Exhibit 10.1


 





BOARD OF DIRECTORS AGREEMENT


 


This Board of Directors Agreement (“Agreement”)
made as of April 9, 2015 by and between Apollo Medical Holdings, Inc., with its principal place of business at 700 North Brand
Boulevard, Suite 220, Glendale, California, 91203 (the “Company”) and Lance Jon Kimmel, with an address of 11693 San
Vicente Boulevard, Suite 357, Los Angeles, California 90049 (“Director”) provides for director services, according
to the following terms and conditions:


 


I.      Services Provided


 


The Company agrees to engage the Director to serve on the Board
of Directors of the Company and to provide those services required of a director under the Company’s Certificate of Incorporation
and Bylaws, as both may be amended from time to time (“Articles and Bylaws”) and under the General Corporation Law
of Delaware, the federal securities laws and other state and federal laws and regulations, as applicable. Director will also serve
on the Audit Committee of the Board of Directors and the Nominating and Corporate Governance Committee of the Board of Directors.


 


II.      Nature of Relationship


 


The Director is an independent contractor and will not be deemed
an employee of the Company for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or
otherwise. The Director shall not enter into any agreement or incur any obligations on the Company’s behalf.


 


The Company will supply, at no cost to the Director: periodic
briefings on the business, director packages for each board and committee meeting, copies of minutes of meetings and any other
materials that are required under the Company’s Articles and Bylaws or the charter of any committee of the board on which
the Director serves and any other materials which may, by mutual agreement, be necessary for performing the services requested
under this Agreement.


 


III.      Director’s Warranties


 


The Director warrants that no other party has exclusive rights
to his services in the specific areas in which the Company is conducting business and that the Director is in no way compromising
any rights or trust between any other party and the Director or creating a conflict of interest as a result of his participation
on the Board of Directors of the Company. The Director also warrants and covenants that so long as the Director serves on the board
of the directors of the Company, the Director will not enter into another agreement that will create a conflict of interest with
this Agreement. The Director further warrants and covenants that he will comply with all applicable state and federal laws and
regulations, as applicable, including Sections 10 and 16 of the Securities and Exchange Act of 1934.


 


Throughout the term of this Agreement, the Director agrees he
will not, without obtaining the Company’s prior written consent, directly or indirectly engage or prepare to engage in any
activity in competition with any the Company business or product, including products in the development stage, accept employment
or provide services to (including service as a member of a board of directors), or establish a business in competition with the
Company.


 






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IV.      Compensation


 


A.  Cash Fee


 


During the term of this Agreement, the Company shall pay the
Director a nonrefundable fee of $1,000 per month in consideration for the Director providing the services described in Section
I which shall compensate him for all time spent preparing for, travelling to (if applicable) and attending Board of Director meetings;
provided, however, that if any board meetings or duties require out-of-town travel time, such additional travel time may be billed
at the rate set forth in subparagraph C of Section IV below.  This cash fee may be revised by action of the Company’s
Board of Directors from time to time.  Such revision shall be effective as of the date specified in the resolution for payments
not yet earned and need not be documented by an amendment to this Agreement.


 


B.    Equity Compensation


 


Issuance of Options. The Company shall grant to the Director
following the completion of the currently proposed public offering an amount to be determined by the Company’s Board of Directors
(with the Director recused from participating on such determination) of non-qualified stock options (the “Options”)
on shares of the Company’s Common Stock (the “Shares”) under the Company’s 2013 Equity Incentive Plan (the
“Plan”) and upon the terms and conditions set forth below. Any vesting attributable to such grant shall be adjusted
to take into account and give credit for the Director having commenced as such as of the date of this Agreement. No options shall
be granted to the Director as of the date of this Agreement.


 


C.    Additional Payments


 


To the extent services described in Section I require out-of-town
trips, such additional travel time may be charged at the rate of $1,200 per day or pro-rated portion thereof. This rate may be
revised by action of the Company’s Board of Directors from time to time for payments not yet earned. Such revision shall
be effective as of the date specified in the resolution and need not be documented by an amendment to this Agreement.


 


D.    Payment


 


Cash fees shall be paid monthly at the end of each month. No
invoices need be submitted by the Director for payment of the cash fee. Invoices for additional payments under subparagraph C of
Section IV, above, shall be submitted by the Director. Such invoices must be approved by the Company’s Chief Executive Officer
as to form and completeness.


 


E.    Expenses


 


The Company will reimburse the Director for reasonable expenses
approved in advance, such approval not to be unreasonably withheld. Invoices for expenses, with receipts attached, shall be submitted.
Such invoices must be approved by the Company’s Chief Executive Officer as to form and completeness.


 


V.      Indemnification and Insurance


 


The Company will execute an indemnification agreement in favor
of the Director substantially in the form of the agreement attached hereto as Exhibit B (the “Indemnification Agreement”).
In addition, so long as the Company’s indemnification obligations exist under the Indemnification Agreement, the Company
shall provide the Director with directors and officer’s liability insurance coverage in the amounts specified in the Indemnification
Agreement.


 






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VI.      Term of Agreement


 


This Agreement shall be in effect from the date hereof through
the last date of the Director’s current term as a member of the Company’s Board of Directors. This Agreement shall
be automatically renewed on the date of the Director’s reelection as a member of the Company’s Board of Director’s
for the period of such new term unless the Board of Directors determines not to renew this Agreement. Any amendment to this Agreement
must be approved by a written action of the Company’s Board of Directors. Amendments to Section IV Compensation hereof do
not require the Director’s consent to be effective.


 


VII.      Termination


 


This Agreement shall automatically terminate upon the death
of the Director or upon his resignation or removal from, or failure to win election or reelection to, the Company’s Board
of Directors.


 


In the event of any termination of this Agreement, the Director
agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary to fulfill
any outstanding obligations hereunder.  The Director agrees that the Company has the right of injunctive relief to enforce
this provision.


 


The Company’s and the Director’s continuing obligations
hereunder in the event of such termination shall be subject to the terms of Section XIV hereof.


 


VIII.      Limitation of Liability


 


Under no circumstances shall the Company be liable to the Director
for any consequential damages claimed by any other party as a result of representations made by the Director with respect to the
Company which are materially different from any to those made in writing by the Company.


 


Furthermore, except for the maintenance of confidentiality,
neither party shall be liable to the other for delay in any performance, or for failure to render any performance under this Agreement
when such delay or failure is caused by Government regulations (whether or not valid), fire, strike, differences with workmen,
illness of employees, flood, accident, or any other cause or causes beyond reasonable control of such delinquent party.


 


IX.      Confidentiality


 


The Director agrees to sign and abide by the Company’s
Director Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.


 


X.      Resolution of Dispute


 


Any dispute regarding this Agreement (including without limitation
its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws
of the State of California, the United States of America.  Any action under this paragraph shall not preclude any party hereto
from seeking injunctive or other legal relief to which each party may be entitled.


 






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XI.      Sole Agreement


 


This Agreement (including agreements executed in substantially
in the form of the exhibits attached hereto) supersedes all prior or contemporaneous written or oral understandings or agreements,
and may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition,
modification or waiver is sought to be asserted.


 


XII.      Assignment


 


This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise
expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned
by either of the parties hereto without the prior written consent of the other party.


 


XIII.      Notices


 


Any and all notices, requests and other communications required
or permitted hereunder shall be in writing, registered mail or by facsimile, to each of the parties at the addresses set forth
above or the numbers set forth below:


 





	The Director:	Lance Jon Kimmel
	 	11693 San Vicente Boulevard, Suite 357
	 	Los Angeles, CA 90049
	 	 
	The Company:	Apollo Medical Holdings, Inc.
	 	700 N. Brand Blvd, Suite 220
	 	Glendale, CA  91203




 


Any such notice shall be deemed given when received and notice
given by registered mail shall be considered to have been given on the tenth (10th) day after having been sent in the manner provided
for above.


 


XIV.      Survival of Obligations


 


Notwithstanding the expiration or termination of this Agreement,
neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of
the time of such expiration or termination (including, without limitation, the Company’s obligation to make any fees and
expense payments required pursuant to Section IV and/or the Company’s indemnification and insurance obligations set forth
in Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration
or termination.


 


XV.  Attorneys’ Fees


 


If any legal action or other proceeding
is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any of the provisions
hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing in defense)
shall be entitled to recover its actual attorneys’ fees and other costs incurred in that action or proceeding, in addition
to any other relief to which it may be entitled.







 


XVI.      Severability


 


Any provision of this Agreement which is determined to be invalid
or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect as though the invalid or unenforceable
provision had not been included herein, unless the removal of the invalid or unenforceable provision would substantially defeat
the intent, purpose or spirit of this Agreement.


 






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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first written above.


 





	Director:	 	Apollo Medical Holdings, Inc.:
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Lance Jon Kimmel	 	Warren Hosseinion, M.D. Chief Executive Officer










 







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EXHIBIT A


 


PROPRIETARY INFORMATION AGREEMENT


 


THIS BOARD OF DIRECTORS’ PROPRIETARY INFORMATION AGREEMENT
(“Agreement”) is made and entered into as of this 9th day of April, 2015 by and between APOLLO MEDICAL HOLDINGS,
INC., a Delaware corporation (“ApolloMed”), and LANCE JON KIMMEL (the “Director”).


 


RECITALS


 


WHEREAS, the Director has been elected to serve on the Board
of Directors of ApolloMed;


 


WHEREAS, the parties desire to assure the confidential status
of the information which may be disclosed by ApolloMed to the Director in connection with the Director serving on ApolloMed’s
Board of Directors;


 


NOW THEREFORE, in reliance upon and in consideration
of the following undertaking, the parties agree as follows:


 


AGREEMENT


 


1.      
Subject to the limitations set forth in Paragraph 2, all information disclosed by ApolloMed to the Director shall be deemed to
be "Proprietary Information".  In particular, Proprietary Information shall be deemed to include any information,
process, technique, algorithm, program, design, drawing, formula or test data relating to any research project, work in process,
future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to ApolloMed, its
present or future products, sales, suppliers, customers, employees, investors, or business, whether or oral, written, graphic or
electronic form.


 


2.      
The term "Proprietary Information" shall not be deemed to include the following information: (i) information which is
now, or hereafter becomes, through no breach of this Agreement on the part of the Director, generally known or available to the
public; (ii) is known by the Director at the time of receiving such information; (iii) is hereafter furnished to the Director by
a third party, as a matter of right and without restriction on disclosure; or (iv) is the subject of a written permission to disclose
provided by ApolloMed.


 


3.      
The Director shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any
Proprietary Information received from ApolloMed.  The Director may use such Proprietary Information only to the extent required
to accomplish the purposes of his position as a Director of ApolloMed.  The Director shall not use Proprietary Information
for any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the
export control laws of the United States.  No other rights of licenses to trademarks, inventions, copyrights, or patents are
implied or granted under this Agreement.


 


4.      
Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.


 


5.      
The Director represents, warrants and covenants that he shall protect the Proprietary Information received with at least the same
degree of care used to protect his own Proprietary Information from unauthorized use or disclosure. 


 


6.      
All Proprietary Information (including all copies thereof) shall remain in the property of ApolloMed, and shall be returned to
ApolloMed (or destroyed) after the Director's need for it has expired, or upon request of ApolloMed, and in any event, upon the
termination of that certain Board of Directors Agreement, of even date herewith, between ApolloMed and the Director (the “Director
Agreement”).


 






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7.      
Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:


 


(a)   is in response to a valid order, including a
subpoena, of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that
to the extent reasonably feasible, the Director shall first have given ApolloMed notice of the Director’s receipt of such
order and ApolloMed shall have had an opportunity to obtain a protective order requiring that the Proprietary Information so disclosed
be used only for the purpose for which the order was issued;


 


(b)   is otherwise required by law; or


 


(c)   is otherwise necessary to establish rights or
enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.


 


8.      
This Agreement shall continue in full force and effect during the term of the Director Agreement. This Agreement may be terminated
at any time thereafter upon thirty (30) days written notice to the other party.  The termination of this Agreement shall not
relieve the Director of the obligations imposed by Paragraphs 3, 4, 5 and 11 of this Agreement with respect to Proprietary information
disclosed prior to the effective date of such termination and the provisions of these Paragraphs shall survive the termination
of this Agreement for a period of eighteen (18) months from the date of such termination.


 


9.    
This Agreement shall be governed by the laws of the State of California as those laws are applied to contracts entered into and
to be performed entirely in California by California residents.


 


10.     
This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and may
not be changed, modified, amended or supplemented except by a written instrument signed by both parties.


 


11.     
Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Director, including, without
limitation, an actual or threatened disclosure of Proprietary Information without the prior express written consent of ApolloMed,
ApolloMed will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate
compensation for, such injury.  Accordingly, each party hereby agrees that ApolloMed shall be entitled to specific performance
of the Director's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent
jurisdiction.





 





	Director:	 	 	Apollo Medical Holdings, Inc.
	 	 	 	 	 
	Signature:	 	 	Signature:	 
	 	 	 	 	 
	Print Name:	Lance Jon Kimmel	 	Print Name:	 
	 	 	 	 	 
	 	 	 	Title:	 




 







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EXHIBIT B


 


INDEMNIFICATION AGREEMENT


 




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INDEMNIFICATION AGREEMENT


 


INDEMNIFICATION AGREEMENT
(this “Agreement”) dated as of April 9, 2015 by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the
“Company”) and LANCE JON KIMMEL ( “Indemnitee”).


 


R E C I T A L S


 


A.The Company and
Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, stockholders,
controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions
in the coverage of such insurance.


 


B. The Company
and Indemnitee further recognize the substantial increase in corporate litigation in general, which subjects directors, officers,
employees, controlling persons, stockholders, agents and fiduciaries to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited.


 


C. Indemnitee does
not regard the current protection available as adequate under the present circumstances, and Indemnitee and other directors, officers,
employees, stockholders, controlling persons, agents and fiduciaries of the Company may not be willing to serve in such capacities
without additional protection.


 


D.The Company (i)
desires to attract and retain highly qualified individuals and entities, such as Indemnitee, to serve the Company and, in part,
in order to induce Indemnitee to be involved with the Company and (ii) wishes to provide for the indemnification and advancing
of expenses to Indemnitee to the maximum extent permitted by law.


 


E. In view of the
considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein.


 


NOW, THEREFORE, the
Company and Indemnitee hereby agree as follows:


 


1.Indemnification


 


a.Indemnification
of Expenses. The Company shall indemnify and hold harmless Indemnitee (including its respective directors, officers, partners,
former partners, members, former members, employees, agents and spouse, as applicable) and each person who controls any of them
or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”),
or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the fullest extent permitted
by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to
or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution
mechanism, or any hearing, inquiry or investigation that Indemnitee believes might lead to the institution of any such action,
suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter
a “Claim”) by reason of (or arising in part or in whole out of) any event or occurrence related to the fact that Indemnitee
is or was or may be deemed a director, officer, stockholder, employee, controlling person, agent or fiduciary of the Company, or
any subsidiary of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer,
stockholder, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity
including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation,
legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any
claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law
or otherwise or which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company
or to any fiduciary obligation owed with respect thereto or as a direct or indirect result of any Claim made by any stockholder
of the Company against Indemnitee and arising out of or related to any round of financing of the Company (including but not limited
to Claims regarding non-participation, or non-pro rata participation, in such round by such stockholder), or made by a third party
against Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure
imposed on the Company by federal or state securities or common laws (hereinafter an “Indemnification Event”) against
any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with
investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments,
fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee
as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter “Expenses”),
including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment
of Expenses shall be made by the Company as soon as practicable but in any event no later than ten (10) days after written demand
by Indemnitee therefor is presented to the Company.


 






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b.Reviewing Party.
Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as defined in Section 10(e) hereof) shall not have determined, in a written opinion in any case in which the Independent
Legal Counsel referred to in Section 1(e) hereof is involved, that Indemnitee would not be permitted to be indemnified under applicable
law, and (ii) Indemnitee acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses
to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and
to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the
Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect
thereto and as to which all rights of appeal therefrom have been exhausted or lapsed. Indemnitee’s obligation to reimburse
the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change
in Control (as defined in Section 10(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there
has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent
Legal Counsel referred to in Section 1(e) hereof. In making the determination provided for in this Section 1(b), the Reviewing
Party or Independent Legal Counsel, as the case may be, shall presume that the Indemnitee is entitled to the full benefits of indemnification
and all other rights provided for in this Agreement, and anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion, by clear and convincing evidence. If there has been no determination by the Reviewing Party or if
the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging
any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such proceeding.


 






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c.Contribution.
If the indemnification provided for in Section 1(a) above for any reason is held by a court of competent jurisdiction to be unavailable
to Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu
of indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as a result of such losses,
claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by
the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses
or liabilities, as well as any other relevant equitable considerations. In connection with the registration of the Company’s
securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions
that the net proceeds from the offering (before deducting expenses) received by the Company and Indemnitee, in each case as set
forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities
so offered. The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


The Company and Indemnitee
agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per
capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall
Indemnitee be required to contribute any amount under this Section 1(c) in excess of the lesser of (i) that proportion of the total
of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such
registration statement which is being sold by Indemnitee or (ii) the proceeds received by Indemnitee from its sale of securities
under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.


 






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d.Survival Regardless
of Investigation. The indemnification and contribution provided for in this Section 1 will remain in full force and effect
regardless of any investigation made by or on behalf of Indemnitee or any officer, director, employee, agent or controlling person
of Indemnitee.


 


e.Change in Control.
The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved
by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then, with
respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any
other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”), or Bylaws
as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified
under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


f.Mandatory Payment
of Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action,
suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein,
Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection herewith.


 


2.Expenses;
Indemnification Procedure.


 


a.Advancement
of Expenses. The Company shall advance all Expenses incurred by Indemnitee. The advances to be made hereunder shall be paid
by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by Indemnitee
therefor to the Company.


 


b.Notice/Cooperation
by Indemnitee. Indemnitee shall give the Company notice as soon as practicable of any Claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer
of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate
in writing to Indemnitee).


 


c.No Presumptions;
Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination
as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by
the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement
of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law,
shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct
or did not have any particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.


 






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d.Notice to Insurers.
If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability
insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim
to the insurers in accordance with the procedures set forth in each of the policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such policies.


 


e.Selection of
Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled
to assume the defense of such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to Indemnitee
of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention
of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s
counsel in any such Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection
with any such proceeding, and the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company, if such
counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in
the defense of such proceeding; and (iii) if (A) the employment of counsel by Indemnitee has been previously authorized by the
Company, (B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee
in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, Indemnitee
shall have the right to employ its own counsel and the fees and expenses of Indemnitee’s counsel shall be at the expense
of the Company.


 


3.Additional
Indemnification Rights; Nonexclusivity.


 


a.Scope. The
Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, as currently in effect and as the same may
exist in the future, even if indemnification is not specifically authorized by the other provisions of this Agreement or any other
agreement, the Certificate, the Company’s Bylaws or by statute. In the event of any change after the date of this Agreement
in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its Board of
Directors or an officer, stockholder, employee, controlling person, agent or fiduciary, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder except as set forth in
Section 8(a) hereof.


 






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b.Nonexclusivity.
Notwithstanding anything in this Agreement, the indemnification provided by this Agreement shall be in addition to any rights to
which Indemnitee may be entitled under the Certificate, the Company’s Bylaws, any agreement, any vote of stockholders or
disinterested directors, the laws of the State of Delaware, or otherwise. Notwithstanding anything in this Agreement, the indemnification
provided under this Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while serving in an
indemnified capacity even though Indemnitee may have ceased to serve in such capacity and indemnification shall inure to the benefit
of Indemnitee from and after Indemnitee’s first day of service as a director with the Company or affiliation with a director
from and after the date such director commences services as a director with the Company.


 


4.No Duplication
of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against
any Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate, Bylaws
or otherwise) of the amounts otherwise indemnifiable hereunder.


 


5.Partial Indemnification.
If any Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


 


6.Mutual Acknowledgement.
The Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company
from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise.


 


7.Liability
Insurance. During any period of time any Indemnitee is entitled to indemnification rights under this Agreement, the Company
shall maintain liability insurance applicable to directors, officers, employees, control persons, agents or fiduciaries, Indemnitee
shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the
most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee
is not a director of the Company but is an officer; or of the Company’s key employees, controlling persons, agents or fiduciaries,
if Indemnitee is not an officer or director but is a key employee, agent, control person, or fiduciary. Said liability insurance
shall provide coverage amounts of no less than those specified in Schedule A attached hereto and be held with an insurance carrier
which is the Board of Directors of the Company believes is of financial sound condition.


 






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8.Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


a.Claims Under
Section 16(b). To indemnify any Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute;


 


b.Unlawful Indemnification.
To indemnify Indemnitee if a final decision by a court having jurisdiction in the matter, and as to which all rights of appeal
therefrom have been exhausted or lapsed, shall determine that indemnification is not lawful;


 


c.Fraud. To
indemnify Indemnitee if a final decision by a court having jurisdiction in the matter, and as to which all rights of appeal therefrom
have been exhausted or lapsed, shall determine that Indemnitee has committed fraud on the Company; or


 


d.Insurance.
To indemnify any Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance
policy.


 


9.Period of
Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against
any Indemnitee, any Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration
of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such five (5) year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.


 


10.Construction
of Certain Phrases.


 


a.For purposes of
this Agreement, references to the “Company” shall 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, employees, agents or fiduciaries, so that
if Indemnitee is or was or may be deemed a director, officer, employee, agent, control person, or fiduciary of such constituent
corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director, officer,
employee, control person, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting
or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.


 


b.For purposes of
this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on any Indemnitee with respect to an employee benefit plan; and references to “serving
at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if any Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 






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c.For purposes of
this Agreement a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term
is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding Voting
Securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or
(B) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities
of the Company representing more than 30% of the total voting power represented by the Company’s then outstanding Voting
Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any
other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving
entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions)
all or substantially all of the Company’s assets.


 


d.For purposes of
this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, duly admitted to practice
and in good standing in any applicable State, selected in accordance with the provisions of Section 1(e) hereof, who shall not
have otherwise performed services for the Company or any Indemnitee within the last three (3) years (other than with respect to
matters concerning the right of any Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).


 


e.For purposes of
this Agreement, a “Reviewing Party” shall mean a majority of the Board of Directors (with the Indemnitee recused from
participating in any such determination), or Independent Legal Counsel.


 


f.For purposes of
this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the election of
directors.


 






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11.Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


12.Binding Effect;
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect
with respect to any Claim relating to any Indemnification Event, regardless of whether any Indemnitee continues to serve as a director,
officer, employee, agent, controlling person, or fiduciary of the Company or of any other enterprise, including subsidiaries of
the Company, at the Company’s request.


 


13.Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or thereof, any Indemnitee shall be entitled to be paid
all Expenses incurred by Indemnitee with respect to such action if Indemnitee substantially prevails in such action. In the event
of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid Expenses incurred by Indemnitee in defense of such action (including costs and
expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the
advancement of Expenses with respect to such action, in each case only to the extent that Indemnitee is ultimately successful in
such action.


 


14.Notice.
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall
in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service,
if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business
day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery
by facsimile transmission, if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall
be addressed if to Indemnitee, at Indemnitee’s address as set forth beneath the Indemnitee’s signature to this Agreement
and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such other address as such
party may designate by ten (10) days’ advance written notice to the other party hereto.


 


15.Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within
a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest extent permitted by law, as currently in effect and as the
same may exist in the future. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without
limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that
is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.


 






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16.Choice of
Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State
of Delaware, as applied to contracts between Delaware residents, entered into and to be performed entirely within the State of
Delaware, without regard to the conflict of laws principles thereof.


 


17.Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.


 


18.Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is
in writing signed by the parties to be bound thereby. Notice of same shall be provided to all parties hereto. No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.


 


19.Corporate
Authority. The Board of Directors of the Company have approved the terms of this Agreement in accordance with Delaware law.


 


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blank)


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


	 	APOLLO MEDICAL HOLDINGS, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:  	               
	 	 	Warren Hosseinion, M.D., Chief Executive Officer
	 	 	 
	 	 	 
	 	 
	 	Lance Jon Kimmel


 




    	S-1



    	 



    

 


Schedule A


 


Liability Insurance


 








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