EXHIBIT C


APOLLO
MEDICAL HOLDINGS, INC.


FORM OF INVESTOR WARRANT


 


THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144
UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE
STATE LAW IS AVAILABLE.


 


STOCK PURCHASE WARRANT


 


To Purchase _________________________________
Shares of Common Stock


( ______________ shares)


 


	No. 2012-	Issue Date:  _______, 2012




 


THIS CERTIFIES that, for value received,


____________________________________________ ________________________
(the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after
the date hereof, to subscribe for and purchase, from APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the "Company"),
of the fully paid non-assessable shares of the Company's common stock, $0.001 par value per share ("Common Stock") at
a purchase price of $0.45 per share or a lesser price as described in Section 11c, provided that such right will terminate, if
not terminated earlier in accordance with the provisions hereof, at 5:00 p.m. (California time) on January 31, 2018 (the "Expiration
Date").


 


The purchase price and the number of shares for which these
warrants (the "Warrants") is exercisable are subject to adjustment, as provided herein and specifically in Section 11.


 


These Warrants were issued in connection with the Company's
private offering (the "Offering") of units of the Company's securities (the "Units"), each Unit consisting
of $50,000 par value 9% Senior Subordinated Callable Convertible Promissory Notes maturing February 15, 2016 and 37,500 warrants
to purchase one share of the Company's Common Stock until January 31, 2018 (a "Warrant Share"), pursuant to a Private
offering Memorandum dated November ____, 2012 (the "Memorandum") and is subject to the terms of a Subscription Agreement
(the "Subscription Agreement") dated the date hereof to which the initial Holder is a party. Capitalized terms used and
not otherwise defined herein will have the respective meanings ascribed to such terms in the Memorandum.


 


As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:


 


(a) The term "Company" shall include
Apollo Medical Holdings, Inc., f/k/a Silicone Inc. and any corporation that shall succeed or assume the obligations of Apollo Medical
Holdings, Inc. hereunder.


 


(b) The term "Warrant Shares"
includes (i) the Company's common stock and (ii) any other securities into which or for which any of the Common Stock may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 






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(c) The term "Other Securities"
refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise)
which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant,
in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or
in replacement of Common Stock or Other Securities.


 


(d) The term "Exercise Price"
shall be $0.45 per share or a lesser price per share as described in Section 11c, subject to adjustment pursuant to the terms hereof.


 


		1.	Number of Shares Issuable upon Exercise.



 


Unless sooner terminated in accordance herewith,
from and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise
of these Warrants in whole or in part, the number of shares of Common Stock of the Company set forth on the first page of these
Warrants, subject to adjustment pursuant hereto, by delivery of an original or fax copy of the exercise notice attached hereto
as Exhibit A (the "Notice of Exercise") along with payment to the Company of the Exercise Price.


 


		2.	Exercise of Warrant.



 


(a) The purchase rights represented by these
Warrants are exercisable by the registered Holder hereof, in whole at any time or in part from time to time by delivery of the
Notice of Exercise duly completed and executed at the office of the Company in California (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the
books of the Company), and upon payment of the Exercise Price of the shares thereby purchased (cash, bank wire transfer, or by
certified or official bank check payable to the order of the Company in an amount equal to the Exercise Price of the shares thereby
purchased); whereupon the Holder of these Warrants shall be entitled to receive a certificate for the number of Warrant Shares
so purchased; provided that the Company will place on each certificate a legend substantially the same as that appearing on these
Warrants, in addition to any legend required by any applicable state or federal law. If these Warrants are exercised in part, the
Company will issue to the Holder hereof a new Warrant upon the same terms as these Warrants but for the balance of Warrant Shares
for which these Warrants remains exercisable. The Company agrees that upon exercise of these Warrants the Holder shall be deemed
to be the record owner of the shares issued upon exercise as of the close of business on the date on which these Warrants shall
have been exercised as aforesaid. These Warrants will be surrendered at the time of exercise or if lost, stolen, misplaced or destroyed,
the Holder will comply with Section 7 below (b) Certificates for shares purchased hereunder shall be delivered to the Holder hereof
within a reasonable time after the date on which these Warrants shall have been exercised as aforesaid.


 


(c) The Company covenants that all Warrant
Shares which may be issued upon the exercise of rights represented by these Warrants will, upon exercise of the rights represented
by these Warrants, be fully paid and non-assessable and free from all preemptive rights, taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue which shall be paid
by the Company in accordance with Section 4 below).


 


		3.	No Fractional Shares.



 


The Company shall not be required to issue
fractional Warrant Shares upon the exercise of these Warrants or to deliver Warrant Certificates that evidence fractional Warrant
Shares. In the event that a fraction of a Warrant Share would, except for the provisions of this Section 3, be issuable upon the
exercise of these Warrants, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction
multiplied by the Per Share Market Value of the Warrant Share.


 


For purposes of these Warrants, the Per
Share Market Value shall be determined as follows: As used herein, "Per Share Market Value" means on any particular date
(a) the closing bid price per share of Common Stock on such date on the national securities exchange on which the shares of Common
Stock are then listed or quoted, or if there is no such price on such date, then the average of the closing bid and asked prices
on the national securities exchange on the date nearest preceding such date, (b) if the shares of Common Stock are not then listed
or quoted on a national securities exchange, the average of the closing bid and asked prices for a share of Common Stock in the
over-the-counter market, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service,
at the close of business on such date, or (c) if the shares of Common Stock are not then publicly traded, the fair market value
of a share of Common Stock as determined by an appraiser selected in good faith by the Holders of a majority in interest of the
Warrants then outstanding.


 






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		4.	Charges, Taxes and Expenses.



 


Issuance of certificates for Warrant Shares
upon the exercise of these Warrants shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder of these Warrants, or in such name or names as may be directed by the Holder
of these Warrants; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the
name of the Holder of these Warrants, these Warrants, when exercised, shall be accompanied by the Assignment Form attached hereto
as Exhibit B (the "Assignment Form") duly executed by the Holder hereof; and provided further, that upon any transfer
involved in the issuance or delivery of any certificates for Warrant Shares, the Company may require, as a condition thereto, that
the transferee execute an appropriate investment representation as may be reasonably required by the Company.


 


		5.	No Rights as Shareholders.



 


These Warrants does not entitle the Holder
hereof to any voting rights or other rights as a Shareholder of the Company prior to the exercise hereof.


 


		6.	Exchange and Registry of Warrant.



 


These Warrants is exchangeable, upon the
surrender hereof by the registered Holder at the above-mentioned office or agency of the Company, for a new Warrant or Warrants
aggregating the total Warrant Shares of the surrendered Warrant of like tenor and dated as of such exchange. The Company shall
maintain at the above-mentioned office or agency a registry showing the name and address of the registered Holder of these Warrants.
These Warrants may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of
the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.


 


		7.	Loss, Theft, Destruction or Mutilation of Warrant.



 


Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of these Warrants, and in case of loss, theft or destruction,
of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of these Warrants, if mutilated, the Company will make and deliver a new Warrant of like tenor
(but with no additional rights or obligations) and dated as of such cancellation, in lieu of these Warrants.


 


		8.	Saturdays, Sundays, Holidays, etc.



 


If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday,
then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.


 


		9.	Cash Distributions.



 


No adjustment on account of cash dividends
or interest on the Company's Common Stock or Other Securities that may become purchasable hereunder will be made to the Exercise
Price under these Warrants.


 


		10.	Consolidation, Merger or Sale of the Company.



 


If the Company is a party to a consolidation,
merger or transfer of assets that reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Company's obligations
under these Warrants. Upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and
amount of securities, cash or other assets that the holder of a Warrant would have owned immediately after the consolidation, merger
or transfer if the holder had exercised the Warrant immediately before the effective date of such transaction. As a condition to
the consummation of such transaction, the Company shall arrange for the person or entity obligated to issue securities or deliver
cash or other assets upon exercise of the Warrant to, concurrently with the consummation of such transaction, assume the Company's
obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be as nearly equivalent
as may be practical to the adjustments provided for in this Section 10.


 






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		11.	Adjustments in the Exercise Price



 


The number of shares and class of capital
stock purchasable under these Warrants are subject to adjustment from time to time as set forth in this Section 11.


 


(a) Adjustment for change in capital stock.
If the Company:


 


(i) pays a dividend or makes a
distribution on its Common Stock, in each case, in shares of its Common Stock;


(ii) subdivides its outstanding
shares of Common Stock into a greater number of shares;


(iii) combines its outstanding
shares of Common Stock into a smaller number of shares;


(iv) makes a distribution on its
Common Stock in shares of its capital stock other than Common Stock; or


(v) issues by reclassification
of its shares of Common Stock any shares of its capital stock;


 


then the number and classes of shares purchasable upon exercise
of each Warrant in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter exercised
may receive the number and classes of shares of capital stock of the Company which such holder would have owned immediately following
such action if such holder had exercised the Warrant immediately prior to such action.


 


For a dividend or distribution the adjustment
shall become effective immediately after the record date for the dividend or distribution. For a subdivision, combination or reclassification,
the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification.


 


If after an adjustment the Holder, upon
exercise of a Warrant, may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the
Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock.
After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock in these Warrants. Notwithstanding the allocation
of the Exercise Price between or among shares of capital stock as provided by this Section 11(a), a Warrant may only be exercised
in full by payment of the entire Exercise Price currently in effect.


 


(b) The Company will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of
this Section 11 and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights
of the Holders of these Warrants against impairment.


 


		12.	Certificate as to Adjustments.



 


In each case of any adjustment or readjustment
in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly
cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the
terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company
for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number
of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number
of shares of Common Stock to be received upon exercise of these Warrants, in effect immediately prior to such adjustment or readjustment
and as adjusted or readjusted as provided in these Warrants. The Company will forthwith mail a copy of each such certificate to
the Holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 16 hereof).


 






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		13.	Reservation of Stock Issuable on Exercise of Warrant.



 


The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from
time to time issuable on the exercise of the Warrant.


 


		14.	Assignment; Exchange of Warrant.



 


Subject to compliance with applicable securities
laws, these Warrants, and the rights evidenced hereby, may be transferred by any registered Holder hereof (a "Transferor")
with respect to any or all of the shares underlying these Warrants. On the surrender for exchange of these Warrants, with the Transferor's
duly executed Assignment Form and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from the Transferor's counsel that such transfer is exempt
from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor
of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor,
in the name of the Transferor and/or the transferee(s) specified in such Assignment Form (each a "Transferee"), calling
in the aggregate on the face or faces thereof for the number of Warrant Shares called for on the face or faces of the Warrant so
surrendered by the Transferor; and provided further, that upon any such transfer, the Company may require, as a condition thereto,
that the Transferee execute an appropriate investment representation as may be reasonably required by the Company.


 


		15.	Registration Rights.



 


The Company has agreed to register the Warrant
Shares in any subsequent registration statement filed by the Company with the SEC, so that Holders shall be entitled to sell the
same simultaneously with and upon the terms and conditions as the securities sold for the Company's account are being sold pursuant
to any such registration statement, subject to such lock-up provisions as may be proposed by the underwriter of said registration
statement (the "Piggyback Registration Right"). There is no guarantee as to a time frame for the filing of such a registration
statement.


 


		16.	Warrant Agent.



 


The Company may, by written notice to each
Holder of a Warrant, appoint an agent for the purpose of issuing Common Stock (or Other Securities) on the exercise of these Warrants
pursuant to Section 2, exchanging these Warrants pursuant to Section 14, and replacing these Warrants pursuant to Section 7, or
any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office
by such agent.


 


		17.	Notices, etc.



 


All notices shall be in writing signed by
the party giving such notice, and delivered personally or sent by overnight courier or messenger or sent by registered or certified
mail (air mail if overseas), return receipt requested, or by telex, facsimile transmission, telegram or similar means of communication.
Notices shall be deemed to have been received on the date of personal, telex, facsimile transmission, telegram or similar means
of communication, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day
after deposit with the courier or messenger, or if sent by certified or registered mail, return receipt requested, shall be deemed
to have been received on the third business day after the date of mailing. Notices shall be sent to the addresses set forth below
each party's signature on the Subscription Agreement.


 






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		18.	Notices of Record Date.



 


In case,


(a) The Company takes a record
of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class
or to receive a dividend, distribution or any other rights; or


 


(b) There is any capital reorganization
of the Company, reclassification of the capital stock of the Company (other than a subdivision or combination of its outstanding
shares of Common Stock), or consolidation or merger of the Company with or into another corporation which does not constitute a
sale of the Company; or


 


(c) There is a voluntary or involuntary
dissolution, liquidation or winding up of the Company;


 


then, and in any such case, the Company shall cause to be mailed
to the Holder, at least 20 business days prior to the date hereinafter specified, a notice stating the date on which (i) a record
is to be taken for the purpose of such dividend, distribution or rights, or (ii) such reclassification, reorganization, consolidation,
merger, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up.


 


		19.	Amendments and Supplements.



 


(a) The Company may from time to time supplement
or amend these Warrants without the approval of any Holders in order to cure any ambiguity or to be correct or supplement any provision
contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to
matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially
adversely affect the interest of the Holder. All other supplements or amendments to these Warrants must be signed by the party
against whom such supplement or amendment is to be enforced.


 


(b) Notwithstanding Section 19(a), the Company
may at any time during the term of these Warrants reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.


 


		20.	Investment Intent.



 


Holder represents and warrants to the Company
that Holder is acquiring the Warrants for investment and with no present intention of distributing or reselling any of the Warrants.


 


		21.	Certificates to Bear Language.



 


The Warrants and the Warrant Shares issuable
upon exercise thereof shall bear the following legend by which Holder shall be bound:


 


"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT IS AVAILABLE."


 


Certificates for Warrants or Warrant Shares without such legend
shall be issued if such Warrants or Warrant Shares are sold pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Act"), or if the Company has received an opinion from counsel reasonably satisfactory to
counsel for the Company, that such legend is no longer required under the Act.


 






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		22.	Miscellaneous.



 


(a) These Warrants shall be governed by
and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. The parties
submit to the jurisdiction of the Courts of the County of Los Angeles, State of California or a Federal Court empanelled in the
State of California for the resolution of all legal disputes arising under the terms of these Warrants, including, but not limited
to, enforcement of any arbitration award. The Company and the Holder agree to submit to the jurisdiction of such courts and waive
trial by jury.


 


(b) If any action or proceeding is brought
by the Company on the one hand or by the Holder on the other hand to enforce or continue any provision of these Warrants, the prevailing
party's costs and expenses, including its reasonable attorney's fees, in connection with such action or proceeding shall be paid
by the other party.


 


(c) In the event that any provision of these
Warrants is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other
provision of these Warrants.


 


(d) The headings in these Warrants are for
purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 


IN WITNESS WHEREOF, the Company has caused
these Warrants to be executed by its officers thereunto duly authorized as of the date first written above.


 


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




 






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EXHIBIT A


TO


WARRANT


NOTICE OF EXERCISE


To Be Executed by the Holder


in Order to Exercise the Warrant


The undersigned Holder hereby elects to
purchase _______ Shares pursuant to the attached Warrant, and requests that certificates for securities be issued in the name of:


__________________________________________________________


(Please type or print name and address)


__________________________________________________________


__________________________________________________________


__________________________________________________________


(Social Security or Tax Identification Number)


and delivered


to:_________________________________________________________________


___________________________________________________________________.


(Please type or print
name and address if different from above)


If such number of Shares being purchased
hereby shall not be all the Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of such
Shares shall be registered in the name of, and delivered to, the Holder at the address set forth below.


 


In full payment of the purchase price with
respect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $__________ by check, money
order or wire transfer payable in United States currency to the order of [________________].


 


	 	HOLDER:
	 	 
	Dated:	By:	/s/ 
	 	 	Name
	 	 	Title 


 






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EXHIBIT B


TO


WARRANT


FORM OF ASSIGNMENT


(To be signed only on
transfer of Warrant)


For value received, the undersigned hereby
sells, assigns, and transfers unto _____________ the right represented by the within Warrant to purchase ______ shares of Common
Stock of _________, Inc., a Delaware corporation, to which the within Warrant relates, and appoints ____________________ Attorney
to transfer such right on the books of ____________, Inc., a Delaware corporation, with full power of substitution of premises.


 


	Dated:	By:	/s/
	 	 	Name
	 	 	Title
	 	 	(signature must conform to name of holder as specified on the fact of the
Warrant)
	 	 	 
	 	 	Address:


 


Signed in the presence of :


 


Dated:


 






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