Exhibit 4.12


 


WARRANT AGREEMENT


 


between


 


APOLLO MEDICAL HOLDINGS, INC.


 


And


 


 



 


AS WARRANT AGENT


 


________________________, 2015


 


This WARRANT AGREEMENT
(the “Agreement”) is dated as of [●], 2015, between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation
(the “Company”), and ___________, as warrant agent (the “Warrant Agent”).


 


WITNESSETH


 


WHEREAS, pursuant to the
Underwriting Agreement, dated as of______, 2015 between the Company and the Representative of the underwriters named therein, the
Company proposes to issue warrants (the “Warrants”) entitling the holders thereof to purchase initially up to
an aggregate of ______________ shares of the Company’s _________ common stock, par value $0.001 per share (the “Common
Stock”), which may be increased by up to 15% through exercise of the underwriters’ over-allotment option. The shares
of Common Stock issuable pursuant to the Warrants, as adjusted from time to time pursuant to this Agreement, are referred to herein
as the “Shares.”


 


WHEREAS, the Warrant Agent,
at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, registration, transfer,
exchange, exercise and conversion of the Warrants.


 


NOW, THEREFORE, in consideration
of the premises and mutual agreements herein set forth, the parties hereto agree as follows:


 


SECTION 1.   Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions
hereinafter in this Agreement set forth, and the Warrant Agent hereby accepts such appointment, upon the terms and conditions hereinafter
set forth.


 


SECTION 2.   Issuances.
Subject to the provisions of this Agreement, on the Closing Date pursuant to the terms of the Underwriting Agreement (the “Closing
Date”), Warrants to purchase initially up to an aggregate of ______________ Shares will be issued and delivered by the
Company. The Company will deliver to the Warrant Agent certificates evidencing the Warrants (the “Warrant Certificates”).


 


SECTION 3.   Form
of Warrant Certificates. The Warrant Certificates to be delivered pursuant to this Agreement and the forms of election to exercise
and of assignment to be printed on the reverse thereof shall be in substantially the form set forth in Exhibit A hereto
together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates.


 




    	 



    	 



    

 


SECTION 4.   Execution
of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by its Chief Executive Officer, its
President, a Vice President or its Treasurer (each, an “Officer”) and attested by its Secretary or an Assistant
Secretary (each, an “Attesting Officer”). Each such signature upon the Warrant Certificates may be in the form
of a facsimile signature of any such Officer and Attesting Officer and may be imprinted or otherwise reproduced on the Warrant
Certificates and for that purpose the Company may adopt and use the facsimile signature of any Officer and Attesting Officer.


 


If any Officer or Attesting
Officer who shall have signed any of the Warrant Certificates shall cease to be an Officer or Attesting Officer before the Warrant
Certificates so signed shall have been countersigned by the Warrant Agent or delivered by the Company, such Warrant Certificates
nevertheless may be countersigned and delivered as though such Officer or Attesting Officer had not ceased to be an Officer or
Attesting Officer, and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of
the execution of such Warrant Certificate, shall be a proper Officer or Attesting Officer to sign such Warrant Certificate, although
at the date of the execution of this Agreement any such person was not such an officer.


 


SECTION 5.   Registration
and Countersignature. Warrant Certificates shall be countersigned and dated the date of countersignature by the Warrant Agent
and shall not be valid for any purpose unless so countersigned. The Warrants shall be numbered and shall be registered in a register
(the “Warrant Register”) to be maintained by the Warrant Agent.


 


The Warrants shall be issuable
in book entry (the “Book-Entry Warrant Certificates”). All of the Warrants shall initially be represented by
one or more Book-Entry Warrant Certificates deposited with the Warrant Agent and registered in the name of the registered holder.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by the Warrant Agent.


 


The Company and the Warrant
Agent may deem and treat the registered holder(s) of a Warrant Certificate as the absolute owner(s) thereof (notwithstanding any
notation of ownership or other writing thereon made by anyone), for the purpose of any exercise thereof or any distribution to
the holder(s) thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


SECTION 6.   Registration
of Transfers and Exchanges. (a) Subject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall from time to time
register the transfer of any outstanding Warrant Certificates in the Warrant Register, upon surrender of such Warrant Certificates
at the Warrant Agent Office (as defined below), duly endorsed, and accompanied by a completed form of assignment, duly signed by
the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney.
Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee.


 


Warrant Certificates may
be exchanged at the option of the holder or holders thereof, when surrendered to the Warrant Agent at its offices or agency maintained
in _____________ Attention: __________(or at such other offices or agencies as may be designated by the Warrant Agent) (the “Warrant
Agent Office”) for the purpose of exchanging, transferring and exercising the Warrants or at the offices of any successor
Warrant Agent appointed as provided in Section 17 hereof, without payment of any service charge, for another Warrant Certificate
or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants.


 


(b) No Warrants may be
sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the “Securities
Act”), or state securities laws. The Company and the Warrant Agent agree and acknowledge that the Warrants have been
effectively registered under the Securities Act (Registration Statement on Form S-1 (File No. 333-202602)). The Shares have been
registered for issuance upon proper exercise. The Company shall notify the Warrant Agent within one Business Day upon its receipt
of any stop order or notice of suspension of the effectiveness of the Registration Statement.


  


(c) The Warrant Agent is
hereby authorized to countersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new Warrant
Certificates required pursuant to the provisions of this Section 6, and for the purpose of any distribution of Warrant Certificates
contemplated by Section 13.


 




    	 



    	 



    

 


(d) In the event of any
purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect and
the Warrant Agent shall not give effect to such transfer.


 


SECTION 7.   Duration
and Exercise of Warrants. (a) The Warrants shall expire on ______ __.m. _______________ time on the fifth anniversary of the
Closing Date (the “Expiration Date”). After the Expiration Date, the Warrants will become void and of no value.


 


(b) Subject to the provisions
of this Agreement, including Section 12, each Warrant shall entitle the holder thereof to purchase from the Company (and the Company
shall issue and sell to such holder) initially one fully paid and nonassessable Share evidenced by the Warrant Certificate at a
price equal to $_________ per share (as the same may be hereafter adjusted pursuant to Section 2 of the Warrant, the “Exercise
Price”).


 


(c) If shares of Common
Stock are certificated at that time, upon surrender of a Warrant Certificate and payment of the Exercise Amount, the Warrant Agent
shall requisition from the Company’s transfer agent (the “Transfer Agent”) for issuance and delivery to
or upon the written order of the registered holder of such Warrant Certificate and in such name or names as such registered holder
may designate, a certificate or certificates for the Share or Shares issuable upon the exercise of the Warrant or Warrants evidenced
by such Warrant Certificate. In any event, upon receipt of such Warrant Certificate and payment, the Company shall, as promptly
as practicable, and in any event within three (3) business days thereafter, cause to be issued to such holder the aggregate number
of whole Shares issuable upon such exercise and deliver to such holder written confirmation that such Shares have been duly issued
and recorded on the books of the Company as hereinafter provided. The Shares so issued shall be registered in the name of the holder
or such other name as shall be designated in the order delivered by the holder and any Person so designated to be named therein
shall be deemed to have become the holder of record of such Share or Shares as of the date of surrender of such Warrant Certificate
at the Warrant Agent Office duly executed by the holder thereof and upon payment of the Exercise Amount. The Warrants evidenced
by a Warrant Certificate shall be exercisable, at the election of the registered holder thereof, either in their entirety or from
time to time for a portion of the number of Warrants initially specified in the Warrant Certificate. If less than all of the Warrants
evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the Expiration
Date, a new Warrant Certificate or Warrant Certificates shall be issued (or book entry noted) for the remaining number of Warrants
evidenced by the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign the required new
Warrant Certificate or Warrant Certificates pursuant to the provisions of Section 6 and this Section 7. Notwithstanding any provision
herein to the contrary, the Company shall not be required to register Shares in the name of any Person who acquired any Warrant
or any Shares otherwise than in accordance with this Agreement.


 


(d) The Warrant Agent shall
account promptly to the Company with respect to Warrants exercised and concurrently pay or deliver to the Company all monies and
other consideration received by it in connection with the purchase of Shares through the exercise of Warrants.


 


(e) Notwithstanding anything
in this Agreement or the Warrants to the contrary, the Company shall not be required to make any cash payments or net cash settlement
to any registered holder in lieu of issuance of Shares.


 


SECTION 8.   Cancellation
of Warrants. If the Company or any of its subsidiaries shall purchase or otherwise acquire the Warrants, the Warrant Certificates
representing such Warrants shall thereupon be delivered to the Warrant Agent and be cancelled by it and retired. The Warrant Agent
shall cancel all Warrant Certificates surrendered for exchange, substitution, transfer or exercise in whole or in part. Such cancelled
Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. 


 


SECTION 9.   Mutilated
or Missing Warrant Certificates. If any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company
shall issue, and the Warrant Agent shall countersign and deliver, in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant
Certificate of like tenor and representing an equivalent number of Warrants, but only upon (i) receipt of evidence reasonably satisfactory
to the Company and the Warrant Agent of the loss, theft or destruction of such Warrant Certificate and (ii) indemnification by
the holder in a reasonable amount and in a reasonable manner, if requested by either the Company or the Warrant Agent, reasonably
satisfactory to them. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Company or the Warrant Agent may prescribe and as required by Section 8-405 of the
Uniform Commercial Code as in effect in the State of New York.


 




    	 



    	 



    

 


SECTION 10.   Reservation
of Shares. For the purpose of enabling it to satisfy any obligation to issue the Shares, the Company will at all times through
the Expiration Date, reserve and keep available out of its aggregate authorized but unissued or treasury shares of Common Stock,
the number of Shares deliverable upon the exercise of all outstanding Warrants. The Company will keep a copy of this Agreement
on file with the Transfer Agent and with every transfer agent for any Shares pursuant to Section 7 and will, promptly following
the Closing Date, provide the Transfer Agent with an irrevocable letter of instruction to reserve and keep available, through the
Expiration Date, out of the Company’s aggregate authorized but unissued or treasury shares of Common Stock the number of
Shares deliverable upon the exercise of all outstanding Warrants. The Warrant Agent is hereby irrevocably authorized to requisition
from time to time from the Transfer Agent stock certificates issuable upon exercise of outstanding Warrants, and the Company will
supply the Transfer Agent with duly executed stock certificates for such purpose.


 


The Company covenants that
all Shares will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from all
taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance and holding thereof.


 


SECTION 11.   Stock
Exchange Listings. So long as any Warrants remain outstanding, the Company will use commercially reasonable efforts to take
all necessary action to have the Warrants and the Shares, immediately upon their issuance upon exercise of Warrants, (i) listed
on each national securities exchange on which the Common Stock is then listed or (ii) if the Common Stock is not then listed on
any national securities exchange, listed for quotation on the OTCQB or such other over-the-counter quotation system on which the
Common Stock may then be listed.


 


SECTION 12.   Adjustment
of Exercise Price and Number of Shares or Number of Warrants. The Exercise Price, the number of shares of Common Stock purchasable
upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence
of the events enumerated in the Warrant.


 


(a) Irrespective of any
adjustments in Exercise Price or the number or kind of shares of Common Stock purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants
initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion make any change in the
form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance
of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding
Warrant Certificate or otherwise, may be in the form as so changed.


 


(b) Before taking any action
that would cause an adjustment pursuant to Section 2 of the Warrant reducing any Exercise Price below the then par value (if any)
of the Shares, the Company will take any reasonable corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable Shares at such Exercise Price as so adjusted.


 


SECTION 13.   Fractional
Shares. The Company shall not be required to issue Warrants to purchase fractions of Shares or other securities, or to issue
fractions of Shares or other securities upon exercise of the Warrants, and, to the extent Shares are certificated, to distribute
certificates which evidence fractional Shares. Any fractional shares shall be rounded up to nearest whole share.


 


SECTION 14.   Notices
to Warrantholders. Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant, any
Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 2 thereof, the Company, within
one business day thereafter, shall (i) cause to be filed with the Warrant Agent a certificate of the Chief Financial Officer of
the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common
Stock purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding
Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts
upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth
therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder’s address
appearing on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate,
such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this
Section 14.


 




    	 



    	 



    

 


If any of the events set
forth in Sections 3 or 4 of the Warrant shall occur, then the Company shall cause written notice of such event to be filed with
the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates
at such holder’s address appearing on the Warrant Register, by first-class mail, postage prepaid, as set forth in Section
9 of the Warrant.


 


SECTION 15.   Merger,
Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party, or any corporation succeeding to the shareholder services business of the Warrant Agent, shall be the successor
to the Warrant Agent hereunder without the execution or filing of any document or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of Section
17. If at the time such successor to the Warrant Agent shall succeed under this Agreement, any of the Warrant Certificates shall
have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and if at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant
Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor
Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and
in this Agreement.


 


If at any time the name of
the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered,
the Warrant Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Warrant
Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior
name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant
Certificates and in this Agreement.


 


SECTION 16.   Warrant
Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:


 


(a) The statements contained
herein and in the Warrant Certificates shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility
for the accuracy of any of the same except such as describe the Warrant Agent or action taken or to be taken by it. Except as herein
otherwise provided, the Warrant Agent assumes no responsibility with respect to the execution, delivery or distribution of the
Warrant Certificates.


 


(b) The Warrant Agent shall
not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant
Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a
Warrant to make or cause to be made any adjustment in any Exercise Price, in the number of shares of Common Stock issuable upon
exercise of any Warrant (except as instructed by the Company), the number of Warrants outstanding, or to determine whether any
facts exist which may require any such adjustments, or with respect to the nature or extent of or method employed in making any
such adjustments when made.


 


(c) The Warrant Agent may
consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability
or responsibility to the Company or any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice of such counsel.


 




    	 



    	 



    

 


(d) The Warrant Agent shall
incur no liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken in reliance
on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine
and to have been signed, sent or presented by the proper party or parties.


 


(e) The Company agrees
to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent under this Agreement, to reimburse
the Warrant Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred
by the Warrant Agent in the performance of its duties under this Agreement and to indemnify the Warrant Agent and save it harmless
against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for
anything done or omitted by the Warrant Agent arising out of or in connection with this Agreement except as a result of its gross
negligence or bad faith.


 


(f) The Warrant Agent shall
be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense
unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security
and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants
may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Warrants,
as their respective rights or interests may appear.


 


(g) The Warrant Agent,
and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Warrants or other securities of
the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though they were not the Warrant Agent under this Agreement, or a
stockholder director, officer or employee of the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal entity.


 


(h) The Warrant Agent shall
act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant
Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own
gross negligence or bad faith.


 


(i) The Company agrees
that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


(j) The Warrant Agent shall
not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature
thereof), nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of the Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether the Shares will
when issued be validly issued, fully paid and nonassessable or as to the Exercise Amount or the number of shares of Common Stock
issuable upon exercise of any Warrant.


 


(k) The Warrant Agent is
hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chief Executive
Officer, the President, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered
to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement
signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof
is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.


 




    	 



    	 



    

 


SECTION 17.   Change
of Warrant Agent. If the Warrant Agent shall resign (such resignation to become effective not earlier than _________ (___)
days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall become
incapable of acting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective
not earlier than __________ (___) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving
of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to
the Warrant Agent. If the Company shall fail to make such appointment within a period of ____________ (___) days after such removal
or after it has been so notified in writing of such resignation or incapacity by the Warrant Agent or by the registered holder
of a Warrant Certificate (in the case of incapacity), then the registered holder of any Warrant Certificate may apply to any court
of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant
Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor
Warrant Agent, whether appointed by the Company or by such a court, shall be a bank or trust company, in good standing, incorporated
under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant
Agent, the Company shall cause written notice of the change in the Warrant Agent to be given to each of the registered holders
of the Warrant Certificates at such holder’s address appearing on the Warrant Register. After appointment, the successor
Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant
Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books
and records of the Company and any property at the time held by it hereunder and execute and deliver, at the expense of the Company,
any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section
17 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a
successor Warrant Agent, as the case may be.


  


SECTION 18.   Warrantholder
Not Deemed a Stockholder. Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed as conferring
upon the holders thereof the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect
of the meetings of stockholders or for the election of directors of the Company or any other matter, or any rights whatsoever as
stockholders of the Company.


 


SECTION 19.   Stock
Issuance. The shares of Common Stock deliverable upon the exercise of a Warrant, or any portion thereof, may be either previously
authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid
and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock
purchased upon the exercise of a Warrant or portion thereof, or, as the case may be, make a book entry into the stock ledger of
the Company if the shares of Common Stock are not certificated, prior to fulfillment of all of the following conditions:


 


(a) the obtaining of approval
or other clearance from any state or federal governmental agency which the Company shall, in its reasonable and good faith discretion,
determine to be necessary or advisable; and


 


(b) the lapse of such reasonable
period of time following the exercise of the Warrant as may be required by applicable law.


 


SECTION 20.   Notices
to Company and Warrant Agent. All notices, requests or demands authorized by this Agreement to be given or made by the Warrant
Agent or by any registered holder of any Warrant Certificate to or on the Company to be effective shall be in writing (including
by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or ____business days after being delivered
to a recognized courier (whose stated terms of delivery are ____ business days or less to the destination such notice), or ____
business days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Apollo Medical Holdings, Inc.


700 North Brand Blvd, Suite220


Glendale, California 91203


Tel: (818) 396-8050


Fax: (818) 844-3888


Attn: Warren Hosseinion, Chief Executive Officer


 




    	 



    	 



    

 


With a copy (which shall not constitute notice) to:


 


Shartsis Friese LLP


One Maritime Plaza


Eighteenth Floor


San Francisco, CA 94111


Tel: (415) 773-7243


Fax:(415) 421-2922


Attention: P. Rupert Russell, Esq.


 


If the Company shall fail
to maintain such office or agency or shall fail to give such notice of any change in the location thereof, presentation may be
made and notices and demands may be served at the principal office of the Warrant Agent.


 


Any notice pursuant to this
Agreement to be given by the Company or by any registered holder of any Warrant Certificate to the Warrant Agent shall be sufficiently
given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


SECTION 21.   Supplements
and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement (a) without the
approval of any holders of Warrant Certificates in order to cure any manifest error or other mistake in this Agreement, provided
that the Company shall give such holders written notice of any supplements or amendments prior to the effectiveness thereof, or
(b) with the prior written consent of holders of the Warrants exercisable for a majority of the shares of Common Stock then issuable
upon exercise of the Warrants then outstanding; provided that each amendment or supplement that decreases the Warrant Agent’s
rights or increases its duties and responsibilities hereunder shall also require the prior written consent of the Warrant Agent.


 


SECTION 22.   Successors.
Subject to Section 6(b), all the covenants and provisions of this Agreement by or for the benefit of the holders of the Warrants,
the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


SECTION 23.   Termination.
This Agreement shall terminate on the Expiration Date. Notwithstanding the foregoing, this Agreement will terminate on any earlier
date when all Warrants have been exercised. The provisions of Section 16 shall survive such termination.


 


SECTION 24.   Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the
State of New York applicable to contracts made and to be performed therein and for all purposes shall be construed in accordance
with the laws of such State.


 


SECTION 25.   Benefits
of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Warrant Agent
and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and
this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of the
Warrant Certificates.


 


SECTION 26.   Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the same instrument.


 


SECTION 27.   Headings.
The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part
hereof and in no way modify or restrict any of the terms or provisions hereof.


 


[Signature page follows]


 




    	 



    	 



    

 


IN WITNESS
WHEREOF, the parties hereto have caused this Warrant Agreement to be executed and delivered as of the day and year first above
written.


 


	 	APOLLO MEDICAL HOLDINGS, INC.
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	___________, as Warrant Agent
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF FACE OF WARRANT CERTIFICATE


 


VOID AFTER [●], 2020


 


	No. ______	WARRANT TO PURCHASE ________
	 	SHARES OF __________ COMMON STOCK


 


APOLLO MEDICAL HOLDINGS, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


This Warrant Certificate
certifies that _____________ or registered assigns, is the registered holder of a Warrant (the “Warrant”) of
APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), to purchase the number of shares (the
“Warrant Shares”) of ______ common stock, par value $0.001 per share (the “Common Stock”),
of the Company set forth above. This Warrant expires on 5:00 p.m., New York City time, on the fifth anniversary of the Issue Date
(the “Expiration Date”) and entitles the holder to purchase from the Company the number of fully paid and nonassessable
Warrant Shares set forth above at the exercise price (the “Exercise Price”) multiplied by the number of Warrant
Shares set forth above (the “Exercise Amount”). The Exercise Amount may be payable as follows: (i) by payment
to the Company by certified or official bank check, or by wire transfer of the Exercise Amount, (ii) in the circumstances set forth
in Section 1(d) of this Warrant, by surrender to the Company for cancellation of shares of Common Stock newly acquired upon exercise
of a Warrant, valued as set forth herein, or (iii) by a combination of the methods described in clauses (i) and (ii) above. The
initial Exercise Price shall be $____________. As used in this Warrant, the term “Warrant Shares” shall mean shares
of Common Stock issuable on exercise of this Warrant, whether or not any such exercise has occurred.


 


Subject to the terms and
conditions set forth herein and in the Warrant Agreement, this Warrant may be exercised by the holder thereof during normal business
hours on any business day in the period commencing upon the Issue Date and ending on the Expiration Date, this Warrant Certificate,
with the form of Election to Exercise duly completed and executed by the registered holder or holders thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney, and payment of the Exercise Amount at the Warrant Agent Office.


 


The Exercise Price, the number
of shares of Common Stock purchasable upon exercise of this Warrant and the number of Warrants outstanding are subject to adjustment
upon the occurrence of certain events as set forth in the Warrant.


 


The Issue Date is _____________,
2015. After the Expiration Date, the Warrants will become wholly void and of no value.


 


REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent.


 


Capitalized terms used herein
and not defined shall have the respective meanings ascribed to such terms in the Warrant Agreement.


 


[Signature page follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Certificate to be executed by its duly authorized officers.


 


Dated: ________________


 


	 	 
	 	 
	 	By	 
	 	 	[Title]


 


	ATTEST:	 
	 	 
	By	 	 
	 	 
	Countersigned:	 
	 	 
	AS WARRANT AGENT	 
	 	 
	By	 	 


 




    	 



    	 



    

 


[FORM OF REVERSE OF WARRANT CERTIFICATE]


 


________________________________________


 


The
warrant evidenced by this Warrant Certificate is a part of a duly authorized issue of Warrants to purchase a maximum of _____________
shares of Common Stock issued pursuant to a Warrant Agreement, dated as of [·]
(the “Warrant Agreement”), duly executed and delivered by the Company to _________________, as Warrant Agent
(the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant
Agent Office and is available upon written request addressed to the Company. All terms used herein that are defined in the Warrant
Agreement have the meanings assigned to them therein.


 


		1.	EXERCISE OF WARRANT.



 


		(a)	Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation,
the limitations set forth in Section (f)), this Warrant may be exercised by the Holder on any day on or after the Issuance
Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a
written notice to the Warrant Agent, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following the Warrant Agent’s receipt
of a Notice of Exercise for this Warrant as aforesaid, the Holder shall deliver payment to the Warrant Agent of an amount equal
to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant
was so exercised (the “Aggregate Exercise Price”) via wire transfer of immediately available funds if the Holder
did not notify the Warrant Agent in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined
in Section 1(d)). Unless this Warrant is represented by a Book-Entry Warrant Certificate, the Holder shall be required to
deliver the original of this Warrant in order to effect an exercise hereunder. If a Notice of Exercise is submitted by anyone other
than the holder of record, or by a registered broker dealer on behalf of a client, such Notice of Exercise shall be accompanied
by a medallion guarantee. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall
have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares
shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with
the terms hereof. On or before the third (3rd) Trading Day following the date on which the Company has received such
Exercise Notice, the Company shall (X) provided that the Company’s transfer agent (“Transfer Agent”) is
participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request
of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder
or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent
by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for
the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account
or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted
for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder and
delivery to the Warrant Agent of the Warrant Certificate, the Company shall as soon as practicable and in no event later than three
(3) Business Days after any exercise and at its own expense, cause the Warrant Agent to issue and deliver to the Holder (or its
designee) a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares
of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees
which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding
the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, the Company’s
failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of
the Aggregate Exercise Price shall not be deemed to be a breach of this Warrant.



 




    	 



    	 



    

 


		(b)	Exercise Price. For purposes of this Warrant, “Exercise Price” means
$_________, subject to adjustment as provided herein.



 


		(c)	Restrictive Legend Event. The Company shall provide to the Holder prompt written notice
of any time that the Company is unable to issue the Warrant Shares in accordance with Section 1(a) (without restrictive legend),
because (i) the Commission has issued a stop order with respect to the Registration Statement, (ii) the Commission otherwise
has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (iii) the Company
has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (iv) otherwise
(each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has
exercised this Warrant in accordance with the terms hereof but prior to the delivery of the Warrant Shares, the Company shall,
at the election of the Holder, to be given within five (5) days of receipt of notice of the Restrictive Legend Event, either
(A) rescind the previously submitted Exercise Notice and the Company shall return the Aggregate Exercise Price received from
the Holder or (B) treat the attempted exercise as a Cashless Exercise and refund the cash portion of the Aggregate Exercise
Price to the Holder. Notwithstanding anything in this Warrant to the contrary, the Company shall not be required to make any cash
payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares.



 


		(d)	Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than
Section 1(f) below), if a Restrictive Legend Event has occurred and no exemption from the registration requirements under
the Securities Act of 1933, as amended (the “Securities Act”) is available, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock (the “Net Number”) determined according to the following formula (a “Cashless
Exercise”):



 


Net Number = (A x B) - (A x C)


D


 


For purposes of the foregoing formula:


 


		A =	the total number of shares with respect to which this
Warrant is then being exercised.



 


		B =	the quotient of (x) the sum of the Closing Sale Price
of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market immediately prior
to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) ten (10).



 


		C =	the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.



 




    	 



    	 



    

 


		D = 	the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the date of the applicable Exercise Notice.



 


		(e)	Disputes. In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the number of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 11.



 


		(f)	Limitations on Exercises. Notwithstanding anything to the contrary contained in this Warrant,
this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to such
exercise the Holder (together with any of its affiliates) would beneficially own in excess of  4.99% (the “Maximum
Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this
Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or
any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as the case may be, as among
all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the
first submission to the Company for conversion, exercise or exchange (as the case may be). The Holder’s submission of an
Exercise Notice shall be conclusive of such Holder’s determination, and the Company shall be under no duty of inquiry with
respect thereto. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this
paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations
of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (the “Exchange Act”). The provisions of this paragraph
shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.
The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall
be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a
majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within
one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including
by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation,
pursuant to this Warrant or securities issued pursuant to the Underwriting Agreement. By written notice to the Company, any Holder
may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% or below 4.99% specified in such
notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company,
and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of Warrants.



 




    	 



    	 



    

 


		(g)	Insufficient Authorized Shares. From and after the Issuance Date, the Company shall at all
times keep reserved for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number
of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder
(without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable
upon exercise of this Warrant). The Company shall, promptly after the Issuance Date, provide the Transfer Agent with an irrevocable
letter of instruction to reserve and keep available, through the Expiration Date, out of the Company’s aggregate authorized
but unissued or treasury shares of Common Stock the number of shares of Common Stock deliverable upon the exercise of this Warrant.
From and after the Issuance Date, if, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the
Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to
satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock (the “Required
Reserve Amount”) equal to the number of shares of Common Stock as shall from time to time be necessary to effect the
exercise of all of the Warrants then outstanding (an “Authorized Share Failure”), then the Company shall immediately
take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders
that they approve such proposal. In the event that an increase in authorized shares of Common Stock is not approved at such meeting
and the Company is prohibited from issuing shares of Common Stock upon the exercise of this Warrant triggering such meeting due
to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of
Common Stock (such unavailable number of shares of Common Stock, the “Authorization Failure Shares”), in lieu
of delivering such Authorization Failure Shares to the Holder, the Company shall issue and deliver to the Holder one share of the
Company’s preferred stock (the “Replacement Shares”) for each share of Authorization Failure Shares. Each
Replacement Share shall be entitled to 1,000 votes for each share of Common Stock into which such share of preferred stock is convertible.
Upon the Company’s issuance and delivery to the Holder of the number of Replacement Shares equal to the number of Authorization
Shares, the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with
DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the
case may be) (and to issue such shares of Common Stock) shall terminate.



 


		(h)	The Warrants shall be issuable in book entry form. All of the Warrants shall initially be represented
by one or more book-entry warrant certificates deposited with the Warrant Agent and registered in the name of the registered Holder.



 


		2.	ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.



The Exercise Price and
number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this
Section 2.


 


		(a)	Stock Dividends and Splits. If the Company, at any time on or after the Issuance Date, (i)
pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on
any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.



 




    	 



    	 



    

 


(b) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise
contained herein).


 


(c) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


3. FUNDAMENTAL
TRANSACTIONS.


 


The Company shall not effect
any Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving
entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or person shall assume
the Warrant and the obligations under the Warrant.


 


4. WARRANT HOLDER NOT
DEEMED A STOCKHOLDER.


 


Except as otherwise specifically
provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends
or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed
to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights,
or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 


5. REISSUANCE OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant (or the book entry warrant certificate
representing this Warrant) to the Warrant Agent, whereupon the Warrant Agent will forthwith issue and deliver upon the order of
the Holder a new Warrant (in accordance with Section 5(d)), registered as the Holder may request, representing the right to
purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then
underlying this Warrant is being transferred, a new Warrant (in accordance with Section 5(d)) to the Holder representing the
right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing the right
to purchase the Warrant Shares then underlying this Warrant.


 


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for
fractional shares of Common Stock shall be given.


 




    	 



    	 



    

 


(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant, (iii) shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


(e) Warrant
Register. This Warrant shall be issuable in book entry form (the “Book-Entry Warrant Certificate”) and shall
initially be represented by one or more Book-Entry Warrant Certificates deposited with the Warrant Agent and registered in the
name of the Holder, or as otherwise directed by the Warrant Agent. Ownership of beneficial interests in this Warrant shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by the Warrant Agent (the “Warrant
Register”). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual written notice to the
contrary.


 


6. NOTICES. The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable
detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) promptly upon each adjustment of the Exercise Price and the number of Warrant Shares, setting
forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least ten (10) days prior to the
date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of
Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect
to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior
to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice
with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company. 


 


7. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party.


 


8. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 




    	 



    	 



    

 


9. GOVERNING LAW.
This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from
bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


10. CONSTRUCTION; HEADINGS.
This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person
as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.


 


11. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price or fair market value or the arithmetic
calculation of the number of Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the
disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt
of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave
rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and
the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing
Sale Price or fair market value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed
determination or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall,
within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price, the Closing Sale Price
or fair market value (as the case may be) to an independent, reputable investment bank selected by the Company and approved by
the Holder or (b) the disputed arithmetic calculation of the number of Warrant Shares to the Company’s independent, outside
accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations
or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten (10) Business Days
from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s
determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.


 


12. REMEDIES, CHARACTERIZATION,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief). Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation
thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any
other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to
all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without
any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including,
without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated
hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other
costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


 


15. TRANSFER. This
Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 




    	 



    	 



    

 


16. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:


 


“Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance
or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock that could result in a decrease
in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation,
any cash settlement rights, cash adjustment or other similar rights).


 


“Bloomberg”
means Bloomberg, L.P.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


“Closing
Sale Price” means, for any security as of any date, the last closing trade price, respectively, for such security on
the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does
not designate the closing trade price then the last trade price of such security prior to 4:00:00 p.m., New York City time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 11.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common
Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


“Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any
shares of Common Stock.


 


“Eligible
Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market, or the Principal Market.


 


“Expiration
Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day other than a
Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday.


 


“Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate
or merge with or into (whether or not the Company is the surviving corporation) any other Person, or (2) sell, lease, license,
assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person,
or (3) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of
the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person
or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange
offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of
the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or
share purchase agreement or other business combination), or (ii) any “person” or “group” (as these terms
are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder)
is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.


 




    	 



    	 



    

 


“Initial
Per Share Offering Price” means $______.


 


“Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


“Principal
Market” means the Nasdaq Capital Market.


 


“Registration
Statement” means that certain Registration Statement on Form S-1 (File No. 333-202602)) filed by the Company with the
Commission.


 


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder.


 


“Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 




    	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS

WARRANT TO PURCHASE COMMON STOCK


 


APOLLO MEDICAL HOLDINGS, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Apollo Medical Holdings, Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common
Stock No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.


 


1.        Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


	 	____________	a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


	 	____________	a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation by the Company to the Holder of __________ shares of Common Stock representing the applicable Net Number, subject to adjustment.


 


2.       Cashless
Exercise Adjustment. Check if applicable: __________


 


The Holder hereby notifies the Company that
the Holder has previously delivered the Exercise Notice(s) attached hereto as Schedule I for Cashless Exercise.


 


As the applicable Net Number has changed since
the time of delivery of such Exercise Notice(s):


 


Check if applicable:


 


	____________	The Company’s delivery obligation to the Holder with respect to such Exercise Notice(s), in the aggregate, should be adjusted to __________ shares of Common Stock.


 


	____________	Due to the application of Section 1(f) of the Warrant, the number of Warrant Shares of this Warrant to be exercised, with respect to such Exercise Notice(s), in the aggregate, was automatically reduced to ________, Warrant Shares, resulting in a delivery obligation by the Company to the Holder of __________ shares of Common Stock representing the applicable Net Number.


 


3.        Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company
in accordance with the terms of the Warrant.


 


4.        Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


Date: _____________ __, ___________


 




    	 



    	 



    

 


	 	 
	Name of Registered Holder	 
	 	 
	By:	 	 
	 	Name: