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Offer To Purchase For Cash
All Outstanding Shares of Common Stock
HEALTH GRADES, INC.
$8.20 NET PER SHARE
Pursuant to the Offer to Purchase dated August 10, 2010
MOUNTAIN MERGER SUB CORP.,
a direct wholly-owned subsidiary of
MOUNTAIN ACQUISITION CORP.
August 10, 2010
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 10, 2010 (as it may be amended or supplemented
from time to time, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended or supplemented from
time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer") in connection with the offer by
Mountain Merger Sub Corp., a Delaware corporation (the "Purchaser") and a direct wholly-owned subsidiary of Mountain
Acquisition Corp., a Delaware corporation ("Parent"), to purchase all outstanding shares of common stock, par value $0.001 per
share (the "Shares"), of Health Grades, Inc., a Delaware corporation ("Health Grades"), at a purchase price of $8.20 per Share,
net to the seller in cash without interest, less any required withholding taxes, upon the terms and subject to the conditions of
Also enclosed is a letter to stockholders of Health Grades from the Chief Executive Officer of Health Grades, accompanied
by Health Grades' Solicitation/Recommendation Statement on Schedule 14D-9.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by
us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished
to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon
the terms and subject to