Exhibit 10.3


 


INDEMNIFICATION AGREEMENT


 


INDEMNIFICATION AGREEMENT
(this “Agreement”) effective as of December __, 2017 by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation
(the “Company”) and ______ (“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.           This
Agreement forms part of the consideration for Indemnitee to serve, or to continue to serve, as an officer or director of the Company,
and allows Indemnitee to fulfill his or her fiduciary duties under law and take on actions for or on behalf of the Company.


 


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


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, 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 described 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 (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 Company’s
Board of Directors (the “Board”), 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 Board 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. 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. Any determination by the Reviewing
Party otherwise shall be conclusive and binding on the Company and Indemnitee.


 


c.           Contribution.
If the indemnification provided for in Section 1(a) above for any reason is determined by the Reviewing Party or 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, to the fullest extent permissible under applicable
law, contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities
in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee and 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 losses, claims, damages, expenses
or liabilities resulting from 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 them, 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.


 






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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 losses, claims, damages, expenses or liabilities resulting from 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 Indemnitee’s proportion of the total securities being offered under such registration statement or (ii) the proceeds
received by Indemnitee from its securities sold under the registration statement. Notwithstanding this Section 1(c), 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.


 


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 Board 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. Subject to Section 1(b) hereof, 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 written notice as soon as practicable of any Claim made against Indemnitee
for which indemnification will or could be sought under this Agreement; provided, however, that any failure or delay in giving
such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i) the Company
is not aware of such Claim and (ii) the Company is materially prejudiced by such failure or delay. The written notice to
the Company shall include a description of the nature of and the facts underlying the Claim and 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).


 






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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.


 


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 applicable 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 is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled
to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by Indemnitee
(such approval shall not be unreasonably withheld, delayed or conditioned), 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 sole expense; (ii) Indemnitee shall have the right to employ Indemnitee’s
own counsel in connection with such proceeding, 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 Claim; and (iii) if the
Company and Indemnitee have mutually concluded that there is a conflict of interest between them in the conduct of the defense
of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee’s
counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be
at the expense of the Company.


 


3.           Additional
Indemnification Rights; Non-Exclusivity.


 


a.           Scope.
The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted by law, even if
indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Company’s
Certificate and 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, employee,
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.


 


b.           Non-Exclusivity.
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 Company’s Certificate or 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.


 






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


 


5.           Partial
Indemnification. If 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 thereunder.


 


6.           Mutual
Acknowledgement. The Company and Indemnitee acknowledge that in certain instances, applicable law or 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 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 $3 million and shall be held with an insurance carrier which the Board believes
is of financially sound condition.


 


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 Indemnitee for Expenses arising from or in connection with any Claims for which a final
decision by a court having jurisdiction in the matter determines that Indemnitee sold or purchased the Company’s securities
in violation of Section 16(b) of the Exchange Act or any similar successor statute;


 


b.           Compensation
Recovery Claims. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for any reimbursement
of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by
Indemnitee from the sale of securities of the Company, as required under the Exchange Act (including any such reimbursements that
rise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended (the
“Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act);


 


c.           Indemnitee
Claims. To indemnify Indemnitee for Expenses arising from or in connection with any Claims initiated or brought voluntarily
by Indemnitee not by way of defense, except with respect to Claims brought to establish or enforce a right to indemnification
under this Agreement, the Company’s Certificate and Bylaws or any applicable law;


 


d.           Unlawful
Indemnification. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision
by a court having jurisdiction in the matter determines that such indemnification is not lawful;


 


e.           Fraud.
To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision by a court having
jurisdiction in the matter determines that Indemnitee has committed fraud on the Company; and


 


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


 






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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 Indemnitee or 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 enterprise” shall include any employee benefit plan of the Company;
references to “fines” shall include any excise taxes assessed on 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 of the Company, its participants or its beneficiaries.


 


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 beneficial ownership of such securities by 5% or more, 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 and any new director whose
election by the Board 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. “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.


 


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


 






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e.           For
purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or
members of the Board or any other person or body appointed by the Board, who is not a party to the particular Claim for which
Indemnitee is seeking indemnification, such as a committee of the Board or Independent Legal Counsel.


 


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 Claims relating to Indemnifiable Events regardless of whether 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, Indemnitee shall be entitled to be paid
all Expenses incurred by Indemnitee with respect to such action if Indemnitee is ultimately successful 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 the 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 hereof shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, 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.


 


16.           Resolution
of Dispute. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the
State of Delaware, without regard to the conflict of laws principles thereof. To the fullest extent permitted by law, and unless
the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall
be the sole and exclusive forum for all purposes in connection with any dispute regarding, arising out of or relating to this
Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages).


 






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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 has approved the terms of this Agreement.


 


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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.,	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Warren Hosseinion, M.D.	 
	 	Title:	Co-Chief Executive Officer	 
	 	 	700 North Brand Boulevard, Suite 220, Glendale, California 91203	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	[FULL NAME]	 
	 	 	 	 
	 	 	[ADDRESS]	 





 






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