements.

II-4

Illinois Registrants: Network Medical Review Company, Ltd. is incorporated under the laws of Illinois.

Section 8.75 of the Business Corporation Act of 1983 of the State of Illinois (the “Illinois BCA”) provides that an Illinois corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 8.75 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Where a present or former director, officer or employee of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, the Corporation must indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation.

Section 8.75 of the Illinois BCA further authorizes an Illinois corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the Illinois BCA.

The amended and restated articles of incorporation of Network Medical Review Company, Ltd. provide that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent required by the Illinois BCA. The articles of incorporation also state that the corporation shall indemnify its officers and directors against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions) to the fullest extent permitted under the Illinois BCA.

The amended and restated bylaws of Network Medical Review Company, Ltd. provides that each person (or such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding because such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another entity shall be defended, indemnified and held harmless by the corporation to the fullest extent permitted by law. The right to indemnification also includes the right to advancement of expenses, including attorneys’ fees, incurred in connection with such a proceeding, to the fullest extent authorized by law. The right to indemnification is a contract right and is not exclusive of any other right. Like the charters, the bylaws provide that no director shall be liable to the corporation or its shareholders for monetary damages for breach of a fiduciary duty as a director, except as required by law. The bylaws also provide that the corporation has the power to purchase and maintain insurance on behalf of officers or directors against any expense, liability or loss incurred by such person in such capacity, whether or not the corporation would have the power to indemnify such person from such liability under Illinois law. The bylaws cover directors and officers of any constituent corporation and state that any modification to the indemnification provisions of the bylaws, charter or, to the extent permitted, the law will not eliminate or reduce rights in respect of acts or omissions occurring prior to the amendment, repeal or modification.

II-5

Michigan Registrants:

(a)           MLS Group of Companies, Inc., MES Group, Inc. and Medical Evaluation Specialists, Inc. are incorporated under the laws of Michigan.

Sections 561 through 571 of the Michigan Business Corporation Act (“MBCA”) contain provisions governing the indemnification of directors and officers by Michigan corporations. The statute provides that a corporation has the power to indemnify a person who was or is a party to is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification of expenses (including attorneys’ fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys’ fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys’ fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount.

A determination that the person indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than two disinterested directors, by independent legal counsel, by all “independent directors” not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders. Under the MBCA, a corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, which undertaking need not be secured.

The indemnification provisions of the MBCA are not exclusive of other rights to indemnification under a corporation’s articles of incorporation, bylaws, or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided under the MBCA continues as to a person who ceases to be a director, officer, employee, or agent and inures to the benefit of the heirs, personal representatives and administrators of the person if the person is an individual. Additionally, the MBCA permits a corporation to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with the corporation, whether or not such liabilities would be within the above indemnification provisions.

The restated articles of incorporation of MLS Group of Companies, Inc., MES Group, Inc. and Medical Evaluation Specialists, Inc. provide that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent required by the MBCA. The articles of incorporation also state that the corporation shall indemnify its officers and directors against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions) to the fullest extent permitted under the MBCA.

II-6

The amended and restated bylaws of MLS Group of Companies, Inc., MES Group, Inc., and Medical Evaluation Specialists, Inc. provide that each person (or such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding because such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another entity shall be defended, indemnified and held harmless by the corporation to the fullest extent permitted by law. The right to indemnification also includes the right to advancement of expenses, including attorneys’ fees, incurred in connection with such a proceeding, to the fullest extent authorized by law. The right to indemnification is a contract right and is not exclusive of any other right. Like the charters, the bylaws provide that no director shall be liable to the corporation or its shareholders for monetary damages for breach of a fiduciary duty as a director, except as required by law. The bylaws also provide that the corporation has the power to purchase and maintain insurance on behalf of officers or directors against any expense, liability or loss incurred by such person in such capacity, whether or not the corporation would have the power to indemnify such person from such liability under Michigan law. The bylaws cover directors and officers of any constituent corporation and state that any modification to the indemnification provisions of the bylaws, charter or, to the extent permitted, the law will not eliminate or reduce rights in respect of acts or omissions occurring prior to the amendment, repeal or modification.

(b)           Registrant IME Software Solutions, LLC is a limited liability company organized under the laws of Michigan.

Section 501 of the Michigan Limited Liability Company Act states that unless otherwise provided by law or in an operating agreement, managers and members of a limited liability company are not liable for the acts, debts or obligations of the company. Pursuant to Section 404 of the Michigan Limited Liability Company Act, managers must discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the company. Section 404 exculpates managers from liability for acts or omissions as manager if the manager performs the duties of his or her office in compliance with Section 404. Section 407 of the Michigan Limited Liability Company Act allows the company, through its articles of organization or operating agreement, to limit a manager’s monetary liability to the company or its members for breach of any duty under Section 404, except for (a) receipt of a financial benefit to which the manager is not entitled, (b) voting or assenting to a distribution in violation of the operating agreement or the Michigan Limited Liability Company Act, (c) a knowing violation of law, or (d) an act or omission occurring before the date of effectiveness of the limitation on liability.

Section 216 of the Michigan Limited Liability Company Act authorizes the company to indemnify, hold harmless, and defend a member, manager or other person from and against any and all losses, expenses, claims and demands sustained by that person, subject to any provisions to the contrary in the operating agreement and subject to the foregoing exceptions under Section 407. Section 216 also authorizes the company to purchase and maintain insurance on behalf of a member or manager against any liability or expense asserted against or incurred by that person, whether or not the company may indemnify that person.

The articles of organization of IME Software Solutions, LLC do not expressly address the liability or indemnification of officers or directors. The amended and restated operating agreement of IME Software Solutions, Inc. provides that the member shall not be liable for monetary damages to the company for any breach of the member’s duties except for receipt of a financial benefit to which the member is not entitled, voting for or assenting to a distribution to the member in violation of the operating agreement or the Michigan Limited Liability Company Act, or a willful violation of the law. The operating agreement also provides that unless otherwise provided by law or expressly assumed, no member shall be liable for the acts, debts or liabilities of the company, and the company shall indemnify the member from and against any claims, losses, liabilities, damages or expenses, including attorneys’ fees, incurred by the member as a result of or in connection with any pending or threatened formal or informal civil, criminal, administrative or investigative legal proceeding that the member is made or threatened to be made a party to because of its status as member, subject to the following limitations: (a) indemnification shall not apply to any proceeding brought by or in the right of the company; (b) the right to indemnification depends on the member having acted in good faith, with the care an ordinarily prudent person in a like position would have exercised under similar circumstances, in a manner the member reasonably believed to be in the best interests of the company and, with respect to a criminal proceeding, the member had no reasonable cause to believe that the conduct was unlawful; and (c) indemnification shall not extend to any proceeding based upon the member’s receipt of any financial benefit the member was not legally entitled to, any proceeding based upon the affirmative vote of the member to any distribution to the member in violation of the operating agreement or the Michigan Limited Liability Company Act or any proceeding involving a willful violation by the member of any provision of law. The right to indemnification extends to actual and reasonable expenses, including attorneys’ fees, incurred by the member in connection with any proceeding brought to enforce the company’s obligations with respect to indemnification. Unless ordered by a court of competent jurisdiction, the foregoing indemnification shall be made only upon a determination that indemnification is proper in the specific case because the member met the applicable standards of conduct and that the expenses and amounts paid in settlement are reasonable.

II-7

New York Registrants:

(a)           MES Management Services, Inc. and Marquis Medical Administrators, Inc. are incorporated under the laws of New York.

Sections 721 and 722 of the New York Business Corporation Law provide that a corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, by reason of the fact that he was a director or officer of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith and for a purpose which he reasonably believed to be in the best interests of the corporation (or if serving for another entity, not opposed to the interests of the corporation) and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. The corporation may also indemnify such a person in a proceeding by or in the right of the corporation against amounts paid in settlement or reasonable expenses if such person meets the foregoing standard, except that no indemnification shall be made for a settled proceeding or one in which the person was adjudged liable to the corporation unless, and only to the extent, the court determines such person is fairly and reasonably entitled to indemnification based on the circumstances. The indemnification provisions of the New York Business Corporation Law are not exclusive and are deemed to be in addition to any provisions which may be contained in a corporation’s certificate of incorporation, bylaws, a resolution of its shareholders or board of directors, or in an agreement providing for such indemnification; provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

The restated certificate of incorporation of MES Management Services, Inc. provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent required by the New York Business Corporation Law. The certificate of incorporation also states that the corporation shall indemnify its officers and directors against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions) to the fullest extent permitted under the New York Business Corporation Law.

The amended and restated bylaws of MES Management Services, Inc. provide that each person (or such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding because such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another entity shall be defended, indemnified and held harmless by the corporation to the fullest extent permitted by law. The right to indemnification also includes the right to advancement of expenses, including attorneys’ fees, incurred in connection with such a proceeding, to the fullest extent authorized by law. The right to indemnification is a contract right and is not exclusive of any other right. Like the charter, the bylaws provide that no director shall be liable to the corporation or its shareholders for monetary damages for breach of a fiduciary duty as a director, except as required by law. The bylaws also provide that the corporation has the power to purchase and maintain insurance on behalf of officers or directors against any expense, liability or loss incurred by such person in such capacity, whether or not the corporation would have the power to indemnify such person from such liability under New York law. The bylaws cover directors and officers of any constituent corporation and state that any modification to the indemnification provisions of the bylaws, charter or, to the extent permitted, the law will not eliminate or reduce rights in respect of acts or omissions occurring prior to the amendment, repeal or modification.

II-8

The certificate of incorporation of Marquis Medical Administrators, Inc. eliminates the personal liability of directors or shareholders for damages for any breach of duty in such capacity except if a judgment or other final adjudication adverse to such director establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, that he personally gained a financial profit or other advantage to which he was not legally entitled, or that his acts violated Section 719 of the New York Business Corporation Law. The certificate of incorporation further provides that, except as required by law, the directors and officers of the corporation, or a company to which the corporation is a successor in interest by merger, consolidation or acquisition, shall be indemnified for any claim, payment or expense incurred while performing in good faith any act or duty reasonably believed to be in the best interests of the corporation. The bylaws of Medical Administrators, Inc. do not expressly address the liability or indemnification of officers and directors.

(b)           ExamWorks Evaluations of New York, LLC and DDA Management Services, LLC are limited liability companies organized under the laws of New York.

Section 609 of the New York Limited Liability Company Act states that members and managers of a limited liability company are not liable for any debts, obligations or liabilities of the company or each other, whether arising in tort, contract or otherwise, solely by reason of being a member, manager or agent, acting (or omitting to act) in such capacities or participating in the conduct of the business of the company. Notwithstanding the foregoing, the company may impose liability on all or specified members by including a statement to that effect in the articles of organization if the members specifically consent to such liability. Section 417 of the New York Limited Liability Company Act authorizes the company, through its operating agreement, to eliminate or limit the personal liability of managers to the company or its members for damages for any breach of duty in such capacity except for liability for acts or omissions prior to adoption of the limitation of liability and except if a judgment or other final adjudication establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or with respect to a distribution, his or her acts were not performed in accordance with Section 508 (limitations on distributions) or 409 (duties of managers).

Section 420 of the New York Limited Liability Company Act states that, subject to any standards and restrictions in the operating agreement, the company may indemnify and hold harmless and advance expenses to any member, manager or other person, or any testator or intestate of such person, from and against any and all claims and demands whatsoever, except that the person may not be indemnified if a judgment or other final adverse adjudication establishes (a) that the person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (b) that the person personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

The articles of organization of ExamWorks Evaluations of New York, LLC and the amended articles of organization of DDA Management Services, LLC provide that the company shall indemnify and hold harmless each member of such company from and against all claims and demands to the maximum extent permitted under the New York Limited Liability Company Law.

The amended and restated operating agreements of ExamWorks Evaluations of New York, LLC and DDA Management Services, LLC state that except as expressly provided by the New York Limited Liability Company Act, no member or officer shall be personally obligated for the debts, obligations and liabilities of the company, whether arising in contract, tort or otherwise, solely by reason of being a member or officer of the company. The agreement also provides that the members and officers shall be entitled to indemnification from the company to the fullest extent permitted by law for, and no member or officer of the company shall be liable to the company or any other person who has an interest in or claim against the company for, any loss, damage or claim incurred because of any act or omission performed or omitted by such member or officer in good faith on behalf of the company and in a manner reasonably believed to be within the scope of such member or officer’s authority under the agreement, except that the member or officer shall be liable for, and shall not be indemnified for, gross negligence or willful misconduct. The foregoing indemnity is limited to the extent of company assets. The exculpation and indemnification requirements survive termination of the agreement.

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Texas Registrants: Lone Start Consulting Services, Inc., Southwest Medical Examination Services, Inc., Pacific Billing Services, Inc. and Diagnostic Imaging Institute, Inc. are incorporated under the laws of Texas.

Sections 8.051 and 8.101 to 8.102 of the Texas Business Organizations Code provide that any governing person of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with or in defending any action, suit or proceeding in which he was, is, or is threatened to be made a named defendant by reason of his position as a governing person; provided that: (1) he acted in good faith; and (2) he reasonably believed that, in the case of conduct in his official capacity, such conduct was in the corporation’s best interests, and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests; and (3) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may indemnify a governing person in respect of a proceeding in which he is found liable on the basis that personal benefit was improperly received by him, or in which he is found liable to the corporation, but the indemnification is limited to reasonable expenses actually incurred by him in connection with the proceeding and shall not be made in respect of any proceeding in which he shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation, breach of the person’s duty of loyalty owed to the corporation, or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation. If a governing person is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory.

Section 7.001 of the Texas Business Organizations Code provides that the articles of incorporation of a corporation may provide that governing persons are not liable, or are liable only to the extent provided by the articles of incorporation, to the corporation or its owners or members for monetary damages for an act or omission by the person in the person’s capacity as a governing person found liable. This section does not authorize the elimination or limitation of the liability of a governing person to the extent the person is found liable for (i) a breach of the person’s duty of loyalty, if any, to the corporation or its owners or members, (ii) an act or omission not in good faith that either constitutes a breach of duty of the person to the corporation or involves intentional misconduct or a knowing violation of law, (iii) a transaction from which the person received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person’s duties, or (iv) an act or omission for which the liability of a governing person is expressly provided by an applicable statute.

The amended and restated certificate of formation of Lone Star Consulting Services, Inc. provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent required by the Texas Business Organizations Code. The certificate of formation also states that the corporation shall indemnify its officers and directors against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions) to the fullest extent permitted under the Texas Business Organizations Code.

The amended articles of incorporation of Southwest Medical Examination Services, Inc. do not expressly address liability or indemnification of officers and directors.

The certificate of formation of Pacific Billing Services, Inc. states that a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages resulting from an act or omission in his capacity as a director of the corporation, except as expressly provided by statute.

The articles of incorporation of Diagnostic Imaging Institute, Inc. provide that the current and former directors and officers of the corporation and all persons who may have served at the corporation’s request as a director or officer of another corporation in which the corporation owns shares of capital stock or of which the corporation is a creditor shall be indemnified against expenses actually and necessarily incurred by them in connection with the defense of any threatened, pending, or completed action, suit or proceeding in which they are made a party by reason of such status as a director or officer, except if such director or officer shall be adjudged in such proceeding to be liable for negligence or misconduct. This right to indemnification is non-exclusive and includes reimbursement of expenses incurred in settlement of such proceeding if settlement or a plea of nolo contendere (or similar plea) appears to be in the interest of the corporation in the opinion of the corporation’s counsel.

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The amended and restated bylaws of Lone Star Consulting Services, Inc., the second restated bylaws of Southwest Medical Examination Services, Inc. and Diagnostic Imaging Institute, Inc. and the restated bylaws of Pacific Billing Services, Inc. provide that each person (or such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding because such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another entity shall be defended, indemnified and held harmless by the corporation to the fullest extent permitted by law. The right to indemnification also includes the right to advancement of expenses, including attorneys’ fees, incurred in connection with such a proceeding, to the fullest extent authorized by law. The right to indemnification is a contract right and is not exclusive of any other right. The bylaws provide that no director shall be liable to the corporation or its shareholders for monetary damages for breach of a fiduciary duty as a director, except as required by law. The bylaws also provide that the corporation has the power to purchase and maintain insurance on behalf of officers or directors against any expense, liability or loss incurred by such person in such capacity, whether or not the corporation would have the power to indemnify such person from such liability under Texas law. The bylaws cover directors and officers of any constituent corporation and state that any modification to the indemnification provisions of the bylaws, charter or, to the extent permitted, the law will not eliminate or reduce rights in respect of acts or omissions occurring prior to the amendment, repeal or modification.

Item 16. Exhibits

The exhibit index appears on the page immediately following the signature page of this registration statement.

Item 17. Undertakings

(a)   The undersigned registrant hereby undertakes:

(1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)     to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)     to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2)     that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)   that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)     each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)     each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)   that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)     any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)     the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)     any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

EXAMWORKS GROUP, INC.
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director	April 7, 2015
Richard E. Perlman
/s/ James K. Price	Chief Executive Officer and Director	April 7, 2015
James K. Price	(Principal Executive Officer)

II-13

/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive Vice President and Treasurer	April 7, 2015
J. Miguel Fernandez de Castro	(Principal Financial and Accounting Officer)
/s/ Peter B. Bach, M.D., MAPP	Director	April 7, 2015
Peter B. Bach, M.D., MAPP
/s/ Peter M. Graham	Director	April 7, 2015
Peter M. Graham
/s/ J. Thomas Presby	Director	April 7, 2015
J. Thomas Presby
/s/ William A. Shutzer	Director	April 7, 2015
William A. Shutzer
/s/ David B. Zenoff	Director	April 7, 2015
David B. Zenoff

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

EXAMWORKS, INC.
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director	April 7, 2015
Richard E. Perlman
/s/ James K. Price	Chief Executive Officer and Director	April 7, 2015
James K. Price	(Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive Vice President and Treasurer	April 7, 2015
J. Miguel Fernandez de Castro	(Principal Financial and Accounting Officer)

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

IME SOFTWARE SOLUTIONS, LLC
EXAMWORKS REVIEW SERVICES, LLC
EXAMWORKS EVALUATIONS OF NEW YORK, LLC
MEDICOLEGAL SERVICES, LLC
IME RESOURCES, LLC
CREDENTIALMED, LLC
NEXWORKS, LLC
RELIABLE RS, LLC
By:	EXAMWORKS, INC., its sole member
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director of ExamWorks, Inc.	April 7, 2015
Richard E. Perlman

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/s/ James K. Price	Chief Executive Officer and Director of ExamWorks, Inc.	April 7, 2015
James K. Price	(Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive Vice President and Treasurer of ExamWorks, Inc.	April 7, 2015
J. Miguel Fernandez de Castro	(Principal Financial and Accounting Officer)

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

MARQUIS MEDICAL ADMINISTRATORS, INC.
SOUTHWEST MEDICAL EXAMINATION SERVICES, INC.
PACIFIC BILLING SERVICES, INC.
DIAGNOSTIC IMAGING INSTITUTE, INC.
NETWORK MEDICAL REVIEW COMPANY, LTD.
MES GROUP, INC.
MEDICAL EVALUATION SPECIALISTS, INC.
LONE STAR CONSULTING SERVICES, INC.
MES MANAGEMENT SERVICES, INC.
MLS GROUP OF COMPANIES, INC.
VERITY ADMINISTRATORS, INC.
EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC.
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director	April 7, 2015
Richard E. Perlman

II-18

/s/ James K. Price	Chief Executive Officer and Director	April 7, 2015
James K. Price	(Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive Vice President and Treasurer	April 7, 2015
J. Miguel Fernandez de Castro	(Principal Financial and Accounting Officer)

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

DDA MANAGEMENT SERVICES, LLC
By:	LONE STAR CONSULTING SERVICES, INC., its sole member
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director of Lone Star Consulting Services, Inc.	April 7, 2015
Richard E. Perlman
/s/ James K. Price	Chief Executive Officer and Director of Lone Star Consulting Services, Inc.	April 7, 2015
James K. Price	(Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive Vice President and	April 7, 2015
J. Miguel Fernandez de Castro	Treasurer of Lone Star Consulting Services, Inc.
	(Principal Financial and Accounting Officer)

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

CALMED EVALUATION SERVICES, LLC
By:	MES GROUP, INC., its sole member
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director of MES Group, Inc.	April 7, 2015
Richard E. Perlman
/s/ James K. Price	Chief Executive Officer and Director of MES Group, Inc.	April 7, 2015
James K. Price	(Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive	April 7, 2015
J. Miguel Fernandez de Castro	Vice President and Treasurer of MES Group, Inc.
	(Principal Financial and Accounting Officer)

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

EXAMWORKS CLINICAL SOLUTIONS, LLC
By:	EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC., its sole member
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer, Senior Executive Vice President and Treasurer

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director of	April 7, 2015
Richard E. Perlman	ExamWorks Clinical Solutions Holdings, Inc.
/s/ James K. Price	Chief Executive Officer and Director of	April 7, 2015
James K. Price	ExamWorks Clinical Solutions Holdings, Inc.
	(Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive	April 7, 2015
J. Miguel Fernandez de Castro	Vice President and Treasurer of ExamWorks
	Clinical Solutions Holdings, Inc.
	(Principal Financial and Accounting Officer)

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

GOULD & LAMB TRUST COMPANY, LLC
NATIONAL INSTITUTE FOR MEDICARE AND MEDICAID EDUCATION, LLC
By:	EXAMWORKS CLINICAL SOLUTIONS, LLC, its sole member
	By:	EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC., its sole member
	By:	/s/ J. Miguel Fernandez de Castro
		J. Miguel Fernandez de Castro
		Chief Financial Officer, Senior Executive Vice President and Treasure

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director of	April 7, 2015
Richard E. Perlman	ExamWorks Clinical Solutions Holdings, Inc.
/s/ James K. Price	Chief Executive Officer and Director of	April 7, 2015
James K. Price	ExamWorks Clinical Solutions Holdings, Inc.
	(Principal Executive Officer)

II-23

/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive	April 7, 2015
J. Miguel Fernandez de Castro	Vice President and Treasurer of ExamWorks
	Clinical Solutions Holdings, Inc.
	(Principal Financial and Accounting Officer)

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th of April, 2015.

LM EXAMS, LLC
By:	MEDICOLEGAL SERVICES, LLC, its sole member
	By:	EXAMWORKS, INC., its sole member
	By:	/s/ J. Miguel Fernandez de Castro
		J. Miguel Fernandez de Castro
		Chief Financial Officer, Senior Executive Vice President and Treasure

POWERS OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint J. Miguel Fernandez de Castro and James K. Price, and each of them, the individual’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated below.

SIGNATURE	TITLE(S)	DATE
/s/ Richard E. Perlman	Executive Chairman and Director of	April 7, 2015
Richard E. Perlman	ExamWorks, Inc.
/s/ James K. Price	Chief Executive Officer and Director of	April 7, 2015
James K. Price	ExamWorks, Inc.
	(Principal Executive Officer)

II-25

/s/ J. Miguel Fernandez de Castro	Chief Financial Officer, Senior Executive	April 7, 2015
J. Miguel Fernandez de Castro	Vice President and Treasurer of ExamWorks, Inc.
	(Principal Financial and Accounting Officer)

II-26

EXHIBIT INDEX

Exhibit  Number	Title
1.1	Form of Underwriting Agreement to be filed as an exhibit to a Current Report of ExamWorks Group, Inc. on Form 8-K and incorporated by reference herein.
2.1	Agreement and Plan of Merger, dated June 23, 2010, by and among ExamWorks Group, Inc., ExamWorks, Inc. and ExamWorks Merger Sub, Inc. (filed as Exhibit 2.1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
2.2	Stock Purchase Agreement dated as of January 11, 2011, by and among ExamWorks Group, Inc., ExamWorks, Inc., MES Group, Inc., George C. Turek and the minority shareholders of MES Group, Inc. set forth therein (filed as Exhibit 2.1 to Form 8-K filed with the Securities and Exchange Commission on January 13, 2011 and incorporated by reference herein).
2.3†	Agreement for the sale and purchase of the entire issued share capital of Premex Group Limited dated May 10, 2011, among ExamWorks Group, Inc., ExamWorks UK Ltd. and the shareholders of Premex Group Limited set forth therein (filed as Exhibit 2.1 to Form 8-K filed with the Securities and Exchange Commission on May 13, 2011 and incorporated by reference herein).
2.4†	Tax Deed dated May 10, 2011, relating to the sale and purchase of the entire issued share capital of Premex Group between ExamWorks UK Ltd. And Covenantors set forth therein (filed as Exhibit 2.2 to Form 8-K filed with the Securities and Exchange Commission on May 13, 2011 and incorporated by reference herein).
2.5†	Sale and Purchase Deed relating to the sale and purchase of MedHealth Holdings Pty Limited dated August 31, 2012 among EW Pacific Pty Ltd, the shareholders of MedHealth Holdings Pty Limited set forth therein, and certain additional restrained parties set forth therein (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 31, 2012).
2.6†	Additional Sellers Deed relating to the sale and purchase of MedHealth Holdings Pty Limited dated August 31, 2012 among EW Pacific Pty Ltd and certain minority shareholders of MedHealth Holdings Pty Limited (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed on August 31, 2012).
2.7†	Stock Purchase Agreement dated as of February 3, 2014, by and among Exam Works, Inc., G&L Intermediate Holdings, Inc., G&L Investment Holdings, Inc., ABRY Partners V, L.P. and ABRY Senior Equity II, L.P (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 4, 2014).
2.8†	Stock Purchase Agreement dated as of June 6, 2014, by and among ExamWorks, Inc. and the shareholders of Ability Services Network, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on June 9, 2014).
3.1.1	Amended and Restated Certificate of Incorporation of ExamWorks Group, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-K filed March 11, 2011).
3.1.2	Second Amended and Restated Bylaws of ExamWorks Group, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed October 30, 2013).

II-27

3.2.1	Amended and Restated Certificate of Incorporation of ExamWorks, Inc. (incorporated by reference to Exhibit 3.2.1 to the Company’s Form S-4 filed on April 3, 2012).
3.2.2	Bylaws, as amended, of ExamWorks, Inc. (incorporated by reference to Exhibit 3.2.1 to the Company’s Form S-4 filed on April 3, 2012).
3.3.1	Articles of Organization of IME Software Solutions, LLC (incorporated by reference to Exhibit 3.11.1 to the Company’s Form S-4 filed on April 3, 2012).
3.3.2	Amended and Restated Operating Agreement of IME Software Solutions, LLC (incorporated by reference to Exhibit 3.11.2 to the Company’s Form S-4 filed on April 3, 2012).
3.4.1	Certificate of Incorporation, as amended, of Marquis Medical Administrators, Inc. (incorporated by reference to Exhibit 3.8.1 to the Company’s Form S-4 filed on April 3, 2012).
3.4.2	By-Laws of Marquis Medical Administrators, Inc. (incorporated by reference to Exhibit 3.8.2 to the Company’s Form S-4 filed on April 3, 2012).
3.5.1	Restated Certificate of Formation of ExamWorks Review Services, LLC (incorporated by reference to Exhibit 3.12.1 to the Company’s Form S-4 filed on April 3, 2012).
3.5.2	Amended and Restated Limited Liability Company Agreement of ExamWorks Review Services, LLC (incorporated by reference to Exhibit 3.12.2 to the Company’s Form S-4 filed on April 3, 2012).
3.6.1	Articles of Incorporation, as amended, of Southwest Medical Examination Services, Inc. (incorporated by reference to Exhibit 3.5.1 to the Company’s Form S-4 filed on April 3, 2012).
3.6.2	Second Restated Bylaws of Southwest Medical Examination Services, Inc. (incorporated by reference to Exhibit 3.5.2 to the Company’s Form S-4 filed on April 3, 2012).
3.7.1	Certificate of Formation of Pacific Billing Services, Inc. (incorporated by reference to Exhibit 3.7.1 to the Company’s Form S-4 filed on April 3, 2012).
3.7.2	Restated Bylaws of Pacific Billing Services, Inc. (incorporated by reference to Exhibit 3.7.2 to the Company’s Form S-4 filed on April 3, 2012).
3.8.1	Articles of Incorporation of Diagnostic Imaging Institute, Inc. (incorporated by reference to Exhibit 3.6.1 to the Company’s Form S-4 filed on April 3, 2012).
3.8.2	Second Restated Bylaws of Diagnostic Imaging Institute, Inc. (incorporated by reference to Exhibit 3.6.2 to the Company’s Form S-4 filed on April 3, 2012).
3.9.1	Articles of Organization of ExamWorks Evaluations of New York, LLC (incorporated by reference to Exhibit 3.14.1 to the Company’s Form S-4 filed on April 3, 2012).
3.9.2	Amended and Restated Operating Agreement of ExamWorks Evaluations of New York, LLC (incorporated by reference to Exhibit 3.14.2 to the Company’s Form S-4 filed on April 3, 2012).
3.10.1	Amended and Restated Articles of Incorporation of Network Medical Review Company, Ltd. (incorporated by reference to Exhibit 3.15.1 to the Company’s Form S-4 filed on April 3, 2012).
3.10.2	Amended and Restated Bylaws of Network Medical Review Company, Ltd. (incorporated by reference to Exhibit 3.15.2 to the Company’s Form S-4 filed on April 3, 2012).

II-28

3.11.1	Restated Articles of Incorporation of MES Group, Inc. (incorporated by reference to Exhibit 3.20.1 to the Company’s Form S-4 filed on April 3, 2012).
3.11.2	Amended and Restated Bylaws of MES Group, Inc. (incorporated by reference to Exhibit 3.20.2 to the Company’s Form S-4 filed on April 3, 2012).
3.12.1	Restated Articles of Incorporation of Medical Evaluation Specialists, Inc. (incorporated by reference to Exhibit 3.21.1 to the Company’s Form S-4 filed on April 3, 2012).
3.12.2	Amended and Restated Bylaws of Medical Evaluation Specialists, Inc. (incorporated by reference to Exhibit 3.21.2 to the Company’s Form S-4 filed on April 3, 2012).
3.13.1	Amended and Restated Certificate of Formation of Lone Star Consulting Services, Inc. (incorporated by reference to Exhibit 3.26.1 to the Company’s Form S-4 filed on April 3, 2012).
3.13.2	Amended and Restated Bylaws of Lone Star Consulting Services, Inc. (incorporated by reference to Exhibit 3.26.2 to the Company’s Form S-4 filed on April 3, 2012).
3.14.1	Articles of Organization, as amended, of DDA Management Services, LLC (incorporated by reference to Exhibit 3.27.1 to the Company’s Form S-4 filed on April 3, 2012).
3.14.2	Amended and Restated Operating Agreement of DDA Management Services, LLC (incorporated by reference to Exhibit 3.27.2 to the Company’s Form S-4 filed on April 3, 2012).
3.15.1	Restated Certificate of Incorporation of MES Management Services, Inc. (incorporated by reference to Exhibit 3.25.1 to the Company’s Form S-4 filed on April 3, 2012).
3.15.2	Amended and Restated Bylaws of MES Management Services, Inc. (incorporated by reference to Exhibit 3.25.2 to the Company’s Form S-4 filed on April 3, 2012).
3.16.1*	Certificate of Formation of CalMed Evaluation Services, LLC.
3.16.2*	Limited Liability Company Agreement of CalMed Evaluation Services, LLC.
3.17.1	Restated Articles of Incorporation of MLS Group of Companies, Inc. (incorporated by reference to Exhibit 3.28.1 to the Company’s Form S-4 filed on April 3, 2012).
3.17.2	Amended and Restated Bylaws of MLS Group of Companies, Inc. (incorporated by reference to Exhibit 3.28.2 to the Company’s Form S-4 filed on April 3, 2012).
3.18.1	Certificate of Formation of Medicolegal Services, LLC (incorporated by reference to Exhibit 3.29.1 to the Company’s Form S-4 filed on April 3, 2012).
3.18.2	Amended and Restated Limited Liability Company Agreement of Medicolegal Services, LLC (incorporated by reference to Exhibit 3.29.2 to the Company’s Form S-4 filed on April 3, 2012).
3.19.1	Certificate of Formation of IME Resources, LLC (incorporated by reference to Exhibit 3.30.1 to the Company’s Form S-4 filed on April 3, 2012).
3.19.2	Amended and Restated Limited Liability Company Agreement of IME Resources, LLC (incorporated by reference to Exhibit 3.30.2 to the Company’s Form S-4 filed on April 3, 2012).
3.20.1	Certificate of Formation of CredentialMed, LLC (incorporated by reference to Exhibit 3.31.1 to the Company’s Form S-4 filed on April 3, 2012).

II-29

3.20.2	Amended and Restated Limited Liability Company Agreement of CredentialMed, LLC (incorporated by reference to Exhibit 3.31.2 to the Company’s Form S-4 filed on April 3, 2012).
3.21.1*	Amended and Restated Certificate of Formation of Nexworks, LLC.
3.21.2*	Amended and Restated Limited Liability Company Agreement of Nexworks, LLC.
3.22.1*	Certificate of Incorporation of Verity Administrators, Inc.
3.22.2*	Bylaws of Verity Administrators, Inc.
3.23.1*	Second Amended and Restated Certificate of Incorporation of ExamWorks Clinical Solutions Holdings, Inc.
3.23.2*	Second Amended and Restated Bylaws of ExamWorks Clinical Solutions Holdings, Inc.
3.24.1*	Certificate of Formation of ExamWorks Clinical Solutions, LLC.
3.24.2*	Amended and Restated Limited Liability Company Agreement of ExamWorks Clinical Solutions, LLC.
3.25.1*	Second Amended and Restated Articles of Organization of Gould & Lamb Trust Company, LLC.
3.25.2*	Amended and Restated Operating Agreement of Gould & Lamb Trust Company, LLC.
3.26.1*	Second Amended and Restated Articles of Organization of National Institute for Medicare and Medicaid Education, LLC.
3.26.2*	Amended and Restated Operating Agreement of National Institute for Medicare and Medicaid Education, LLC.
3.27.1*	Amended and Restated Certificate of Formation of Reliable RS, LLC.
3.27.2*	Amended and Restated Limited Liability Company Agreement of Reliable RS, LLC.
3.28.1*	Certificate of Formation of LM Exams, LLC.
3.28.2*	Amended and Restated Limited Liability Company Agreement of LM Exams, LLC.
4.1*	Form of Base Indenture among ExamWorks Group, Inc., the guarantors listed therein and U.S. Bank National Association, as Trustee.
4.2*	Form of Debt Securities and guarantees to be issued under the indenture (included in Exhibit 4.1).
5.1*	Opinion of Paul Hastings LLP.
5.2*	Opinion of Butzel Long.
5.3*	Opinion of Harper Meyer Perez Hagen O’Connor Albert & Dribin LLP.
12.1*	Computation of Ratio of Earnings to Fixed Charges.
23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Paul Hastings LLP (included in Exhibit 5.1).

II-30

23.3	Consent of Butzel Long (included in Exhibit 5.2).
23.4	Consent of Harper Meyer Perez Hagen O’Connor Albert & Dribin LLP (included in Exhibit 5.3).
24.1	Powers of Attorney (included on the signature page of this registration statement).
25.1*	Statement of Eligibility and Qualification on Form T-1 under the indenture pursuant to the Trust Indenture Act of 1939.
*	Filed herewith.
†	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementary copies of any omitted schedules to the Securities and Exchange Commission upon request.

II-31

EX-3.161

Exhibit 3.16.1

CERTIFICATE OF FORMATION

of

CALMED EVALUATION SERVICES, LLC

This Certificate of Formation is being duly executed and filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (the “Act”). It is hereby certified as follows:

FIRST: The name of the limited liability company (the “Company”) is: CalMed Evaluation Services, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Registered Agent at such address is Corporation Service Company.

THIRD: The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

FOURTH: In furtherance and not in limitation of the powers conferred by the Act, the Company shall be governed by a limited liability company agreement.

FIFTH: The Company shall to the fullest extent permitted by the provisions of Section 18-108 of the Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said Section 18-108 from and against any and all matters, and the indemnification provided for herein shall not be deemed exclusive of any other right to which any person may be entitled under the Company’s limited liability company agreement, or otherwise.

SIXTH: The formation shall be effective on filing of this Certificate of Formation with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation as of July 23, 2013.

By:	/s/ Clare Arguedas
Clare Arguedas, EVP, General Counsel and
Secretary of MES Group, Inc., the sole member of Company
Authorized Person

EX-3.162

Exhibit 3.16.2

LIMITED LIABILITY COMPANY AGREEMENT

OF
CALMED EVALUATION SERVICES, LLC

This Limited Liability Company Agreement of CalMed Evaluation Services, LLC, a Delaware limited liability company (the “Company”), is adopted as of July 24, 2013 (the “Effective Date”), by MES Group, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

A. The Certificate of Formation of the Company was filed with the Secretary of State of Delaware on July 23, 2013, in accordance with the provisions of the Delaware Limited Liability Company Act.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, Chapter 18, as amended from time to time, and any successor thereto.

“Agreement” means this Limited Liability Company Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “limited liability company agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be CalMed Evaluation Services, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Delaware as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is MES Group, Inc.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III

Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Certificate of Formation, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Certificate of Formation or certificates of conversion has been executed;

b)     Copies of any then-effective written limited liability company agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all Members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Delaware law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Delaware Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

MES GROUP, INC.

/s/ Clare Arguedas                            

By: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Limited Liability Company Agreement of CalMed Evaluation Services, LLC)

EX-3.211

Exhibit 3.21.1

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

of

ISALUS, LLC

This Amended and Restated Certificate of Formation of iSalus, LLC, originally formed January 1, 2012 under the name iSalus, LLC, is being duly executed and filed by the undersigned authorized person to amend and restate the certificate of formation in accordance with Section 18-208 of the Delaware Limited Liability Company Act (the “Act”). It is hereby certified as follows:

FIRST: The name of the limited liability company (the “Company”) is: Nexworks, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Registered Agent at such address is Corporation Service Company.

THIRD: The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

FOURTH: In furtherance and not in limitation of the powers conferred by the Act, the Company shall be governed by a limited liability company agreement.

FIFTH: The Company shall to the fullest extent permitted by the provisions of Section 18-108 of the Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said Section 18-108 from and against any and all matters, and the indemnification provided for herein shall not be deemed exclusive of any other right to which any person may be entitled under the Company’s limited liability company agreement, or otherwise.

SIXTH: This Amended and Restated Certificate of Formation shall be effective on November 30, 2013.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Amended and Restated Certificate of Formation as of November 25, 2013.

By:	/s/ Clare Arguedas
Clare Arguedas, Authorized Person

EX-3.212

Exhibit 3.21.2

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF
NEXWORKS, LLC

This Amended and Restated Limited Liability Company Agreement of Nexworks, LLC, a Delaware limited liability company (the “Company”), is adopted as of November 30, 2013 (the “Effective Date”), by ExamWorks, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

A. The Certificate of Formation of the Company was filed with the Secretary of State of Delaware on December 30, 2011, to be effective on January 1, 2012, in accordance with the provisions of the Delaware Limited Liability Company Act.

B. The Amended and Restated Certificate of Formation of the Company was filed with the Secretary of State of Delaware on November 25, 2013, to be effective on November 30, 2013, in accordance with the provisions of the Delaware Limited Liability Company Act.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, Chapter 18, as amended from time to time, and any successor thereto.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “limited liability company agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be Nexworks, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Delaware as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is ExamWorks, Inc.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III
Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Certificate of Formation, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Certificate of Formation or certificates of conversion has been executed;

b)     Copies of any then-effective written operating agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all Members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Delaware law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X 
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Delaware Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI 
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

EXAMWORKS, INC.

/s/ Clare Arguedas                                                                

By: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Limited Liability Company Agreement of Nexworks, LLC)

EX-3.221

Exhibit 3.22.1

CERTIFICATE OF INCORPORATION

OF

VERITY ADMINISTRATORS, INC.

I.

The name of the corporation is Verity Administrators, Inc. (the “Corporation”).

II.

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle, and the name of its registered agent at that address is Corporation Service Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV.

The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, with a par value of $0.01 per share.

V.

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

VI.

Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, which number may be less than unanimous consent.

VII.

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

VIII.

The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware, indemnify its officers and members of the Board of Directors and may, if authorized by the Board of Directors, indemnify its employees and agents and any and all persons whom it shall have the power to indemnify against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions).

IX.

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

X.

The name and mailing address of the incorporator is:

NAME	ADDRESS
Clare Arguedas	c/o ExamWorks, Inc.
	3280 Peachtree Road, Suite 2625
	Atlanta, GA 30305

IN WITNESS WHEREOF, I have hereunto set my hand this 30^th day of November, 2012.

/s/ Clare Arguedas                                                                     

Clare Arguedas, Sole Incorporator

(Signature Page to Verity Administrators, Inc. Certification)

EX-3.222

Exhibit 3.22.2

BYLAWS

OF

VERITY ADMINISTRATORS, INC.

(a Delaware corporation)

BYLAWS

OF

VERITY ADMINISTRATORS, INC.

ARTICLE I
OFFICES

Verity Administrators, Inc. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine.

ARTICLE II
STOCKHOLDERS’ MEETINGS

2.1     Places of Meetings.  All meetings of the stockholders of the Corporation (the “Stockholders”) shall be held at such place or places in or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware.

2.2     Annual Meetings.  The annual meeting of Stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date within five (5) months after the end of each fiscal year of the Corporation and at such time as may be designated from time to time by the Board of Directors. If the annual meeting is not held as specified in the preceding sentence, it may be held as soon thereafter as convenient and shall be called the annual meeting. 

2.3     Special Meetings. Special meetings of Stockholders may be called at any time for any purpose or purposes by the Chairman of the Board of Directors, a majority of the Board of Directors, or the holder or holders of not less than 15% of all the shares of stock entitled to vote on the issue proposed to be considered at the meeting if such holder or holders sign, date and deliver to the Corporation’s Secretary, one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

2.4     Notices to Stockholders.     Written notice of the time and place of the annual meeting shall be given by mail to each Stockholder entitled to vote thereat at the address of such Stockholder as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided in Article IX of these Bylaws.

1

Any notice to Stockholders shall be effective if given by a form of electronic transmission consented to by the Stockholder to whom notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent. Notice shall be deemed given if by facsimile telecommuication, electronic mail, posting to an electronic network or by any other electronic transmission as directed and consented to by the Stockholder.

2.5     Voting. At all meetings of Stockholders, each Stockholder entitled to vote on the record date, as determined under Article VII, Section 7.3 of these Bylaws or, if not so determined, as prescribed under the General Corporation Law of the State of Delaware (the “DGCL”), shall be entitled to one vote for each share of stock standing of record in the name of such Stockholder, subject to any restrictions or qualifications set forth in the Certificate of Incorporation of the Corporation, as may be amended (the “Certificate of Incorporation”).

2.6     Quorum.  At any meeting of Stockholders, a majority of the number of shares of stock outstanding and entitled to vote thereat (or a majority of the number of shares of stock entitled to vote as a class or series) present in person or by proxy, shall constitute a quorum and may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitations as may be imposed under the DGCL, and provided further that once a quorum is established at a meeting as set forth hereunder, the quorum may not otherwise be eliminated during such meeting. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon which a different vote is required by the DGCL, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern.

2.7     List of Stockholders. At least ten (10) days before every meeting, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each Stockholder, shall be prepared by the Secretary or the transfer agent in charge of the stock ledger of the Corporation.  Such list shall be open for examination by any Stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present. The stock ledger shall represent conclusive evidence as to who are the Stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

2.8     Action Without Meeting.      Any action required or permitted to be taken at a meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, which number may be less than unanimous consent.

2

An electronic transmission consenting to an action to be taken and transmitted by the Stockholder, or proxyholder, or by a person or persons authorized to act for the Stockholder, or proxyholder, shall be deemed to be written, signed and dated, provided that any such electronic transmission sets forth, or is delivered with, information from which the Corporation can determine (i) that the transmission was transmitted by the Stockholder, or proxyholder, or authorized person; and (ii) the date on which such Stockholder, or proxyholder or authorized person sent such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which the consent was signed.

ARTICLE III
BOARD OF DIRECTORS

3.1     Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the DGCL, subject to such limitations as may be provided by the Certificate of Incorporation or these Bylaws.

3.2     Election of Directors. The Board of Directors shall consist of one or more individuals. The initial Board of Directors shall consist of two (2) directors. The Stockholders of the Corporation or the Board of Directors may fix or change the number of directors by fixing a minimum and maximum number of directors. The directors shall be elected at each annual meeting of Stockholders, each director so elected to serve until the election and qualification of his successor or until his or her earlier death, resignation, disqualification or removal from office.

3.3     Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for serving as members of the Board of Directors or any committee thereof and for attendance at meetings of the Board of Directors or any committee thereof, and may determine the amount of such fees and compensation. Directors shall in any event be paid their reasonable travel and other expenses for attendance at all meetings of the Board of Directors or committees thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the Board of Directors or any committee thereof.

3.4     Meetings and Quorum. Meetings of the Board of Directors may be held either in or outside of the State of Delaware. A quorum shall be a majority of the Board of Directors.

Meetings other than regular meetings may be called at any time by the Chairman, the Chief Executive Officer, the Chief Financial Officer or the Secretary and must be called upon the request of a majority or more of the members of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer, the Chief Financial Officer or the Secretary on five (5) days’ notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram or facsimile transmission, and on five (5) days’ notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.

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Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his or her residence or business address at least five days before the meeting or by delivering the same to him personally or by telephone, telegraph, telecopier or electronic mail at least two days before the meeting unless, in case of exigency, the Chairman shall prescribe a shorter notice to be given personally. Notice by mail shall be deemed to be given at the earlier of (a) receipt thereof, or (b) five days after it is deposited in the United States mail with first-class postage affixed thereon. Notice given by telegraph, telecopier or electronic mail shall be deemed to be given as of the date and time of telegraph, telecopier or electronic mail confirmation of receipt is received. Telephonic notice shall be deemed given at such a time as such notice is actually provided to the director.

Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the DGCL, the Certificate of Incorporation, the Bylaws or by the order of the Board of Directors.

3.5     Committees.  The Board of Directors may provide for committees of two or more directors and shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairman thereof. The Board of Directors may at any time change the membership of any committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of such committee or dissolve it.

Each committee may determine its rules of procedure and the notice to be given of its meetings (although in the absence of any special notice procedure, the notice provisions of Section 3.4 hereof shall govern), and it may appoint such other committees and assistants as it shall from time to time deem necessary. A majority of the members of the each committee shall constitute a quorum.

3.6     Telephonic Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone call or other similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.7     Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form it the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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ARTICLE IV
OFFICERS

4.1     Title and Election. The officers of the Corporation shall include one or more Chairmen, a President, Chief Financial Officer, Secretary and/or such other officers as the Board of Directors may deem advisable and may from time to time determine. The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation, removal, death or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any person may hold more than one office if the duties can be adequately performed by the same person and to the extent permitted by the DGCL.

The Board of Directors, in its discretion, may also at any time elect or appoint such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his or her earlier death, resignation, retirement, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors.

4.2     Duties. The officers of the Corporation shall have all of the powers and duties commonly incident to their offices, and such other duties as may be prescribed from time to time by the Board of Directors.

4.3     Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

4.4     Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude such officer from receiving compensation or from voting upon the resolution providing the same.

ARTICLE V
RESIGNATIONS, VACANCIES AND REMOVALS

5.1     Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the Chairman, the Chief Financial Officer, or the Vice President. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein or in these Bylaws, the acceptance of any resignation shall not be necessary to make it effective.

5.2     Officer Vacancies. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

5.3     Officer Removals. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor.

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ARTICLE VI

INDEMNIFICATION

6.1     Directors and Officers. Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be defended, indemnified and held harmless by the Corporation to the fullest extent permitted by law. The right to indemnification conferred in this Article VI shall also include the right to be paid by the Corporation the expenses (including attorneys fees) incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the DGCL. The right to indemnification conferred in this Article VI shall be a contract right.

6.2     Fiduciary Duties. No director shall be liable to the Corporation or its Stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability thereof is not permitted under the DGCL.

6.3     Employees and Agents. The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the DGCL.

6.4     Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under Delaware Law.

6.5     Other Rights. The rights and authority conferred in this Article VI shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

6.6     Constituent Corporations. For the purposes of this Article VI, references to “the Corporation" include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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6.7     Effects of Modification. Neither the amendment nor repeal of any part of this Article VI nor the adoption of any provision of these Bylaws or the Certificate of Incorporation of the Corporation, nor, to the fullest extent permitted by the DGCL, any modification of law, shall eliminate or reduce the effect of this Article VI in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

ARTICLE VII
CAPITAL STOCK

7.1     Certificates of Stock. Every Stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby.  Such certificates shall be signed by any two (2) officers of the Corporation.  Any or all of such signatures may be in facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

7.2     Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

7.3     Record Dates. For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting, or in order to make a determination of Stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed, but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the Stockholders without actually closing the stock transfer books. Such record date shall not be more than sixty (60) days, nor less than ten (10) days, prior to the date on which the particular action requiring such determination of Stockholders is to be taken.

If no such record date is fixed by the Board of Directors, the record date shall be that prescribed by the DGCL.

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A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may, in their discretion, fix a new record date for the adjourned meeting.

7.4     Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee (if one has been appointed), or by an officer of the Corporation if the Board of Directors or the Executive Committee does not do so.

ARTICLE VIII
FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

8.1     Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board of Directors.

8.2     Bank Deposit, Checks, Etc. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors or by such officer or officers as the Board of Directors may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by such person or persons as may be designated from time to time by the Board of Directors. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

ARTICLE IX
BOOKS AND RECORDS

9.1     Place of Keeping Books. The books and records of the Corporation may be kept within or outside of the State of Delaware.

9.2     Examination of Books. Except as may otherwise be provided by the DGCL, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any Stockholder. No Stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the Stockholders or of the Board of Directors.

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ARTICLE X
NOTICES

10.1     Requirements of Notice. Whenever notice is required to be given to any Stockholder by statute, the Certificate of Incorporation or these Bylaws, except as otherwise provided in Section 3.4 hereof, it shall not mean personal notice unless so specified, but such notice may be given in (i) writing by depositing the same in a post office, letter box or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed, or (ii) by a form a electronic transmission consented to by the Stockholder to whom the notice is given, and such notice shall be deemed given if by facsimile telecommunications, when directed to a number at which the Stockholder has consented to receive notice; or if by electronic mail, when directed to an electronic mail address at which the Stockholders has consented to receive notice; or if by posting on an electronic network together with separate notice to the Stockholder of such specific posting; or if by any other form of electronic transmission, when directed to the Stockholder

10.2     Waivers. Any Stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by law, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a Stockholder either in person or by proxy at any meeting of Stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by law, the Certificate of Incorporation or these Bylaws, unless such presence is solely for the purpose of objecting to the lack of notice and such objection is stated at the commencement of the meeting.

ARTICLE XI
SEAL

The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the word “SEAL” enclosed in parentheses or brackets. The corporate seal of the Corporation shall not be necessary to validate or authenticate any instrument duly executed by the Corporation or to render any such instrument enforceable against the Corporation.

ARTICLE XII
POWERS OF ATTORNEY

The Board of Directors may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without the power of substitution.

In the absence of any action by the Board of Directors, any officer of the Corporation may execute, for and on behalf of the Corporation, waivers of notice of meetings of Stockholders and proxies, or may vote shares directly, for such meetings of any company in which the Corporation may hold voting securities.

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ARTICLE XIII
AMENDMENTS

Except as provided otherwise by the laws of the State of Delaware or the Certificate of Incorporation, these Bylaws may be amended or repealed either:

(a)     At any meeting of Stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting as provided in Article II of these Bylaws; provided that the notice of such meeting of Stockholders or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal; or

(b)     At any meeting of the Board of Directors by a majority vote of the directors then in office, except for the provisions authorizing actions by more than a majority of the directors in which case such provision may be amended or repealed by such number of directors as are required at act pursuant to such provision.

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EX-3.231

Exhibit 3.23.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

G&L INTERMEDIATE HOLDINGS, INC.

FIRST: The name of the Corporation is G&L Intermediate Holdings, Inc. The name under which the Corporation was originally incorporated was G&L Intermediate Holdings, Inc. and the name of the Corporation is being amended to ExamWorks Clinical Solutions Holdings, Inc. pursuant to the attached Second Amended and Restated Certificate of Incorporation.

SECOND: The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of Delaware on November 5, 2007.

THIRD: The Second Amended and Restated Certificate of Incorporation of the Corporation (the “Second Amended and Restated Certificate”) was duly adopted in accordance with the provisions of Section 242 and 245 of the Delaware General Corporation Law (“DGCL”), the Board of Directors has recommended and the holders of a majority of the outstanding stock of the Corporation have approved the Second Amended and Restated Certificate by written consent in accordance with Sections 141(f) and 228 of the DGCL.

FOURTH: The Second Amended and Restated Certificate is being filed pursuant to Sections 103 and 245 of the DGCL.

FIFTH: The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

[Remainder of page intentionally left blank]

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC.

I.

The name of the corporation is ExamWorks Clinical Solutions Holdings, Inc. (the “Corporation”).

II.

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle, and the name of its registered agent at that address is Corporation Service Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV.

The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, with a par value of $0.01 per share.

V.

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

VI.

Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, which number may be less than unanimous consent.

VII.

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

VIII.

The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware, indemnify its officers and members of the Board of Directors and may, if authorized by the Board of Directors, indemnify its employees and agents and any and all persons whom it shall have the power to indemnify against any and all expenses, liabilities or other matters (including expenses incurred in prosecuting and indemnification actions).

IX.

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

IN WITNESS WHEREOF, I have hereunto set my hand this 1^st day of January, 2015.

G&L INTERMEDIATE HOLDINGS, INC.,

a Delaware corporation

By:     /s/Clare Arguedas                                   

Name: Clare Arguedas

Title: General Counsel, Executive Vice

President and Secretary

EX-3.232

Exhibit 3.23.2

SECOND AMENDED AND RESTATED BYLAWS

OF

EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC.

(a Delaware corporation)

SECOND AMENDED AND RESTATED BYLAWS

OF

EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC.

ARTICLE I
OFFICES

ExamWorks Clinical Solutions Holdings, Inc. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine.

ARTICLE II
STOCKHOLDERS’ MEETINGS

2.1     Places of Meetings.  All meetings of the stockholders of the Corporation (the “Stockholders”) shall be held at such place or places in or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware.

2.2     Annual Meetings.  The annual meeting of Stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date within five (5) months after the end of each fiscal year of the Corporation and at such time as may be designated from time to time by the Board of Directors. If the annual meeting is not held as specified in the preceding sentence, it may be held as soon thereafter as convenient and shall be called the annual meeting. 

2.3     Special Meetings. Special meetings of Stockholders may be called at any time for any purpose or purposes by the Chairman of the Board of Directors, a majority of the Board of Directors, or the holder or holders of not less than 15% of all the shares of stock entitled to vote on the issue proposed to be considered at the meeting if such holder or holders sign, date and deliver to the Corporation’s Secretary, one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

2.4     Notices to Stockholders.     Written notice of the time and place of the annual meeting shall be given by mail to each Stockholder entitled to vote thereat at the address of such Stockholder as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided in Article IX of these Bylaws.

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Any notice to Stockholders shall be effective if given by a form of electronic transmission consented to by the Stockholder to whom notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent. Notice shall be deemed given if by facsimile telecommuication, electronic mail, posting to an electronic network or by any other electronic transmission as directed and consented to by the Stockholder.

2.5     Voting. At all meetings of Stockholders, each Stockholder entitled to vote on the record date, as determined under Article VII, Section 7.3 of these Bylaws or, if not so determined, as prescribed under the General Corporation Law of the State of Delaware (the “DGCL”), shall be entitled to one vote for each share of stock standing of record in the name of such Stockholder, subject to any restrictions or qualifications set forth in the Certificate of Incorporation of the Corporation, as may be amended (the “Certificate of Incorporation”).

2.6     Quorum.  At any meeting of Stockholders, a majority of the number of shares of stock outstanding and entitled to vote thereat (or a majority of the number of shares of stock entitled to vote as a class or series) present in person or by proxy, shall constitute a quorum and may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitations as may be imposed under the DGCL, and provided further that once a quorum is established at a meeting as set forth hereunder, the quorum may not otherwise be eliminated during such meeting. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon which a different vote is required by the DGCL, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern.

2.7     List of Stockholders. At least ten (10) days before every meeting, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each Stockholder, shall be prepared by the Secretary or the transfer agent in charge of the stock ledger of the Corporation.  Such list shall be open for examination by any Stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present. The stock ledger shall represent conclusive evidence as to who are the Stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

2.8     Action Without Meeting.      Any action required or permitted to be taken at a meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, which number may be less than unanimous consent.

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An electronic transmission consenting to an action to be taken and transmitted by the Stockholder, or proxyholder, or by a person or persons authorized to act for the Stockholder, or proxyholder, shall be deemed to be written, signed and dated, provided that any such electronic transmission sets forth, or is delivered with, information from which the Corporation can determine (i) that the transmission was transmitted by the Stockholder, or proxyholder, or authorized person; and (ii) the date on which such Stockholder, or proxyholder or authorized person sent such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which the consent was signed.

ARTICLE III
BOARD OF DIRECTORS

3.1     Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the DGCL, subject to such limitations as may be provided by the Certificate of Incorporation or these Bylaws.

3.2     Election of Directors. The Board of Directors shall consist of one or more individuals. The initial Board of Directors shall consist of two (2) directors. The Stockholders of the Corporation or the Board of Directors may fix or change the number of directors by fixing a minimum and maximum number of directors. The directors shall be elected at each annual meeting of Stockholders, each director so elected to serve until the election and qualification of his successor or until his or her earlier death, resignation, disqualification or removal from office.

3.3     Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for serving as members of the Board of Directors or any committee thereof and for attendance at meetings of the Board of Directors or any committee thereof, and may determine the amount of such fees and compensation. Directors shall in any event be paid their reasonable travel and other expenses for attendance at all meetings of the Board of Directors or committees thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the Board of Directors or any committee thereof.

3.4     Meetings and Quorum. Meetings of the Board of Directors may be held either in or outside of the State of Delaware. A quorum shall be a majority of the Board of Directors.

Meetings other than regular meetings may be called at any time by the Chairman, the Chief Executive Officer, the Chief Financial Officer or the Secretary and must be called upon the request of a majority or more of the members of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer, the Chief Financial Officer or the Secretary on five (5) days’ notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram or facsimile transmission, and on five (5) days’ notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.

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Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his or her residence or business address at least five days before the meeting or by delivering the same to him personally or by telephone, telegraph, telecopier or electronic mail at least two days before the meeting unless, in case of exigency, the Chairman shall prescribe a shorter notice to be given personally. Notice by mail shall be deemed to be given at the earlier of (a) receipt thereof, or (b) five days after it is deposited in the United States mail with first-class postage affixed thereon. Notice given by telegraph, telecopier or electronic mail shall be deemed to be given as of the date and time of telegraph, telecopier or electronic mail confirmation of receipt is received. Telephonic notice shall be deemed given at such a time as such notice is actually provided to the director.

Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the DGCL, the Certificate of Incorporation, the Bylaws or by the order of the Board of Directors.

3.5     Committees.  The Board of Directors may provide for committees of two or more directors and shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairman thereof. The Board of Directors may at any time change the membership of any committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of such committee or dissolve it.

Each committee may determine its rules of procedure and the notice to be given of its meetings (although in the absence of any special notice procedure, the notice provisions of Section 3.4 hereof shall govern), and it may appoint such other committees and assistants as it shall from time to time deem necessary. A majority of the members of the each committee shall constitute a quorum.

3.6     Telephonic Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone call or other similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.7     Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form it the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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ARTICLE IV
OFFICERS

4.1     Title and Election. The officers of the Corporation shall include one or more Chairmen, a President, Chief Financial Officer, Secretary and/or such other officers as the Board of Directors may deem advisable and may from time to time determine. The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation, removal, death or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any person may hold more than one office if the duties can be adequately performed by the same person and to the extent permitted by the DGCL.

The Board of Directors, in its discretion, may also at any time elect or appoint such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his or her earlier death, resignation, retirement, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors.

4.2     Duties. The officers of the Corporation shall have all of the powers and duties commonly incident to their offices, and such other duties as may be prescribed from time to time by the Board of Directors.

4.3     Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

4.4     Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude such officer from receiving compensation or from voting upon the resolution providing the same.

ARTICLE V
RESIGNATIONS, VACANCIES AND REMOVALS

5.1     Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the Chairman, the Chief Financial Officer, or the Vice President. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein or in these Bylaws, the acceptance of any resignation shall not be necessary to make it effective.

5.2     Officer Vacancies. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

5.3     Officer Removals. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor.

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ARTICLE VI

INDEMNIFICATION

6.1     Directors and Officers. Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be defended, indemnified and held harmless by the Corporation to the fullest extent permitted by law. The right to indemnification conferred in this Article VI shall also include the right to be paid by the Corporation the expenses (including attorneys fees) incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the DGCL. The right to indemnification conferred in this Article VI shall be a contract right.

6.2     Fiduciary Duties. No director shall be liable to the Corporation or its Stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability thereof is not permitted under the DGCL.

6.3     Employees and Agents. The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the DGCL.

6.4     Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under Delaware Law.

6.5     Other Rights. The rights and authority conferred in this Article VI shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

6.6     Constituent Corporations. For the purposes of this Article VI, references to “the Corporation" include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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6.7     Effects of Modification. Neither the amendment nor repeal of any part of this Article VI nor the adoption of any provision of these Bylaws or the Certificate of Incorporation of the Corporation, nor, to the fullest extent permitted by the DGCL, any modification of law, shall eliminate or reduce the effect of this Article VI in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

ARTICLE VII
CAPITAL STOCK

7.1     Certificates of Stock. Every Stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby.  Such certificates shall be signed by any two (2) officers of the Corporation.  Any or all of such signatures may be in facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

7.2     Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

7.3     Record Dates. For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting, or in order to make a determination of Stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed, but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the Stockholders without actually closing the stock transfer books. Such record date shall not be more than sixty (60) days, nor less than ten (10) days, prior to the date on which the particular action requiring such determination of Stockholders is to be taken.

If no such record date is fixed by the Board of Directors, the record date shall be that prescribed by the DGCL.

A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may, in their discretion, fix a new record date for the adjourned meeting.

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7.4     Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee (if one has been appointed), or by an officer of the Corporation if the Board of Directors or the Executive Committee does not do so.

ARTICLE VIII
FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

8.1     Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board of Directors.

8.2     Bank Deposit, Checks, Etc. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors or by such officer or officers as the Board of Directors may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by such person or persons as may be designated from time to time by the Board of Directors. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

ARTICLE IX
BOOKS AND RECORDS

9.1     Place of Keeping Books. The books and records of the Corporation may be kept within or outside of the State of Delaware.

9.2     Examination of Books. Except as may otherwise be provided by the DGCL, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any Stockholder. No Stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the Stockholders or of the Board of Directors.

ARTICLE X
NOTICES

10.1     Requirements of Notice. Whenever notice is required to be given to any Stockholder by statute, the Certificate of Incorporation or these Bylaws, except as otherwise provided in Section 3.4 hereof, it shall not mean personal notice unless so specified, but such notice may be given in (i) writing by depositing the same in a post office, letter box or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed, or (ii) by a form a electronic transmission consented to by the Stockholder to whom the notice is given, and such notice shall be deemed given if by facsimile telecommunications, when directed to a number at which the Stockholder has consented to receive notice; or if by electronic mail, when directed to an electronic mail address at which the Stockholders has consented to receive notice; or if by posting on an electronic network together with separate notice to the Stockholder of such specific posting; or if by any other form of electronic transmission, when directed to the Stockholder

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10.2     Waivers. Any Stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by law, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a Stockholder either in person or by proxy at any meeting of Stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by law, the Certificate of Incorporation or these Bylaws, unless such presence is solely for the purpose of objecting to the lack of notice and such objection is stated at the commencement of the meeting.

ARTICLE XI
SEAL

The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the word “SEAL” enclosed in parentheses or brackets. The corporate seal of the Corporation shall not be necessary to validate or authenticate any instrument duly executed by the Corporation or to render any such instrument enforceable against the Corporation.

ARTICLE XII
POWERS OF ATTORNEY

The Board of Directors may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without the power of substitution.

In the absence of any action by the Board of Directors, any officer of the Corporation may execute, for and on behalf of the Corporation, waivers of notice of meetings of Stockholders and proxies, or may vote shares directly, for such meetings of any company in which the Corporation may hold voting securities.

ARTICLE XIII
AMENDMENTS

Except as provided otherwise by the laws of the State of Delaware or the Certificate of Incorporation, these Bylaws may be amended or repealed either:

(a)     At any meeting of Stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting as provided in Article II of these Bylaws; provided that the notice of such meeting of Stockholders or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal; or

(b)     At any meeting of the Board of Directors by a majority vote of the directors then in office, except for the provisions authorizing actions by more than a majority of the directors in which case such provision may be amended or repealed by such number of directors as are required at act pursuant to such provision.

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EX-3.241

Exhibit 3.24.1

CERTIFICATE OF FORMATION

of

EXAMWORKS CLINICAL SOLUTIONS, LLC

This Certificate of Formation is being duly executed and filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (the “Act”). It is hereby certified as follows:

FIRST: The name of the limited liability company (the “Company”) is: ExamWorks Clinical Solutions, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Registered Agent at such address is Corporation Service Company.

THIRD: The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

FOURTH: In furtherance and not in limitation of the powers conferred by the Act, the Company shall be governed by a limited liability company agreement.

FIFTH: The Company shall to the fullest extent permitted by the provisions of Section 18-108 of the Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said Section 18-108 from and against any and all matters, and the indemnification provided for herein shall not be deemed exclusive of any other right to which any person may be entitled under the Company’s limited liability company agreement, or otherwise.

SIXTH: The formation shall be effective on filing of this Certificate of Formation with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation as of June 9, 2014.

By:	/s/ Clare Arguedas
	Authorized Person

EX-3.242

Exhibit 3.24.2

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF
EXAMWORKS CLINICAL SOLUTIONS, LLC

This Limited Liability Company Agreement of ExamWorks Clinical Solutions, LLC, a Delaware limited liability company (the “Company”), is adopted as of January 1, 2015 (the “Effective Date”), by ExamWorks Clinical Solutions Holdings, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

A. The Certificate of Formation of the Company was filed with the Secretary of State of Delaware on June 9, 2014, in accordance with the provisions of the Delaware Limited Liability Company Act.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, Chapter 18, as amended from time to time, and any successor thereto.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “limited liability company agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be ExamWorks Clinical Solutions, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Delaware as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is ExamWorks Clinical Solutions Holdings, Inc.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III
Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Certificate of Formation, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Certificate of Formation or certificates of conversion has been executed;

b)     Copies of any then-effective written limited liability company agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all Members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Delaware law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Delaware Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

EXAMWORKS CLINICAL SOLUTIONS HOLDINGS, INC.

/s/ Clare Arguedas                                                                          

By: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Amended and Restated Limited Liability Company Agreement of ExamWorks Clinical Solutions, LLC)

EX-3.251

Exhibit 3.25.1

SECOND AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

GOULD & LAMB TRUST COMPANY, LLC

The Articles of Organization for this Limited Liability Company were filed on June 21, 2013 and assigned Florida document number L13000090018.

Article I

The name of the Limited Liability Company is Gould & Lamb Trust Company, LLC.

Article II

The street address of the principal office of the Limited Liability Company is:

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

The mailing address of the Limited Liability Company is:

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

Article III

The purpose for which this Limited Liability Company is organized is any and all lawful business.

Article IV

The name and Florida street address of the Limited Liability Company’s registered agent is:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

Article V

The name and address of the Authorized Member is as follows:

Title:     AMBR

Gould & Lamb, LLC

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

The name and address of each Member and Manager to be removed from record is as follows:

Title: MGRM

Gould & Lamb, LLC

101 Riverfront Blvd.

Bradenton, FL 34205

Title:     MGR

Deborah A. Pfeifle – CEO

101 Riverfront Blvd.

Bradenton, FL 34205

Title: MGR

John P. McDonough – CFO

101 Riverfront Blvd.

Bradenton, FL 34205

Title:     MGR

Sarah B. Bates – Control

101 Riverfront Blvd.

Bradenton, FL 34205

Article VI

The effective date for these Second Amended and Restated Articles of Organization shall be upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of February, 2014.

Gould & Lamb Trust Company, LLC,

a Florida limited liability company

By: Gould & Lamb, LLC, its sole member

By: G&L Acquisition Holdings, Inc., its sole member

By:     /s/ Clare Arguedas                                                      

Name: Clare Arguedas

Title: General Counsel, Executive Vice

President and Secretary

EX-3.252

Exhibit 3.25.2

amended and restated Operating AGREEMENT

OF
Gould & Lamb Trust Company, LLC

This Amended and Restated Operating Agreement of Gould & Lamb Trust Company, LLC, a Florida limited liability company (the “Company”), is adopted as of January 1, 2015 (the “Effective Date”), by ExamWorks Clinical Solutions, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

A. The Articles of Organization of the Company were filed with the Secretary of State of Florida on June 21, 2013, in accordance with the provisions of the Florida Revised Limited Liability Company Act.

B. The Amended and Restated Articles of Organization of the Company were filed with the Secretary of State of Florida on February 4, 2014, in accordance with the provisions of the Florida Revised Limited Liability Company Act.

C. The Second Amended and Restated Articles of Organization of the Company were filed with the Secretary of State of Florida on February 5, 2014, in accordance with the provisions of the Florida Revised Limited Liability Company Act.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Florida Revised Limited Liability Company Act as amended from time to time, and any successor thereto.

“Agreement” means this Amended and Restated Operating Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “operating agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be Gould & Lamb Trust Company, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road NE, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Florida as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Articles of Organization. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is ExamWorks Clinical Solutions, LLC.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III
Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Articles of Organization, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Articles of Organization or certificates of conversion has been executed;

b)     Copies of any then-effective written operating agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all Members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Florida law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Florida Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

ExamWorks Clinical Solutions, LLC,

a Delaware limited liability company

By: ExamWorks Clinical Solutions Holdings, Inc., its sole member

/s/ Clare Arguedas                                                                                

By: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Amended and Restated Operating Agreement of Gould & Lamb Trust Company, LLC)

EX-3.261

Exhibit 3.26.1

SECOND AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

NATIONAL INSTITUTE FOR MEDICARE AND MEDICAID EDUCATION, LLC

The Articles of Organization for this Limited Liability Company were filed on October 19, 2012 and assigned Florida document number L12000133624.

Article I

The name of the Limited Liability Company is National Institute for Medicare and Medicaid Education, LLC.

Article II

The street address of the principal office of the Limited Liability Company is:

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

The mailing address of the Limited Liability Company is:

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

Article III

The purpose for which this Limited Liability Company is organized is any and all lawful business.

Article IV

The name and Florida street address of the Limited Liability Company’s registered agent is:

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

Article V

The name and address of the Authorized Member to be added to record is as follows:

Title:     AMBR

Gould & Lamb, LLC

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

The name and address of each Manager to be removed from record is as follows:

Title: MGR

John P. McDonough

101 Riverfront Blvd., Suite 100

Bradenton, FL 34205

Article VI

The effective date for these Second Amended and Restated Articles of Organization shall be upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of February, 2014.

NATIONAL INSTITUTE FOR MEDICARE AND MEDICAID EDUCATION, LLC,

a Florida limited liability company

By: Gould & Lamb, LLC, its sole member

By: G&L Acquisition Holdings, Inc., its sole member

By:     /s/ Clare Arguedas                                                            

Name: Clare Arguedas

Title: General Counsel, Executive Vice

President and Secretary

EX-3.262

Exhibit 3.26.2

AMENDED AND RESTATED operating AGREEMENT

OF
national institute for medicare and medicaid education, LLC

This Amended and Restated Operating Agreement of National Institute for Medicare and Medicaid Education, LLC, a Florida limited liability company (the “Company”), is adopted as of January 1, 2015 (the “Effective Date”), by ExamWorks Clinical Solutions, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

A. The Articles of Organization of the Company were filed with the Secretary of State of Florida on October 19, 2012, in accordance with the provisions of the Florida Revised Limited Liability Company Act.

B. The Amended and Restated Articles of Organization of the Company were filed with the Secretary of State of Florida on February 4, 2014, in accordance with the provisions of the Florida Revised Limited Liability Company Act.

C. The Second Amended and Restated Articles of Organization of the Company were filed with the Secretary of State of Florida on February 5, 2014, in accordance with the provisions of the Florida Revised Limited Liability Company Act.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Florida Revised Limited Liability Company Act, as amended from time to time, and any successor thereto.

“Agreement” means this Amended and Restated Operating Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “operating agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be National Institute for Medicare and Medicaid Education, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road NE, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Florida as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Articles of Organization. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is ExamWorks Clinical Solutions, LLC.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III
Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Articles of Organization, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Articles of Organization or certificates of conversion has been executed;

b)     Copies of any then-effective written operating agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all Members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Florida law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Florida Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

Examworks clinical solutions, LLC, a Delaware limited liability company

By: ExamWorks Clinical Solutions Holdings, Inc., its sole member

/s/ Clare Arguedas                                                                                         

By: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Amended and Restated Operating Agreement of National Institute for Medicare and Medicaid Education, LLC)

EX-3.271

Exhibit 3.27.1

Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT

OF
Reliable RS, LLC

This Amended and Restated Limited Liability Company Agreement of Reliable RS, LLC, a Delaware limited liability company (the “Company”), is adopted as of January 5, 2015 (the “Effective Date”), by ExamWorks, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

The Certificate of Formation of the Company was filed with the Secretary of State of Delaware on December 5, 2014, in accordance with the provisions of the Delaware Limited Liability Company Act.

The Amended and Restated Certificate of Formation of the Company was filed with the Secretary of State of Delaware on January 2, 2015, in accordance with the provisions of the Delaware Limited Liability Company Act affecting the name change of the Company.

This Agreement amends and restates the Limited Liability Company Agreement of the Company dated December 5, 2014.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, Chapter 18, as amended from time to time, and any successor thereto.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “limited liability company agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be Reliable RS, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Delaware as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is ExamWorks, Inc.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III
Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Certificate of Formation, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Certificate of Formation or certificates of conversion has been executed;

b)     Copies of any then-effective written limited liability company agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Delaware law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Delaware Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

EXAMWORKS, INC.

/s/ Clare Arguedas                                                                                    

By: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Amended and Restated Limited Liability Company Agreement of Reliable RS, LLC)

EX-3.272

Exhibit 3.27.2

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

of

ORANGE11, LLC

This Amended and Restated Certificate of Formation of Orange11, LLC, originally formed December 5, 2014 under the name Orange11, LLC, is being duly executed and filed by the undersigned authorized person to amend and restate the certificate of formation in accordance with Section 18-208 of the Delaware Limited Liability Company Act (the “Act”). It is hereby certified as follows:

FIRST: The name of the limited liability company (the “Company”) is: Reliable RS, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Registered Agent at such address is Corporation Service Company.

THIRD: The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

FOURTH: In furtherance and not in limitation of the powers conferred by the Act, the Company shall be governed by a limited liability company agreement.

FIFTH: The Company shall to the fullest extent permitted by the provisions of Section 18-108 of the Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said Section 18-108 from and against any and all matters, and the indemnification provided for herein shall not be deemed exclusive of any other right to which any person may be entitled under the Company’s limited liability company agreement, or otherwise.

SIXTH: This Amended and Restated Certificate of Formation shall be effective on January 2, 2015 at 5:01pm ET.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Amended and Restated Certificate of Formation as of January 2, 2015.

By:	/s/ Clare Arguedas
Clare Arguedas, Authorized Person

EX-3.281

Exhibit 3.28.1

CERTIFICATE OF FORMATION

of

LM EXAMS, LLC

This Certificate of Formation is being duly executed and filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (the “Act”). It is hereby certified as follows:

FIRST: The name of the limited liability company (the “Company”) is: LM Exams, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Registered Agent at such address is Corporation Service Company.

THIRD: The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

FOURTH: In furtherance and not in limitation of the powers conferred by the Act, the Company shall be governed by a limited liability company agreement.

FIFTH: The Company shall to the fullest extent permitted by the provisions of Section 18-108 of the Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said Section 18-108 from and against any and all matters, and the indemnification provided for herein shall not be deemed exclusive of any other right to which any person may be entitled under the Company’s limited liability company agreement, or otherwise.

SIXTH: The formation shall be effective on filing of this Certificate of Formation with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation as of December 5, 2014.

By:      /s/ Clare Arguedas                       

Authorized Person

EX-3.282

Exhibit 3.28.2

Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT

OF
LM Exams, LLC

This Amended and Restated Limited Liability Company Agreement of LM Exams, LLC, a Delaware limited liability company (the “Company”), is adopted as of March 25, 2015 (the “Effective Date”), by Medicolegal Services, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

The Certificate of Formation of the Company was filed with the Secretary of State of Delaware on December 5, 2014, in accordance with the provisions of the Delaware Limited Liability Company Act.

This Agreement amends and restates the Limited Liability Company Agreement of the Company dated December 5, 2014.

Article I
Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, Chapter 18, as amended from time to time, and any successor thereto.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended, modified, restated or supplemented from time to time.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Fiscal Year” has the meaning set forth in Article VII, Section 1 of this Agreement.

“Member” has the meaning set forth in the preamble to this Agreement.

“Membership Interests” means the entire interest in the Company owned by the Member, expressed as a percentage of ownership.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

Article II
Organizational Matters

Section 1.     Adoption. The Member hereby adopts this Agreement as the “limited liability company agreement” of the Company (as that term is used in the Act) as of the Effective Date. Unless a provision of the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement, as the same may be amended, shall govern.

Section 2.     Name. The name of the Company shall be LM Exams, LLC, and the Company shall conduct all of its business only under that name or such other names as may be approved by the Member; provided, that the name shall always contain the words “limited liability company”, “limited company”, “LLC”, “L.L.C.”, “LC” or “L.C.”.

Section 3.     Term. The term of the Company shall be from the Effective Date and shall continue until the winding up and liquidation of the Company and its business is completed following a dissolution event, as provided in Article VIII hereof.

Section 4.     Principal Business Office. The principal office of the Company shall be located at 3280 Peachtree Road, #2625, Atlanta, GA 30305, or at such other location as may hereafter be determined by the Member. The Member may establish and maintain such additional offices and places of business of the Company as it deems appropriate.

Section 5.     Registered Agent. The Company shall continuously maintain an office and registered agent in the State of Delaware as required by the Act. The name and address of the registered agent and registered office of the Company for service of process on the Company shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

Section 6.     Qualification in Other Jurisdictions. The officers of the Company and the Member shall execute and cause to be filed original or amended articles or certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

Section 7.     Member. The name of the Member is Medicolegal Services, LLC.

Section 8.     Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

Section 9.     Powers. The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 10.     Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member or officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company.

Article III
Management and Control of Company

Section 1.     Management. The management, direction and control of the business and affairs of the Company shall be vested in the Member, who shall have full and complete authority, power and discretion to manage and control the business, affairs and property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Article IV
Officers

Section 1.     Officers. The Company may have one or more Chairmen and/or Chief Executive Officers, a President, one or more Vice Presidents, a Chief Financial Officer, and a Secretary, each of whom shall be appointed by the Member. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Member from time to time. Each of the officers shall have the duties and responsibilities that the Member may from time to time prescribe. Any two or more offices may be held by the same person.

Section 2.     Resignation of Officer. An officer may resign at any time by delivering written notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date. If the resignation is effective at a later date and the Company accepts the future effective date, the Member may fill the pending vacancy before the effective date provided the Member provides that the successor officer does not take office until the future effective date.

Section 3.     Removal of Officer. The Member may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may be removed by the appointing officer.

Section 4.     Compensation. The compensation of officers shall be fixed from time to time at the discretion of the Member. The Company may enter into employment agreements with any officer of the Company.

Article V
Capital Contributions

Section 1.     Capital Contributions. The Member is not required to make any capital contributions to the Company. However, the Member may make capital contributions to the Company at any time in the discretion of the Member, which may be in the form of property or services to the Company. The provisions of this Agreement, including this Article V, Section 1, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Article VI
Taxes

Section 1.     Taxes. The Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Member on its returns.

Article VII
Fiscal Year and Books and Records

Section 1.     Fiscal Year. The fiscal year of the Company shall be as provided by the Member.

Section 2.     Books and Records. The Company shall keep at its principal office the following records:

a)     A copy of the Certificate of Formation, and all amendments thereto, and all certificates of conversion, together with executed copies of any power of attorney pursuant to which any Certificate of Formation or certificates of conversion has been executed;

b)     Copies of any then-effective written limited liability company agreement and all amendments thereto;

c)     The current name and mailing address of the Member;

d)     Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

e)     A writing setting forth any events upon the happening of which the Company is to be dissolved and its affairs wound up; and

f)     A writing setting forth the amount of cash, if any, and a description and statement of the agreed value of other property or services, if any, contributed by the Member or which the Member has agreed to contribute and times at which or events upon the happening of which any additional contributions are to be made.

Section 3.     Inspection of Accounts. The Member may, at any time during the Company’s business hours, inspect and copy any Company record at any of the Company’s offices.

Article VIII
Dissolution

Section 1.     Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of all members in the Company unless the business of the Company is continued in a manner permitted by the Act, (ii) the termination by the Member of its Membership Interests, (iii) a determination by the Member that the Company should be dissolved, or (iv) the entry of a decree of judicial dissolution pursuant to Delaware law. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 2.     Winding Up. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the next sentence. The proceeds of the liquidation of the Company shall be distributed in the following order and priority:

a)     First, to the creditors (including the Member, to the extent it is a creditor) of the Company, to the fullest extent permitted by applicable law, in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are reasonably necessary therefore); and

b)     Second, to the Member.

Article IX
Employees, Insurance, Exculpation and Indemnification.

Section 1.     Employees. The Company shall, at the Company’s cost and expense, retain all employees and agents reasonably necessary for the business and operations of the Company.

Section 2.     Insurance. The Company shall maintain, at the Company’s cost and expense, such insurance as is reasonable and customary for the activities and operations of the Company. This insurance shall be maintained throughout the term of this Agreement and so long thereafter as a claim resulting from an incident occurring during the term of this Agreement may be brought under applicable statutory limitations.

Section 3.     Exculpation. No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that such Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member or officer’s gross negligence or willful misconduct.

Section 4.     Indemnification. To the fullest extent permitted by applicable law, the Member and officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or officers, by reason of any act or omission performed or omitted by such Member or officers in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officers by this Agreement, except that such Member and officers shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Member or officers, by reason of the Member’s or officers’ gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Article IX, Section 4 shall be provided out of and to the extent of Company assets only.

Section 5.     Survival. The foregoing provisions of this Article IX shall survive any termination of this Agreement.

Article X
Membership Interests; Transferability

Section 1.     Opt-In. The Membership Interests shall be governed by Article 8 of the Delaware Uniform Commercial Code and shall be considered securities for purposes thereof.

Section 2.     Restrictions on Transfer. The Member may transfer, sell, encumber, assign or otherwise dispose of all or any portion of its Membership Interests.

Article XI
Miscellaneous Provisions

Section 1.     Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Section 2.     Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

Section 3.     Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof.

Section 4.     Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 5.     Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 6.     Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Section 7.     Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Article II, Section 4, (b) in the case of any the Member, to the Member at the address on file at the Company’s principal place of business, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice by such party.

[Signature provided on following page.]

Certified by the Member of the Company as of the date first written above:

MEMBER:

MEDICOLEGAL SERVICES, LLC

By: ExamWorks, Inc., its sole member

/s/ Clare Arguedas                                                  

Name: Clare Arguedas

Its: General Counsel, Executive Vice President and Secretary

(Signature Page to Amended and Restated Limited Liability Company Agreement of LM Exams, LLC)

EX-4.1

Exhibit 4.1

EXAMWORKS GROUP, INC.,

THE GUARANTORS PARTIES HERETO,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of [ ], 2015

PROVIDING FOR ISSUANCE OF DEBT SECURITIES

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312 (a)	2.05
(b)	11.03
(c)	11.03
313 (a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 11.02
(d)	7.06
314 (a)	11.02; 11.04
(b)	N.A.
(c)(1)	11.04
(c)(2)	11.04
(c)(3)	N.A.
(d)	N.A.
(e)	11.05
(f)	N.A.
315 (a)	7.01; 7.02
(b)	7.05; 11.02
(c)	7.01
(d)	7.01
(e)	6.11
316 (a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317 (a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318  (a)	11.01
(b)	N.A.
(c)	11.01

N.A. means not applicable.
* This Cross Reference Table is not part of this Indenture.

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TABLE OF CONTENTS

Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	9
Section 1.03	Incorporation by Reference of Trust Indenture Act	9
Section 1.04	Rules of Construction	10
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating	10
Section 2.02	Execution and Authentication	13
Section 2.03	Registrar and Paying Agent	14
Section 2.04	Paying Agent to Hold Money in Trust	14
Section 2.05	Holder Lists	15
Section 2.06	Transfer and Exchange	15
Section 2.07	Replacement Notes	27
Section 2.08	Outstanding Notes	27
Section 2.09	Treasury Notes	28
Section 2.10	Temporary Notes	28
Section 2.11	Cancellation	28
Section 2.12	Defaulted Interest	28
Section 2.13	CUSIP Numbers	29
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01	Redemption and Prepayment	29

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ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes	29
Section 4.02	Maintenance of Office or Agency	30
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	30
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	31
Section 6.02	Acceleration	33
Section 6.03	Other Remedies	33
Section 6.04	Waiver of Existing Defaults	34
Section 6.05	Control by Majority	34
Section 6.06	Limitation on Suits	34
Section 6.07	Rights of Holders of Notes to Receive Payment	35
Section 6.08	Collection Suit by Trustee	35
Section 6.09	Trustee May File Proofs of Claim	35
Section 6.10	Priorities	35
Section 6.11	Undertaking for Costs	36
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	36
Section 7.02	Rights of Trustee	38
Section 7.03	Individual Rights of Trustee	39
Section 7.04	Trustee’s Disclaimer	40
Section 7.05	Notice of Defaults	40
Section 7.06	Reports by Trustee to Holders	40
Section 7.07	Compensation and Indemnity	40
Section 7.08	Replacement of the Trustee	41
Section 7.09	Successor Trustee by Merger, etc	42

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Section 7.10	Eligibility; Disqualification	43
Section 7.11	Preferential Collection of Claims Against the Company	43
Section 7.12	Trustee’s Application for Instruction from the Issuer	43
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	43
Section 8.02	Legal Defeasance and Discharge	43
Section 8.03	Covenant Defeasance.	44
Section 8.04	Conditions to Legal or Covenant Defeasance	45
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	46
Section 8.06	Repayment to Company	46
Section 8.07	Reinstatement	47
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	47
Section 9.02	With Consent of Holders of Notes	48
Section 9.03	Compliance with Trust Indenture Act	50
Section 9.04	Revocation and Effect of Consents	50
Section 9.05	Notation on or Exchange of Notes	50
Section 9.06	Trustee to Sign Amendments, etc	50
ARTICLE 10
GUARANTEE
Section 10.01	Guarantee	51
Section 10.02	Limitation on Liability	53
Section 10.03	Successors and Assigns	54
Section 10.04	No Waiver	54
Section 10.05	Modification	54
Section 10.06	Execution of Supplemental Indenture for Future Guarantors	54
Section 10.07	Non-Impairment	54

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ARTICLE 11
MISCELLANEOUS
Section 11.01	Trust Indenture Act Controls	55
Section 11.02	Notices	55
Section 11.03	Communication by Holders with Other Holders	57
Section 11.04	Certificate and Opinion as to Conditions Precedent	57
Section 11.05	Statements Required in Certificate or Opinion	57
Section 11.06	Rules by Trustee and Agents	58
Section 11.07	No Personal Liability of Directors, Officers, Employees, Members and Stockholders	58
Section 11.08	Governing Law	58
Section 11.09	No Adverse Interpretation of Other Agreements	58
Section 11.10	Successors	58
Section 11.11	Severability	58
Section 11.12	Counterpart Originals	59
Section 11.13	Table of Contents, Headings, etc	59
Section 11.14	Waiver of Jury Trial	59
Section 11.15	Force Majeure	59
Section 11.16	USA Patriot Act	59
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge of Indenture	60
Section 12.02	Application of Trust Money	61

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INDENTURE dated as of [             ], 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”).

W I T N E S S E T H :

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Notes”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01              Definitions.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling, “controlled by” and “under common control with” shall have correlative meanings.

“Agent” means any Registrar or Paying Agent.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law of any jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorized committee of such body.

“Business Day” means any day other than a Legal Holiday.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the Obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such Obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Clearstream” means Clearstream Banking, société anonyme (formerly Cedelbank).

“Commission” or “SEC” means the Securities and Exchange Commission.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.02 or such other address as to which the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided, that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the securities of any series, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear system.

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction. Fair Market Value (other than of any asset with a public trading market) in excess of $10.0 million shall be determined by the Board of Directors of the Issuer acting reasonably and in good faith and shall be evidenced by a board resolution delivered to the Trustee. Fair Market Value (other than of any asset with a public trading market) in excess of $40.0 million shall be determined by an Independent Financial Advisor, which determination shall be evidenced by an opinion addressed to the Board of Directors of the Issuer and delivered to the Trustee.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(f)(ii) which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” or “guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“Guarantor” means any Subsidiary that executes a supplemental indenture and provides a Subsidiary Guarantee in accordance with the terms of any supplemental indenture.

“Hedging Obligations” of any Person means the obligations of such Person under swap, cap, collar, forward purchase, option or similar agreements or arrangements dealing with interest rates, currency exchange rates, commodities or commodity prices, either generally or under specific contingencies.

“Holder” means any registered holder, from time to time, of the Notes.

“Indebtedness” of any Person at any date means, without duplication:

(1)           all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

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(2)           all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)           all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions;

(4)           all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery or title thereto;

(5)           the maximum fixed redemption or repurchase price of all Disqualified Equity Interests (as such term is defined in a supplemental indenture entered into in connection with this Indenture) of such Person;

(6)           all Capitalized Lease Obligations of such Person; 

(7)           all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(8)           all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis;

(9)         to the extent not otherwise included in this definition, Hedging Obligations of such Person; and

(10)         all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture.

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Notwithstanding the foregoing, Indebtedness shall not include a government grant and any guaranty of the Issuer or a Restricted Subsidiary required by such grant which obligates the Issuer or a Restricted Subsidiary to repay such grant at the discretion of such government or upon the failure of the conditions of such grant specified therein to be fulfilled, but which is forgiven solely by reason of the passage of time or the fulfillment of such grant conditions (other than repayments); provided that if the conditions for forgiveness of such government grant lapse for whatever reason and the Issuer or a Restricted Subsidiary becomes obligated to repay such grant, the grant shall be deemed Indebtedness which is incurred 30 days after the time such obligation to repay is triggered.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is not also a QIB.

“Issue Date” with respect to any series of Notes means the date that Notes of any such series are first issued under this Indenture and any supplemental indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note” or “Notes” has the meaning assigned to it in the preamble.

“Note Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Notes by any Person in accordance with the provisions of this Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

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“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the chief financial officer or the treasurer of the Company that meets the requirements of Section 11.05.

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 11.05. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i)(a) to be placed on Notes issued under this Indenture where appropriate.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Register” means a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Notes and of transfers and exchanges of such Notes which the Company shall cause to be kept at the appropriate office of the Registrar in accordance with Section 2.03.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Legend deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any Notes initially sold in reliance on Rule 903 of Regulation S.

“Regulation S Legend” means the legend set forth in Section 2.06(f)(iii) which is required to be placed on all Regulation S Global Notes issued under this Indenture.

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“Regulation S-X” means Regulation S-X promulgated by the Commission.

“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) who customarily performs functions similar to those performed by the Persons who at the time shall be such officer and with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any Notes initially sold in reliance on Rule 144A.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“Security” or “Securities” means one or more of the Notes duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means (a) with respect to any Person, any Restricted Subsidiary of such Person which would be considered a “Significant Subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and (b) in addition, with respect to the Company, Capital Corp.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness, or, if none, the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

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“Subsidiary” means, with respect to any Person:

(1)     any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2)     any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Subsidiary Guarantee” means the Guarantee of the payment of any series of Notes by any Subsidiary of the Company pursuant to the terms of a supplemental indenture with respect to such Notes executed in accordance with the terms hereof.

“Tax” shall mean any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, then “TIA” means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means U.S. National Bank Association, in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Trust Officer” shall mean, when used with respect to the Trustee, any vice president, assistant vice president, any trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing any Notes that do not bear the Private Placement Legend.

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“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Issuer or through one or more Wholly-Owned Restricted Subsidiaries.

Section 1.02               Other Definitions.

Term	Defined in Section
“Authentication Order”	2.02
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Guaranteed Obligations”	10.01
“Legal Defeasance”	8.02
“Paying Agent”	2.03
“Payment Default”	6.01
“Purchase Date”	3.09
“Registrar”	2.03

Section 1.03                Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

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Section 1.04                Rules of Construction.

Unless the context otherwise requires:

(i)     a term has the meaning assigned to it;

(ii)     an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii)     “or” is not exclusive;

(iv)     words in the singular include the plural, and in the plural include the singular;

(v)     provisions apply to successive events and transactions;

(vi)     references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(vii)     references to any statute, law, rule or regulation shall be deemed to refer to the same as from time to time amended and in effect and to any successor statute, law, rule or regulation;

(viii)     references to any contract, agreement or instrument shall mean the same as amended, modified, supplemented or amended and restated from time to time, in each case, in accordance with any applicable restrictions contained in this Indenture; and

(ix)     “including” means “including, without limitation.”

ARTICLE 2

THE NOTES

Section 2.01       Form and Dating.

(a)     General. The Notes shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or this Indenture and may reference terms of the Notes. Each Note shall be dated the date of its authentication.

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be set forth in one or more indentures supplemental hereto, prior to the issuance of Notes of any series:

(a)     the title of the series (which shall distinguish the Notes of such series from the Notes of all other series;

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(b)     any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant to this Indenture);

(c)     the dates on which or periods during which the Notes of the series may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Notes of such series are or may be payable or the method by which such date or dates shall be determined or extended;

(d)     the rate or rates at which the Notes of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Notes of the same series or shall accrue and increase the aggregate principal amount outstanding of such series (including if such Securities were originally issued at a discount), the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the interest payment dates on which any such interest shall be payable, and the record dates for the determination of Holders to whom interest is payable on such interest payment dates or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;

(e)     if other than U.S. Dollars, the currency in which Notes of the series shall be denominated or in which payment of the principal of, premium, if any, or interest in the Notes of the series shall be payable and any other terms concerning such payment;

(f)     the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;

(g)     the price or prices at which, the period or periods within which or the date or dates on which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;

(h)     the obligation or right, if any, of the Company to redeem, purchase or repay Notes of the series pursuant to any sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which or the date or dates on which, and the terms and conditions upon which Notes of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(i)     if other than the principal amount thereof, the portion of the principal amount of the securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

(j)     the Guarantors, if any, of the Notes of the series, and the extent of the guarantees (including provisions relating to seniority, subordination, and the release of the Guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Securities;

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(k)     whether the Notes of the series are to be issued as original issue discount Securities and the amount of discount with which such Notes may be issued;

(l)     provisions, if any, for the defeasance of Notes of the series in whole or in part and any addition or change in the provisions related to satisfaction and discharge;

(m)     whether the Notes of the series are to be issued in whole or in part in the form of one or more Global Notes, and, in such case, the Depositary for such Global Notes, and the terms and conditions, if any, upon which interests in such Global Note or Global Notes may be exchanged in whole or in part for the individual Notes represented thereby in definitive form registered in the name or names of Persons other than such Depositary or a nominee or nominees thereof;

(n)     the date as of which any Global Notes of the series shall be dated if other than the original issuance of the first Security of the series to be issued;

(o)     the form of the Notes of the series;

(p)     whether the Notes of such series are subject to subordination and the terms of such subordination;

(q)     any restriction or condition on the transferability of the Notes such series;

(r)     any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;

(s)     any addition or change in the provisions related to supplemental indentures which applies to Notes of such series;

(t)     provisions, if any, granting special rights to Holders upon the occurrence of specified events;

(u)     any addition to or change in the Events of the Default which applies to any Notes of the series; and

(v)     any other terms of the Notes of such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01).

(b)     Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A (without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06.

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(c)     [Reserved]

(d)     Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02              Execution and Authentication.

Two Officers shall sign the Notes for each Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver Notes upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, and whether the Notes are to be issued as one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

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Section 2.03                Registrar and Paying Agent.

The Company shall maintain an office or agency, where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Trustee maintained for such purpose. The Registrar shall keep the Register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Company. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate any applicable terms of the TIA. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company shall initially appoint the Trustee to act as the Registrar and Paying Agent and to act as custodian with respect to the Global Notes.

Section 2.04                Paying Agent to Hold Money in Trust.

Principal of, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to Holders at their respective addresses set forth in the Register; provided, all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately available funds to accounts specified by the Holder prior to 10:00 a.m., New York time, on each due date of the principal and interest on any Note. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

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Section 2.05                Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, and the Company shall otherwise comply with TIA § 312(a).

Section 2.06                Transfer and Exchange.

(a)     Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if:

(i)     the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(ii)     the Company in its sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; or

(iii)     there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f).

(b)     Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Prior to the expiration of the 40-day distribution compliance period set forth in Regulation S, beneficial interests in any Regulation S Global Notes may be held only through Euroclear or Clearstream unless transferred in accordance with Section 2.06(b)(iii)(A). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)     Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

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(ii)     All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)     a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(B)     instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(C)      a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(D)     instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (A) above.

(iii)     Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

(A)     if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

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(B)     if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)     Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and:

(A)     such exchange or transfer is effected with the Company’s consent; or

(B)     such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

(1)     if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2)     if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) above.

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Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)     Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i)     Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)     if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof (provided that any such beneficial interest in Regulation S Global Note shall not be so exchangeable until after the expiration of the 40-day distribution compliance period set forth in Regulation S);

(B)     if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)     if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)     if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)     if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F)     if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)     if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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(ii)     Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)     such exchange or transfer is effected with the Company’s consent; or

(B)     such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

(1)     if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)     if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)     Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

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(d)     Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

(i)     Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)     if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)     if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)     if such Restricted Definitive Note is being transferred to a Non- U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)     if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)     if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

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(F)     if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)     if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note or, in the case of clause (C) above, the Regulation S Global Note.

(ii)     Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)     such exchange or transfer is effected with the Company’s consent; or

(B)     such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

(1)     if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2)     if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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(iii)     Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)     Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)     Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)     if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)     if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)     if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(ii)     Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)     such exchange or transfer is effected with the Company’s consent; or

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(B)     such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

(1)     if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)     if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)     Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)     Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)     Private Placement Legend.

(A)     Except as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (II) TO THE COMPANY, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.

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(B)     Notwithstanding the foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)     Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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(iii)     Regulation S Legend. Each Regulation S Global Note should bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

(g)     Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(h)     General Provisions Relating to Transfers and Exchanges.

(i)     To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.

(ii)     No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10 and 9.05).

(iii)     The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)     All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)     The Company shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi)     Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vii)     The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

(viii)     All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(ix)     Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities law.

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(x)     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(xi)     Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(xii)     Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.

Section 2.07                Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional legally binding obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08                Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

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If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09                Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by an Issuer, or by any Person directly or indirectly controlled by or under direct or indirect common control with an Issuer or, if the TIA is applicable to this Indenture, to the extent required by the TIA, any person controlling an Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.

Section 2.10               Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11                Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Company may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12                Defaulted Interest.

If the Company default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, which interest on defaulted interest shall accrue until the defaulted interest is deemed paid hereunder, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail (or otherwise deliver in accordance with applicable Depositary procedures) to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

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Section 2.13                CUSIP Numbers.

The Company in issuing the Notes may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the "CUSIP" numbers of any Notes.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01                Redemption and Prepayment

The redemption and prepayment terms with respect to any series of Notes will be set forth in one or more supplemental indentures governing such series of Notes. The Trustee shall have no duty to calculate or verify the calculation of any applicable premium payable with respect to the Notes.

ARTICLE 4

COVENANTS

Section 4.01                Payment of Notes.

The Company shall pay or cause to be paid the principal, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1.00% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

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Section 4.02                Maintenance of Office or Agency.

The Issuer shall maintain an office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The corporate trust office of the Trustee, which initially shall be located at U.S. Bank National Association, Corporate Trust Services, EP-MN-WSC3, 60 Livingston Avenue, St. Paul, MN 55107-1419, Attention: Raymond S. Haverstock, shall be such office or agency of the Issuer, unless the Issuer shall designate and maintain some other office or agency for one or more of such purposes.  The Issuer shall give prompt written notice to the Trustee of any change in the location of any such office or agency.  If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation.  The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

ARTICLE 5

SUCCESSORS

Section 5.01                Merger, Consolidation or Sale of All or Substantially All Assets.

(a)           The Issuer shall not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:

(1)           either:

(A) the Issuer shall be the surviving or continuing Person; or

(B) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Notes and this Indenture;

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(2)           immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing; and

(3)           immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Issuer or the Successor, as the case may be, either (a) could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception (as such term is defined in a supplemental indenture) or (b) would have a Consolidated Interest Coverage Ratio (as such term is defined in a supplemental indenture) equal to or greater than the Issuer’s Consolidated Interest Coverage Ratio (as such term is defined in a supplemental indenture) immediately prior to such transaction.

For purposes of this covenant, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Notwithstanding the preceding clauses (2) and (3) (which do not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, and (b) the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01                Events of Default.

Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term “Event of Default” as used in this Indenture with respect to Notes of any series shall mean one of the following described events unless it is either inapplicable to a particular series or it is specifically deleted or modified in a supplemental indenture:

(1)     default for 30 consecutive days in the payment when due of interest on the Notes of such series;

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(2)     default in payment when due of the principal of or premium, if any, on the Notes of such series;

(3)     failure by the Company or any of its Restricted Subsidiaries for 60 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% of the aggregate principal amount of the Notes of such series outstanding to comply with any of their other covenants or agreements in this Indenture;

(4)     default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists or is created after the Issue Date, if that default:

(a)     is caused by a failure to pay at final stated maturity the principal amount on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”),

(b)     results in the acceleration of such Indebtedness prior to its express maturity, or

(c)     results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and

and, in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $30.0 million or more;

(5)     one or more judgments or orders that exceed $30.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuer or any Restricted Subsidiary and such judgment or judgments have not been satisfied, discharged, bonded (by providing insurance, letters of credit or other financial assurance), stayed or stayed pending appeal, annulled or rescinded within 60 days of being entered;

(6)     the Company or any of its Significant Subsidiaries pursuant to or within the meaning of Bankruptcy Law:

(a)     commences a voluntary case,

(b)     consents to the entry of an order for relief against it in an involuntary case,

(c)     consents to the appointment of a custodian of it or for all or substantially all of its property, or

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(d)     makes a general assignment for the benefit of its creditors; or

(7)     a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)     is for relief against the Company or any of its Significant Subsidiaries in an involuntary case;

(b)     appoints a custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company or any of its Significant Subsidiaries; or

(c)     orders the liquidation of the Company or any of its Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02                Acceleration.

In the case of an Event of Default arising from clause (6) or (7) of Section 6.01 with respect to the Company, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes of any series occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes of any series by notice to the Company and the Trustee may declare the Notes of such series to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes of any series then outstanding by written notice to the Trustee may on behalf of all of the Holders of such series rescind an acceleration and its consequences with respect to such series of Notes if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except non-payment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03                Other Remedies.

If an Event of Default with respect to any series of Notes occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on such Notes or to enforce the performance of any provision of such Notes including those under this Indenture as it related to such series of Notes.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

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Section 6.04                Waiver of Existing Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes of any series by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes of such series (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05                Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, in each case with respect to such series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may take any other action which it deems proper that is not inconsistent with any such directive.

Section 6.06                Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)     the Holder gives to the Trustee written notice of a continuing Event of Default with respect to the series of Notes held by such Holder;

(b)     the Holders of at least 25% in principal amount of the then outstanding Notes of such series make a written request to the Trustee to pursue the remedy;

(c)     such Holder or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)     the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)     during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes of such series do not give the Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

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Section 6.07                Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on any Note, on or after the respective due dates expressed in such Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08                Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing with respect to any series of Notes, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

Section 6.09                 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

Section 6.10                Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

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Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11                Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes of such series.

ARTICLE 7

TRUSTEE

Section 7.01                Duties of Trustee.

(1)     If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee  shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, or the Guarantees at the request or direction of any of the Holders unless such Holders have offered the Trustee indemnity or security against any loss, liability or expense reasonably satisfactory to the Trustee.

(2)     Except during the continuance of an Event of Default with respect to any series of Notes:

(a)     the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(b)     in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture, the Notes, or the Guarantees, as applicable.  However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture, the Notes, or the Guarantees, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

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(3)     The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(a)     this paragraph (3) does not limit the effect of paragraph (2) of this Section 7.01;

(b)     the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(c)     the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and

(d)     No provision of this Indenture, the Notes, or the Guarantees shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(4)     Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (1), (2), and (3) of this Section 7.01.

(5)     No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability, claim, damage or expense.

(6)     The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(7)     The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or documents.

(8)     Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by one Officer of the Issuer.

(9)     Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and to the provisions of the TIA.

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Section 7.02                Rights of Trustee.

(1)     The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.  The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer.

(2)     Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate or Opinion of Counsel.

(3)     The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder.

(4)     In the absence of willful misconduct or negligence, the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, conferred upon it by this Indenture.

(5)     The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, or the Guarantees shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes, or the Guarantees in good faith and in accordance with the advice or opinion of such counsel.

(6)     The Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 11.02, and such notice references the Notes and this Indenture.

(7)     The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(8)     The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Notes, or the Guarantees at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

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(9)     The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of the Trustee.

(10)     Whenever in the administration of this Indenture, the Notes, or the Guarantees, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on its part, rely upon an Officers’ Certificate.

(11)     The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Issuer and the Restricted Subsidiaries, personally or by agent or attorney.

(12)     The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(13)     The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the Notes.

(14)     In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.

(15)     The Trustee will have no duty to monitor, inquire as to or ascertain compliance with covenants of the Issuer made in this Indenture or any supplemental indenture hereto other than the covenant set forth in Section 4.01.

Section 7.03                 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.  In addition, the Trustee shall be permitted to engage in transactions with the Issuer; provided, however, that if the Trustee acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign.

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Section 7.04                Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Guarantees, or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Issuer pursuant to the terms of this Indenture and shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

Section 7.05                Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof or has received written notice from the Issuer of any Holder, the Trustee shall deliver to each Holder, with a copy to the Issuer at the address set forth in the Notes Register notice of the Default or Event of Default within 90 days thereof. Except in the case of a Default or Event of Default in payment of principal of, premium (if any), interest or Additional Interest (if any) on any Note (including payments pursuant to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.

Section 7.06                Reports by Trustee to Holders.

Within 60 days after each June 15 beginning June 15, 2012, the Trustee shall deliver to each Holder a brief report dated as of such June 15 that complies with TIA § 313(a) if and to the extent required thereby.  The Trustee also shall comply with TIA § 313(b) and TIA § 313(c).

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed.  The Issuer agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof and the Trustee shall comply with TIA § 313(d).

Section 7.07                Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes, or the Guarantees as the Issuer and the Trustee shall from time to time agree in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and giving of notices to Holders.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the respective agents, counsel, accountants and experts of the Trustee.  The Issuer shall indemnify the Trustee against any and all loss, liability, damages, claims or expense (including reasonable attorneys’ fees and expenses) incurred by it without willful misconduct, negligence or bad faith on its part in connection with the administration of this trust and the performance of its duties hereunder and under the Notes, or the Guarantees  , including the costs and expenses of enforcing this Indenture (including this Section 7.07), the Notes, or the Guarantees   and of defending itself against any claims (whether asserted by any Holder, the Issuer or otherwise).  The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity of which it has received written notice.  Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense.  The Trustee may each have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuer and the Trustee in connection with such defense.

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To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.  Such lien shall survive the satisfaction and discharge of this Indenture, or the earlier appointment of a successor to or resignation or removal of the Trustee.  The Trustee’s respective right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or Indebtedness of the Issuer.

The Issuer’s payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture.  Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in clause (5) or clause (6) of Section 6.01, the expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08                Replacement of the Trustee.

The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation.  The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent shall not be unreasonably withheld.  The Issuer shall remove the Trustee if:

(a)     the Trustee fails to comply with Section 7.10;

(b)     the Trustee is adjudged as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)     a custodian or public officer takes charge of the Trustee or its property; or

(d)     the Trustee becomes incapable of acting.

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If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail (or otherwise deliver in accordance with applicable Depositary procedures) a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.09                Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.

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Section 7.10                Eligibility; Disqualification.

This Indenture shall always have a Trustee that satisfies the requirements of TIA § 310(a)(1), (2) and (5) in every respect.  The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 7.11                Preferential Collection of Claims Against the Company.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

Section 7.12                Trustee’s Application for Instruction from the Issuer.

Any application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer of the Issuer actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01                Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of the Board of Directors evidenced by a resolution set forth in an Officers’ Certificate of each of the Company, at any time, elect to have either Section 8.02 or 8.03 applied to all outstanding Notes of any series upon compliance with the conditions set forth below in this Article 8.

Section 8.02                Legal Defeasance and Discharge.

Upon the Company’ exercise under Section 8.01 of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a)     the rights of Holders of outstanding Notes of such series to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below;

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(b)     the Company’ obligations with respect to the Notes of such series concerning issuing temporary Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c)     the rights, powers, trusts, duties and immunities of the Trustee and the Company’ obligations in connection therewith; and

(d)     the Legal Defeasance provisions of this Indenture;

Subject to compliance with this Article 8, the Company may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03.

Section 8.03                Covenant Defeasance.

Upon the Company’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Article 5 with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(3) through 6.01(5) shall not constitute Events of Default.

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Section 8.04                Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance pursuant to Section 8.02 or Covenant Defeasance pursuant to Section 8.03, the following conditions must be met:

(1)     the Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as are expected to be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)     in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that

(a)     the Company have received from, or there has been published by, the Internal Revenue Service a ruling or

(b)     since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)     in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)     no Default or Event of Default shall have occurred and be continuing (on the date of such deposit (other than resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing)):

(5)     such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6)     the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

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(7)     the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation,

(a)     have become due and payable or

(b)     will become due and payable on the maturity date within one year, by their terms or under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Section 8.05                Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06                Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on their request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

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Section 8.07                Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’ obligations under this Indenture and the Notes, shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Company make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of their obligations, the Company shall be subrogated to the rights of Holders to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01                Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes of any series without the consent of any Holder of a Note of such series to:

(1)      cure any ambiguity, mistake, defect or inconsistency;

(2)      provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)     provide for or confirm the issuance of additional Notes;

(4)     provide for the assumption of the Company’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the assets of the Company pursuant to Article 5;

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(5)     make any change that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6)     comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA or otherwise as necessary to comply with applicable law;

(7)     make any change for the issuance of any series of Notes including with respect to the terms thereof that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal rights under this Indenture of any such Holder;

(8)     conform this Indenture, as amended and supplemented, or the Notes, as amended or supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering document applicable to such Notes at the time of the initial sale thereof;

(9)      change, supplement or eliminate any of the provisions of this Indenture; provided that any such change, supplement or elimination with respect to any series of Notes shall become effective with respect to such series of Notes only when there is no outstanding Notes of such series effected that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or

(10)     evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Notes and to add to or change any of the provisions of this Indenture as shall be necessary for or to facilitate the administration of the trusts hereunder by more than one Trustee.

Upon the request of the Company accompanied by a resolution of its boards of directors or the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02                With Consent of Holders of Notes.

Except as provided below in this Section 9.02, this Indenture or the Notes of any series may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes) and, subject to Sections 6.04 and 6.07, any existing Default or compliance with any provision of this Indenture or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

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Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail (or otherwise deliver in accordance with applicable Depositary procedures) to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1)     reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)     reduce the principal of or change the fixed maturity of any Note or alter the payment provisions with respect to the redemption of the Notes;

(3)     reduce the rate of or extend the time for payment of interest on any Note;

(4)     waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5)     make any Note payable in money other than that stated in the Notes;

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(6)     make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or premium, if any, or interest on the Notes;

(7)     waive a redemption payment with respect to any Note; or

(8)     make any change in this Section 9.02.

Section 9.03                Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04                Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent thereto by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05                Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06                Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until their respective boards of directors approve it. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 11.04, an Officers’ Certificate and an Opinion of Counsel, in each case from each of the Company, stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

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ARTICLE 10

GUARANTEE

Section 10.01              Guarantee.

(a)     To the extent applicable, each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

(b)     To the extent applicable, each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (v) any change in the ownership of each Guarantor, except as provided in Section 10.02(b) or Section 10.02(c). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed.

(c)     Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor.

(d)     Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations.

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(e)     The Note Guarantee of each Guarantor is, to the extent and in the manner set forth in Article 10, equal in right of payment to all existing and future pari passu Indebtedness, senior in right of payment to all existing and future subordinated Indebtedness of the Company and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all secured Indebtedness of the relevant Guarantor and is made subject to such provisions of this Indenture.

(f)     Except as expressly set forth in Sections 8.02, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(g)     Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

(h)     In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to Holders and the Trustee.

(i)     Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purposes of this Section 10.01.

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(j)     Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any holder in enforcing any rights under this Section 10.01.

(k)     Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 10.02              Limitation on Liability.

(a)     Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b)     A Subsidiary Guarantee by any Subsidiary that executes a supplemental indenture in accordance with Section 10.16 and provides a guarantee shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article 10 upon:

(i)     the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Wholly Owned Restricted Subsidiary), of the applicable Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;

(ii)     [Reserved];

(iii)     the release or discharge of the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Notes; and

(iv)     the Company’ exercise of their legal defeasance option or covenant defeasance option under Article 8 or if the Company’ obligations under this Indenture are discharged in accordance with the terms of this Indenture.

A Subsidiary Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing any Credit Facility or other exercise of remedies in respect thereof.

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Section 10.03              Successors and Assigns.

This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 10.04              No Waiver.

Neither a failure nor a delay on the part of either the Trustee or Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

Section 10.05              Modification.

No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances.

Section 10.06              Execution of Supplemental Indenture for Future Guarantors.

Each Subsidiary and other Person which is required to become a Guarantor of any series of Notes pursuant to the terms of this Indenture (as supplemented by the supplemental indenture with respect to such Notes) shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 and shall guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Section 10.07              Non-Impairment.

The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.

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ARTICLE 11

MISCELLANEOUS

Section 11.01             Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

Section 11.02              Notices.

Any notices or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if made by hand delivery, first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, and addressed as follows:

If to the Company:

ExamWorks Group, Inc.

3280 Peachtree Road, N.E.

Suite 2625

Atlanta, GA 30305

Attention: J. Miguel Fernandez De Castro

Telecopy: (404) 952-2400

With a copy to:

Paul Hastings LLP

1170 Peachtree Street, NE

Atlanta, GA 30309

Attention: Reinaldo Pascual

Telecopy:  (404) 815-2227

If to the Trustee:

U.S. Bank National Association,

Corporate Trust Services

EP-MN-WSC3

60 Livingston Avenue

St. Paul, MN 55107-1419

Attention: Raymond S. Haverstock

Telecopy: (651) 495-3909

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The Company or the Trustee, by notice to each other Person may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to give a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or repurchase) to a Holder (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depositary.

If a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company gives a notice or communication to Holders, it shall deliver a copy to the Trustee and each Agent at the same time.

The Trustee agrees to accept and act upon instructions or directions from the Issuer pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing; and further provided that such instructions or directions shall not be deemed delivered to the Trustee unless and until the Trustee acknowledges receipt in writing, which acknowledgement may be sent by a similar unsecured electronic transmission. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from its failure to act upon any instructions or directions that are not deemed delivered hereunder. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

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Section 11.03              Communication by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 11.04              Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(i)     an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(ii)     an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 11.05              Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(i)     a statement that the Person making such certificate or opinion has read such covenant or condition;

(ii)     a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)     a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(iv)     a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

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Section 11.06              Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 11.07              No Personal Liability of Directors, Officers, Employees, Members and Stockholders.

No director, officer, employee, incorporator, member or stockholder of the Company or any of its Subsidiaries, as such, shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 11.08              Governing Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES AND ANY GUARANTEE WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR ANY GUARANTEE.

Section 11.09              No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or their Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.10              Successors.

All agreements of the Company in this Indenture and the Notes, as the case may be, shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 11.11              Severability.

In case any provision in this Indenture or the Notes, as the case may be, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 11.12              Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 11.13             Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions.

Section 11.14              Waiver of Jury Trial.

EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 11.15              Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 11.16              USA Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “Patriot Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they shall provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the Patriot Act.

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ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01              Satisfaction and Discharge of Indenture.

This Indenture, with respect to any series of Notes (if all series of Notes issued under this Indenture are not to be affected), shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1)     either

(a)     all Notes of such series theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b)     all Notes of such series not theretofore delivered to the Trustee for cancellation

(i)     have become due and payable, or

(ii)     will become due and payable at their Stated Maturity within one year, or

(iii)     are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the maturity or redemption thereof, as the case may be;

(2)     the Company have paid or caused to be paid all other sums payable hereunder by the Company; and

(3)     each of the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

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Notwithstanding the satisfaction and discharge of this Indenture with respect to any such series of Notes pursuant to this Article 12, the obligations of the Company to the Trustee under Section 7.07, and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the obligations of the Trustee under Section 12.02 shall survive such satisfaction and discharge.

Section 12.02              Application of Trust Money.

All money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

[Signatures on following page]

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Dated as of [                  ]

[                                   ]

By:                                                                                        

           Name: 

           Title:

[                                   ], as Trustee

By:                                                                                        
Name:
Title:

EXHIBIT A

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ¹

¹ Include Global Note Legend, if applicable.

A-1-1

[THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUEST), (II) TO THE COMPANY, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.] ²

² Include Private Placement Legend, if applicable.

A-1-2

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.] ³

 ³  Include Regulation S Legend, if applicable.      

A-1-3

[Face of Note]

CUSIP NO. [_________]

[●]% Notes due [●]

No [   ].

$[          ]

[            ]

promise to pay to CEDE & CO. or to registered assigns the principal amount of $[          ] Dollars on [                            ].

Interest Payment Dates: [                          ] and [                          ]

Record Dates: [                         ] and [                            ]

Subject to Restrictions set forth in this Note.

A-1-1

IN WITNESS WHEREOF, [            ] has caused this instrument to be duly executed.

Dated: [                ]  

EXAMWORKS GROUP, INC.

By:                                                                          
        Name:
        Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: __________________________________

Authorized Signatory

A-1-2

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

[                         ]

[                         ]

Attention: Corporate Trust Administration

Re: ExamWorks Group, Inc.

☐    [          ]% Notes due [          ] (CUSIP [              ]) (the “Notes”)

Reference is hereby made to the Indenture, dated as of [ ], 2013 (as amended, supplemented or otherwise modified, the “Indenture”), between ExamWorks Group, Inc. (the “Company”) and [ ], as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

☐     1.     Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

B-1

☐     2.     Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. If the Transfer of the beneficial interest occurs prior to the expiration of the 40-day distribution compliance period set forth in Regulation S, the transferred beneficial interest will be held immediately thereafter through Euroclear or Clearstream.

☐     3.     Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

☐     (i)     such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

☐     (ii)     such Transfer is being effected to the Company or a subsidiary thereof; or

☐     (iii)     such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or

☐     (iv)     such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.

B-2

☐     4.     Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

☐     (i)     Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

☐     (ii)     Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

☐     (iii)     Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

____________________________________________
[Insert Name of Transferor]

By__________________________________________

Name:

Title:

Dated: ______________________________________

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1.     The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

☐     (a)     a beneficial interest in the:

☐     (i)     Rule 144A Global Note (CUSIP __________), or

☐     (ii)     Regulation S Global Note (CUSIP _________), or

☐     (b)     a Restricted Definitive Note.

2.     After the Transfer the Transferee will hold:

[CHECK ONE]

☐     (a)     a beneficial interest in the:

☐     (i)     Rule 144A Global Note (CUSIP __________), or

☐     (ii)     Regulation S Global Note (CUSIP _________), or

☐     (iii)     Unrestricted Global Note (CUSIP _________); or

☐     (b)     a Restricted Definitive Note; or

☐     (c)     an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

[                         ]

[                         ]

Re: ExamWorks Group, Inc.

☐    [      ]% Notes due [          ] (CUSIP [           ]) (the “Notes”)

Reference is hereby made to the Indenture, dated as of [ ] (as amended, supplemented or otherwise modified, the “Indenture”), between ExamWorks Group, Inc. and [ ], as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________________________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.     Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

☐     (i)     Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to beneficial interest in an Unrestricted Global Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes would be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities Act.

☐     (ii)     Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

☐     (iii)     Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities Act.

☐     (iv)     Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.     Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

☐     (i)     Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. If the Exchange is from beneficial interest in a Regulation S Global Note to a Restricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities Act. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

C-2

☐     (ii)     Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐Rule 144A Global Note or ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

C-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

____________________________________________
[Insert Name of Transferor]

By__________________________________________

Name:

Title:

Dated: ______________________________________

C-4

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[                            ]

[                            ]

Re: ExamWorks Group, Inc.

☐    [          ]% Notes due [          ] (CUSIP [            ]) (the “Notes”)

Reference is hereby made to the Indenture, dated as of [ ] (as amended, supplemented or otherwise modified, the “Indenture”), between ExamWorks Group, Inc. (the “Company”) and [ ], as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $____________ aggregate principal amount of:

(i)     ☐     a beneficial interest in a Global Note, or

(ii)     ☐     a Definitive Note,

we confirm that:

1.     We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

2.     We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (a) to the Company or any subsidiary thereof, (b) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (c) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (d) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (e) pursuant to the provisions of Rule 144(d) under the Securities Act or (f) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (a) through (e) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

D-1

3.     We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.     We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.     We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

____________________________________________
[Insert Name of Transferor]

By__________________________________________

Name:

Title:

Dated: ______________________________________

D-2

E-1

EX-5.1

Exhibit 5.1

April 7, 2015

ExamWorks Group, Inc.

3280 Peachtree Rd. NE

Suite 2625

Atlanta, Georgia 30305

Re:     ExamWorks Group, Inc. – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to ExamWorks Group, Inc., a Delaware corporation (the “Company”) and the guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”), in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) by the Company on the date hereof under the Securities Act of 1933, as amended (the “Act”), including the prospectus included therein (the “Prospectus”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Act, of an unspecified amount of securities of the Company, consisting of (i) senior debt securities or subordinated debt securities (the “Debt Securities”) to be issued in one or more series under an indenture (the “Indenture”) proposed to be entered into among the Company, the guarantors listed therein and trustees to be named (each, a “Trustee”); and (ii) guarantees of the Debt Securities (the “Subsidiary Guarantees”) by one or more subsidiaries of the Company, including one or more of the Subsidiary Guarantors, for the benefit of Debt Securities. The Debt Securities and Subsidiary Guarantees are collectively referred to herein as the “Offered Securities.” The Registration Statement provides that the Offered Securities may be offered from time to time in amounts, at prices and on terms to be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”). This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

(i) the Registration Statement;

(ii) the resolutions adopted by the Company's board of directors (the “Board of Directors”), dated April 2, 2015, relating to the registration of the Offered Securities and related matters; and

(iii) the unanimous written consents adopted by the boards of directors or members, as applicable, of the Delaware Guarantors, the Illinois Guarantors, the Texas Guarantors, and the New York Guarantors (set forth on Schedule I hereto), dated April 2, 2015.

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions and views set forth herein.

In such examination and in rendering the opinions expressed below, we have assumed: (i) that each of the Florida Guarantors and the Michigan Guarantors (each as set forth on Schedule I hereto) is a corporation or limited liability company duly formed and existing under and by virtue of the laws of the State of Florida or Michigan, as applicable, and is in good standing with the Secretary of State of the State of Florida or Michigan, as applicable; (ii) the due authorization, execution and delivery of all documents by all the parties thereto; (iii) the genuineness of all signatures on all documents submitted to us; (iv) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (v) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents, corporate records, certificates and other instruments were authentic and complete; (vi) the legal capacity and competency of all individuals executing documents; (vii) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us; (viii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company, the Subsidiary Guarantors and other persons on which we have relied for the purposes of this opinion letter are true and correct; (ix) that each of the officers and members of the Board of Directors of the Company and the boards of directors or members, as applicable, of each of the Subsidiary Guarantors, including the boards of directors or members, as applicable, of the Delaware Guarantors, the Illinois Guarantors, the Texas Guarantors, and the New York Guarantors, has properly exercised his or her fiduciary duties; (x) that New York law will be chosen to govern the Debt Securities, the Subsidiary Guarantees and the Indenture and that such choice is legally enforceable, and that the Debt Securities, the Subsidiary Guarantees and the Indenture will contain all provisions required under the laws of the State of Delaware, Texas, New York and Illinois in respect of contracts for the sale of securities issued by a Delaware, Texas, New York, or Illinois corporation or limited liability company, as applicable; (xi) that there are no agreements or understandings between or among the parties to the Debt Securities, the Subsidiary Guarantees or the Indenture that would expand, modify or otherwise affect the terms of such agreements or instruments or the respective rights or obligations of the parties thereunder; and (xii) that the Debt Securities, the Subsidiary Guarantees and the Indenture will conform to the descriptions thereof set forth in the Prospectus. As to all questions of fact material to this opinion letter, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company and the Subsidiary Guarantors. Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinion:

1.    With respect to any series of Debt Securities to be offered by the Company pursuant to the Registration Statement (the “Offered Debt Securities”), when (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), has become effective under the Act and the Indenture and any supplemental indentures have been qualified under the Trust Indenture Act; (ii) a Prospectus Supplement or term sheet with respect to the Offered Debt Securities has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee thereof appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Debt Securities and related matters; (v) the Indenture and any supplemental indentures to be entered into in connection with the issuance of the Offered Debt Securities have been duly authorized, executed and delivered by each party thereto; (vi) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and any applicable supplemental indentures so as not to violate any applicable law, the certificate of incorporation of the Company as then in effect or the by-laws, as amended prior to the date hereof, of the Company as then in effect, or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vii) the Offered Debt Securities have been issued in a form that complies with the Indenture and have been duly executed and authenticated in accordance with the provisions of the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Offered Debt Securities and duly delivered to the purchasers thereof upon payment of the agreed-upon payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any Prospectus Supplement or term sheet relating thereto, the Offered Debt Securities, when issued and sold in accordance with the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Debt Securities and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

2. With respect to any series of Subsidiary Guarantees to be offered by one or more Subsidiary Guarantors pursuant to the Registration Statement (the “Offered Subsidiary Guarantees”), when (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), has become effective under the Act and the Indenture and any supplemental indentures have been qualified under the Trust Indenture Act; (ii) a Prospectus Supplement or term sheet with respect to the Offered Subsidiary Guarantees has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Subsidiary Guarantees are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Subsidiary Guarantees has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the boards of directors (including any appropriate committees thereof appointed thereby) members, managers or partners of the Subsidiary Guarantors, as the case may be, and appropriate officers of the Subsidiary Guarantors have taken all necessary corporate action to approve the issuance and terms of the Offered Subsidiary Guarantees and related matters; (v) the Indenture and any supplemental indentures to be entered into in connection with the issuance of the Offered Subsidiary Guarantees have been duly authorized, executed and delivered by each party thereto; (vi) the terms of the Offered Subsidiary Guarantees and of their issuance and sale have been duly established in conformity with the Indenture and any applicable supplemental indentures so as not to violate any applicable law, the organizational documents of any Subsidiary Guarantor, including any charter, bylaw, operating agreement or partnership agreement, as then in effect, or result in a default under or breach of any agreement or instrument binding upon any Subsidiary Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over any such Subsidiary Guarantor; and (vii) the Offered Subsidiary Guarantees have been issued in a form that complies with the Indenture and have been duly executed and authenticated in accordance with the provisions of the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Offered Subsidiary Guarantees and duly delivered to the purchasers thereof upon payment of the agreed-upon payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any Prospectus Supplement or term sheet relating thereto, the Offered Subsidiary Guarantees, when issued and sold in accordance with the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Subsidiary Guarantees and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be duly authorized for issuance and constitute the valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their respective terms.

The opinions expressed herein are subject to the following exceptions, qualifications and limitations:

A.They are limited by the effect of (a) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law and principles affecting creditors' rights generally, including without limitation fraudulent transfer or fraudulent conveyance laws and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a proceeding in equity or at law.

B. The opinions above are subject to the following qualifications and exceptions:

1.With reference to, but without limiting in any way, qualification (A) above, certain provisions which could be construed as a penalty or forfeiture, provisions indemnifying a party against liability for its own wrongful or negligent acts or otherwise in cases where indemnification could be considered contrary to public policy (including, without limitation, under federal and state securities laws and regulations as interpreted by applicable governmental authorities), provisions exculpating another party from liability or waiving defenses or other rights, provisions to the effect that terms of the documents may not be waived or modified except in writing, provisions regarding the recovery of attorneys’ fees for a person who is not the prevailing party in a final proceeding, provisions imposing a payment obligation with respect to the Company's or any Subsidiary Guarantor’s obligations and provisions whereby a party purports to ratify acts in advance of the occurrence of such acts, are or may be unenforceable in whole or in part under applicable law.

2.No opinion is expressed herein with respect to the validity, binding effect or enforceability of (i) any provision contained in the Offered Securities allowing any party to exercise any remedial rights without notice to the Company or the Subsidiary Guarantors, (ii) any waiver of demand or notice by the Company or any of the Subsidiary Guarantors, or any waiver of any rights or any defense which as a matter of law or public policy cannot be waived, in either case (iii) any provisions contained in the Offered Securities purporting to establish evidentiary standards, (iv) any provision of the Offered Securities which purports to establish the subject matter jurisdiction of the United States District Court to adjudicate any controversy related to any of the Offered Securities, (v) any provision of the Offered Securities which purports to entitle any person or entity to specific performance of any provision thereof, (vi) any provision of the Offered Securities that requires a person or entity to cause another person or entity to take or to refrain from taking action under circumstances in which such person or entity does not control such other person or entity, (vii) any provision of the Offered Securities insofar as it purports to effect a choice of governing law or choice of forum or venue for the adjudication of disputes, (viii) any provision related to the effectiveness of service of process by mail in any suit, action or proceeding of any nature arising in connection with or in any way relating to any Offered Security, (ix) any provision contained in the Offered Securities purporting to limit the liability of any party thereto to third parties or (x) any provision contained in the Offered Securities that constitutes (or is construed to constitute) an agreement to agree.

3.In addition, we express no opinion as to the acceptance by a Federal court located in the State of New York of jurisdiction of a dispute arising under the Offered Securities.

4.No opinion is expressed as to the validity, binding effect or enforceability of any provision of any Offered Security that (i) requires that waivers or amendments must be in writing in so far as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply; (ii) waives (a) vague or broadly stated rights, (b) future rights, (c) the benefits of statutory, regulatory or constitutional rights, unless and to the extent that the statute, regulation or constitution expressly allows waiver, (d) unknown future defenses, or (e) rights to damages; (iii) states that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy; (iv) imposes penalties, forfeitures, late payment charges or an increase in interest rate upon delinquency in payment or the occurrence of a default; (v) appoints one party as an attorney-in-fact for an adverse party; or (vi) states that time is of the essence.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion or view with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, the internal laws of the States of New York, Illinois and Texas.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter. We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

          /s/ Paul Hastings LLP

SCHEDULE I

SUBSIDIARY GUARANTORS

Delaware Guarantors

ExamWorks, Inc.

ExamWorks Review Services, LLC

CalMed Evaluation Services, LLC

Medicolegal Services, LLC

IME Resources, LLC

CredentialMed, LLC

Nexworks, LLC

Verity Administrators, Inc.

ExamWorks Clinical Solutions Holdings, Inc.

ExamWorks Clinical Solutions, LLC

Reliable RS, LLC

LM Exams, LLC

Illinois Guarantors

       Network Medical Review Company, Ltd.

Texas Guarantors

Southwest Medical Examination Services, Inc.

Pacific Billing Services, Inc.

Diagnostic Imaging Institute, Inc.

Lone Star Consulting Services, Inc.

New York Guarantors

Marquis Medical Administrators, Inc.

ExamWorks Evaluations of New York, LLC

DDA Management Services, LLC

MES Management Services, Inc.

Michigan Guarantors

IME Software Solutions, LLC

MES Group, Inc.

Medical Evaluation Specialists, Inc.

MLS Group of Companies, Inc.

Florida Guarantors

Gould & Lamb Trust Company, LLC

National Institute for Medicare and Medicaid Education, LLC

EX-5.2

Exhibit 5.2

April 7, 2015

ExamWorks Group, Inc.

3280 Peachtree Road NE

Suite 2625

Atlanta, GA 30305

Re:      ExamWorks Group, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as Michigan counsel for IME Software Solutions, LLC, a Michigan limited liability company, MES Group, Inc., a Michigan corporation, Medical Evaluation Specialists, Inc., a Michigan corporation, and MLS Group of Companies, Inc., a Michigan corporation (collectively, the “Michigan Guarantors”) in connection with certain matters of Michigan law relating to the registration statement Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) by ExamWorks Group, Inc., a Delaware corporation (the “Company”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus included therein (the “Prospectus”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Act, of an unspecified amount of securities of the Company, consisting of (i) non-convertible debt securities (the “Debt Securities”) to be issued in one or more series, under the indenture (the “Indenture”) proposed to be entered into among the Company, the guarantors named therein including, without limitation, the Michigan Guarantors (collectively, the “Guarantors”) and a trustee to be named (the “Trustee”), and (ii) guarantees of the Debt Securities (the “Subsidiary Guarantees”) by one or more of the subsidiaries of the Company, including the Michigan Guarantors, for the benefit of the Debt Securities. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

As Michigan counsel for the Michigan Guarantors, and for purposes of our opinion set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments of the Michigan Guarantors as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation, the following documents (collectively, the “Documents”):

(i)

the Registration Statement;

(ii)

the certificate or articles of formation or incorporation, as applicable, of each of the Michigan Guarantors, certified as of April 1, 2015, by the Department of Licensing and Regulatory Affairs of the State of Michigan (“DLRA”), and the operating agreement or bylaws, as applicable, of each of the Michigan Guarantors as presently in effect as certified by the respective secretary or sole member, as applicable, of each of the Michigan Guarantors as of the date hereof (collectively, the “Michigan Guarantor Charter Documents”);

(iii) certificates of DLRA as to the incorporation or formation and good standing of each of the Michigan Guarantors under the laws of Michigan, as of April 1, 2015 (collectively, the “Good Standing Certificates”); and

(iv) unanimous written consents or resolutions of the board of directors or members, as applicable, of each of the Michigan Guarantors, relating to the execution and delivery of, and the performance by each Michigan Guarantor of its respective obligations under, the Guarantees.

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In such examination and in rendering the opinion expressed below, we have assumed: (i) the due authorization, execution and delivery of all agreements, instruments and other documents by all the parties thereto (other than the Michigan Guarantors); (ii) the genuineness of all signatures on all documents submitted to us; (iii) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (iv) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; (v) the legal capacity of all individuals executing documents; (vi) that the Documents executed in connection with the transactions contemplated thereby are the valid and binding obligations of each of the parties thereto (other than the Michigan Guarantors), enforceable against such parties (including the Michigan Guarantors) in accordance with their respective terms and that no Documents have been amended or terminated orally or in writing except as has been disclosed to us; and (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Michigan Guarantors and other persons on which we have relied for the purposes of this opinion are true and correct. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Michigan Guarantors.

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinions:

1.     IME Software Solutions, LLC (the “Michigan LLC Guarantor”) is a limited liability company, duly formed, validly existing and in good standing according to the laws of the State of Michigan;

2.     MES Group, Inc., Medical Evaluation Specialists, Inc., and MLS Group of Companies, Inc. (collectively, the “Michigan Corporate Guarantors”), are each corporations, duly formed, validly existing and in good standing according to the laws of the State of Michigan;

3.     With respect to any series of Subsidiary Guarantees to be offered by one or more of the Michigan Guarantors pursuant to the Registration Statement (the “Offered Subsidiary Guarantees”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act and the Indenture and any supplemental indenture have been qualified under the Trust Indenture Act; (ii) a Prospectus Supplement or term sheet with respect to the Offered Subsidiary Guarantees has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Subsidiary Guarantees are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Subsidiary Guarantees has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the board of directors (including any appropriate committee thereof appointed thereby) of the Michigan Corporate Guarantors and the sole member of the Michigan LLC Guarantor have taken all necessary corporate action or limited liability company action, as applicable, to approve the issuance and terms of the Offered Subsidiary Guarantees and related matters; (v) the Indenture and any supplemental indenture to be entered into in connection with the issuance of the Offered Subsidiary Guarantees have been duly authorized, executed and delivered by each party thereto; (vi) the terms of the Offered Subsidiary Guarantees and of their issuance and sale have been duly established in conformity with the Indenture and any applicable supplemental indenture so as not to violate any applicable law, the organizational documents of each of the Michigan Guarantors, including any charter, bylaw or operating agreement, as then in effect, or result in a default under or breach of any agreement or instrument binding upon any of the Michigan Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over each of the Michigan Guarantors; and (vii) the Offered Subsidiary Guarantees have been issued in a form that complies with the Indenture and have been duly executed and authenticated in accordance with the provisions of the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Offered Subsidiary Guarantees and duly delivered to the purchasers thereof upon payment of the agreed-upon payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any Prospectus Supplement or term sheet relating thereto, the Offered Subsidiary Guarantees, when issued and sold in accordance with the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Subsidiary Guarantees and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be duly authorized for issuance.

We are admitted to the practice of law in the State of Michigan and, without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, the internal laws of the State of Michigan and the federal laws of the United States of America.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

This opinion may not be used or relied upon by any party other than the addressees for any purpose whatsoever without our prior written approval in each instance. Notwithstanding the foregoing, we hereby consent to being named as counsel to the Michigan Guarantors in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

This opinion is rendered to you as of the date hereof, and we assume no obligation to advise you or any other person hereafter with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though the change may affect the legal analysis or a legal conclusion or other matters in this letter.

Very truly yours,

/s/ Butzel Long

                                         Butzel Long, a professional corporation

EX-5.3

Exhibit 5.3

▐│ HARPER MEYER │▌

                      Attorneys at Law

April 7, 2015

ExamWorks Group, Inc.

3280 Peachtree Road, N.E., Suite 2625

Atlanta, Georgia 30305

Re:     Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as Florida counsel to Gould & Lamb Trust Company, LLC, a Florida limited liability company, and National Institute for Medicare and Medicaid Education, LLC, a Florida limited liability company (each, a “Florida Guarantor” and collectively, the “Florida Guarantors”) in connection with certain matters of Florida law relating to the registration statement on Form S-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”) by ExamWorks Group, Inc. (the “Company”) on the date hereof under the Securities Act of 1933, as amended (the “Act”), including the prospectus included therein (the “Prospectus”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Act, of an unspecified amount of securities of the Company, consisting of: (i) non-convertible debt securities (the “Debt Securities”) to be issued in one or more series under the indenture (the “Indenture”) proposed to be entered into among the Company, the Guarantors named therein and a trustee to be named (the “Trustee”) and (ii) guarantees of the Debt Securities (the “Subsidiary Guarantees”) by one or more of the subsidiaries of the Company, including the Florida Guarantors, for the benefit of the Debt Securities.

In connection with our representation of the Florida Guarantors, and as a basis for the opinion set forth below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.     The Registration Statement;

2.     A copy of the Second Amended and Restated Articles of Organization of each of the Florida Guarantors, as certified by the Secretary of State of the State of Florida as of a recent date;

HARPER MEYER PEREZ HAGEN O’CONNOR ALBERT & DRIBIN LLP

Suite 800 • 201 S. Biscayne Blvd. • Miami, Florida 33131

Telephone: 305.577.3443 • Facsimile: 305.577.9921 • Website: www.harpermeyer.com

ExamWorks Group, Inc.

April 7, 2015

Page 2 

3.     A copy of the Amended and Restated Operating Agreement of each of the Florida Guarantors, as amended through the date hereof, certified as of the date hereof by the sole member of each of the Florida Guarantors;

4.     A certificate of the Secretary of State of the State of Florida as to the active status of each of the Florida Guarantors, dated as of a recent date;

5.     Resolutions (the “Resolutions”) adopted by the sole member of each of the Florida Guarantors, relating to the Subsidiary Guarantees, certified as of the date hereof by the sole member of each of the Florida Guarantors;

6.     A certificate executed by the sole member of the sole member of each of the Florida Guarantors, dated as of the date hereof; and

7.     Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.     Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.     Each individual executing any of the Documents on behalf of a party (other than the Florida Guarantors) is duly authorized to do so.

3.     Each of the parties (other than the Florida Guarantors) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory.

4.     The obligations of each of the parties executing any of the Documents set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. We express no opinion as to the enforceability of the Subsidiary Guarantees of each of the Florida Guarantors.

5.     All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

HARPER MEYER PEREZ HAGEN O’CONNOR ALBERT & DRIBIN LLP

Suite 800 • 201 S. Biscayne Blvd. • Miami, Florida 33131

Telephone: 305.577.3443 • Facsimile: 305.577.9921 • Website: www.harpermeyer.com

ExamWorks Group, Inc.

April 7, 2015

Page 3 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.     Each of the Florida Guarantors is a limited liability company organized under Florida law and its status is active.

2.     With respect to any series of Subsidiary Guarantees to be offered by one or more of the Florida Guarantors pursuant to the Registration Statement (the “Offered Subsidiary Guarantees”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act and the Indenture and any supplemental indenture have been qualified under the Trust Indenture Act; (ii) a Prospectus Supplement or term sheet with respect to the Offered Subsidiary Guarantees has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Subsidiary Guarantees are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Subsidiary Guarantees has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the sole member and appropriate officers of each of the Florida Guarantors have taken all necessary limited liability company action to approve the issuance and terms of the Offered Subsidiary Guarantees and related matters; (v) the Indenture and any supplemental indenture to be entered into in connection with the issuance of the Offered Subsidiary Guarantees have been duly authorized, executed and delivered by each party thereto; (vi) the terms of the Offered Subsidiary Guarantees and of their issuance and sale have been duly established in conformity with the Indenture and any applicable supplemental indenture so as not to violate any applicable law, the organizational documents of each of the Florida Guarantors, including any charter or operating agreement, as then in effect, or result in a default under or breach of any agreement or instrument binding upon either of the Florida Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over each of the Florida Guarantors; and (vii) the Offered Subsidiary Guarantees have been issued in a form that complies with the Indenture and have been duly executed and authenticated in accordance with the provisions of the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Offered Subsidiary Guarantees and duly delivered to the purchasers thereof upon payment of the agreed-upon payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any Prospectus Supplement or term sheet relating thereto, the Offered Subsidiary Guarantees, when issued and sold in accordance with the Indenture and any applicable supplemental indenture to be entered into in connection with the issuance of the Subsidiary Guarantees and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be duly authorized for issuance.

The foregoing opinion is limited to the laws of the State of Florida and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Florida, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Florida, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

HARPER MEYER PEREZ HAGEN O’CONNOR ALBERT & DRIBIN LLP

Suite 800 • 201 S. Biscayne Blvd. • Miami, Florida 33131

Telephone: 305.577.3443 • Facsimile: 305.577.9921 • Website: www.harpermeyer.com

ExamWorks Group, Inc.

April 7, 2015

Page 4 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

                                          /s/ Harper Meyer Perez Hagen O’Connor

     Albert & Dribin LLP

HARPER MEYER PEREZ HAGEN O’CONNOR ALBERT & DRIBIN LLP

Suite 800 • 201 S. Biscayne Blvd. • Miami, Florida 33131

Telephone: 305.577.3443 • Facsimile: 305.577.9921 • Website: www.harpermeyer.com

EX-12.1

Exhibit 12.1

ExamWorks Group, Inc.
Computation of Ratio of Earnings to Fixed Charges
	For the year ended December 31,
	2010			2011			2012			2013			2014
Income (loss) before income taxes:	$	(8,522	)	$	(12,415	)	$	(22,926	)	$	(15,572	)	$	14,929
Fixed charges		9,503			19,143			31,868			33,973			37,774
Earnings	$	981		$	6,728		$	8,942		$	18,401		$	52,703
Fixed charges:
Interest expense	$	7,316		$	14,534		$	26,467		$	27,661		$	29,853
Deferred financing cost amortization		871			1,941			2,190			2,191			2,317
Interest cost in rental expense		1,316			2,668			3,211			4,121			5,604
	$	9,503		$	19,143		$	31,868		$	33,973		$	37,774
Ratio of Earnings to Fixed Charges		0.1			0.4			0.3			0.5			1.4
Deficiency	$	8,522		$	12,415		$	22,926		$	15,572		$	-

For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes plus fixed charges. Fixed charges consist of interest costs, amortization of deferred financing costs and an estimate of the interest cost in rental expense.

EX-23.1

Exhibit 23.1

Consent of Independent Registers Public Accounting Firm

The Board of Directors

ExamWorks Group, Inc.

We consent to the use of our reports with respect to the consolidated financial statements, the related financial statement schedule, and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

Our report on the effectiveness of internal control over financial reporting as of December 31, 2014, contains an explanatory paragraph that states the Cheselden, G&L Intermediate Holdings, Assess Medical Group Pty Ltd, Ability Services Network and Expert Medical Opinions acquisitions completed in 2014 were excluded from management’s assessment. The total assets and revenues of these entities represented approximately 19.6% and 6.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

(signed) KPMG LLP

Atlanta, Georgia

April 7, 2015

EX-25.1

Exhibit 25.1

_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Raymond S. Haverstock

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6299

(Name, address and telephone number of agent for service)

ExamWorks Group, Inc.

Additional Registrants Listed on Schedule A Hereto

(Issuer with respect to the Securities)

Delaware	27-2909425
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3280 Peachtree Road N.E. Suite 2625 Atlanta GA	30305
(Address of Principal Executive Offices)	(Zip Code)

Non-Convertible Debt Securities

Guarantees of Non-Convertible Debt Securities

(Title of the Indenture Securities)

SCHEDULE A

Name	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employee Identification Number
ExamWorks, Inc.	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
IME Software Solutions, LLC	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	35-2162737
Marquis Medical Administrators, Inc.	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	01-0654414
ExamWorks Review Services, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
Southwest Medical Examination Services, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	75-2437666
Pacific Billing Services, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	87-0792602
Diagnostic Imaging Institute, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	75-2576931
ExamWorks Evaluations of New York, LLC	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
Network Medical Review Company, Ltd.	Illinois	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	76-0711128
MES Group, Inc.	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-2286375
Medical Evaluation Specialists, Inc.	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-2193020
Lone Star Consulting Services, Inc.	Texas	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	76-0609620
DDA Management Services, LLC	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-2733528
MES Management Services, Inc.	New York	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	01-0565230
CalMed Evaluation Services, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	30-0792186
MLS Group of Companies, Inc.	Michigan	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-3341904
Medicolegal Services, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	45-3416919
IME Resources, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	61-1665175
CredentialMed, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-3857370
Nexworks, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	37-1659699
Verity Administrators, Inc.	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	90-0911371
ExamWorks Clinical Solutions Holdings, Inc.	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1385445
ExamWorks Clinical Solutions, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	38-3933203
Gould & Lamb Trust Company, LLC	Florida	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	46-2874658
National Institute for Medicare and Medicaid Education, LLC	Florida	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	46-1404257
Reliable RS, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	26-1114252
LM Exams, LLC	Delaware	3280 Peachtree Road, N.E. Suite 2625 Atlanta, GA 30305	8000	35-2528813

2

FORM T-1

Item 1.         GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.           AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.         LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.     A copy of the Articles of Association of the Trustee.*

2.     A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.     A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.     A copy of the existing bylaws of the Trustee.**

5.     A copy of each Indenture referred to in Item 4. Not applicable.

6.     The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.     Report of Condition of the Trustee as of December 31, 2014 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 1st of April 2015.

By:	/s/ Raymond S. Haverstock
	Raymond S. Haverstock
	Vice President

4

Exhibit 2

5

Exhibit 3

6

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 1, 2015

By:	/s/ Raymond S. Haverstock
	Raymond S. Haverstock
	Vice President

7

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2014

($000’s)

	12/31/2014
Assets
Cash and Balances Due From	$	10,622,022
Depository Institutions
Securities		100,557,832
Federal Funds		79,987
Loans & Lease Financing Receivables		247,427,720
Fixed Assets		4,246,071
Intangible Assets		13,078,376
Other Assets		22,967,351
Total Assets	$	398,978,359
Liabilities
Deposits	$	294,158,985
Fed Funds		1,722,932
Treasury Demand Notes		0
Trading Liabilities		734,026
Other Borrowed Money		45,457,856
Acceptances		0
Subordinated Notes and Debentures		3,650,000
Other Liabilities		11,857,789
Total Liabilities	$	357,581,588
Equity
Common and Preferred Stock		18,200
Surplus		14,266,400
Undivided Profits		26,256,268
Minority Interest in Subsidiaries		855,903
Total Equity Capital	$	41,396,771
Total Liabilities and Equity Capital	$	398,978,359

8