Exhibit 10.5	EXECUTION COPY


 


FORM OF COMMON
STOCK PURCHASE WARRANT


 


THIS WARRANT AND
THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER, SALE, TRANSFER,
PLEDGE OR HYPOTHECATION IS PERMITTED UNDER RULE 144 OF THE ACT OR IS OTHERWISE EXEMPT FROM SUCH REGISTRATION.


 


APOLLO MEDICAL
HOLDINGS, INC.


 


Common Stock Purchase
Warrant


 


	Warrant Shares:  2,000,000	Issue Date:  March 28, 2014


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, NNA of Nevada, Inc., its successors
and permitted assigns (together, “Holder”) is entitled, at any time on or after March 28, 2017 (the “Third
Anniversary Date”), and prior to 5:00 p.m., New York City time, on March 28, 2021 (the “Expiration Date”),
to purchase from Apollo Medical Holdings, Inc., a Delaware corporation (“Company”), up to the number of fully
paid and non-assessable shares (the “Shares”) of Common Stock, par value $0.001 per share, of Company (the “Common
Stock”) specified above (the “Warrant Shares”) at an initial exercise price of $2.00 per Share (the
“Warrant Exercise Price”) or to convert this Warrant into Shares, in each case subject to the provisions and
upon the terms and conditions set forth in this Warrant. This Warrant has been issued pursuant to an Investment Agreement, dated
as of March 28, 2014, between Company and Holder (as it may be amended from time to time in accordance with its terms, the “Investment
Agreement”). Capitalized terms used herein and not defined shall have the meanings given thereto in the Investment Agreement.


 


1.           EXERCISE.


 


1.1           Method
of Exercise. Holder may exercise this Warrant in whole or in part to purchase Shares for cash by (a) delivering to Company,
in accordance with Section 6.2, a duly executed copy of a Notice of Exercise in substantially the form attached as Appendix
1 (or by delivery of an original or copy of such Notice of Exercise by any other method permitted for providing notices under
Section 6.2) and (b) causing this Warrant to be delivered to Company, in accordance with Section 6.2, as soon as
reasonably practicable on or following the date on which Notice of Exercise is delivered to Company (but no later than within five
Business Days following the date on which the Notice of Exercise is delivered to Company). Unless Holder is exercising the conversion
right provided for in Section 1.2, Holder shall, within three Trading Days following the date of exercise as aforesaid,
also deliver to Company a certified or bank cashier’s check, wire transfer of immediately available funds (to an account
designated by Company), or other form of payment acceptable to Company, in the amount of the aggregate Warrant Exercise Price for
the Shares being purchased.


 




    	 



    	 



    

 


1.2           Conversion
Right.  In lieu of exercising this Warrant to purchase Shares for cash in accordance with Section 1.1, Holder
may, at its option, from time to time convert this Warrant, in whole or in part and without any obligation to pay the Warrant Exercise
Price, into that number of Shares determined by dividing (x) the aggregate Fair Market Value of the Shares in respect of which
this Warrant is being converted minus the aggregate Warrant Exercise Price of such Shares by (y) the Fair Market Value of one Share.
The Fair Market Value of one Share shall be determined pursuant to Section 1.3, and this Warrant shall automatically be
deemed to be converted as provided in Section 1.5. Holder may exercise such conversion right under this Warrant in whole
or in part by (a) delivering to Company, in accordance with Section 6.2, a duly executed copy of a Notice of Exercise in
substantially the form attached as Appendix 1 (or by delivery of an original or copy of such Notice of Exercise by any other
method permitted for providing notices under Section 6.2) and (b) causing this Warrant to be delivered to Company, in accordance
with Section 6.2, as soon as reasonably practicable on or following the date on which Notice of Exercise is delivered to
Company (but no later than within two Business Days following the date on which the Notice of Exercise is delivered to Company).
Any reference in this Warrant to the “exercise” of this Warrant or events to occur upon or in connection with the exercise
of this Warrant, including without limitation, all provisions of Section 2, will apply equally and with the same equitable
effect to any conversion of this Warrant even if reference is not specifically made to conversion of this Warrant.


 


1.3           Fair
Market Value. For purposes of this Warrant, “Fair Market Value” shall mean, with respect to one Share
for any date, the price determined by the first of the following clauses that applies: (a) the average of the daily volume weighted
average trading price of the Common Stock for the five Trading Days immediately prior to such date on the Principal Trading Market,
or (b) if the Common Stock is not so listed or quoted, as reasonably determined by the Company Board in good faith (provided, that
in the event Holder’s conversion right under Section 1.2 is exercised or deemed exercised in connection with a Merger
(as defined below) or Disposition of Assets (as defined below), the Fair Market Value shall be determined based upon the cash and
fair market value of any securities and other consideration (as determined reasonably and in good faith by the Company Board) as
would have been paid for or in respect of each Share issuable (as of immediately prior to the closing of such Merger or Disposition
of Assets) upon exercise of this Warrant as if such Share had been issued and outstanding on and as of the closing of such Merger
or Disposition of Assets).


 


1.4           Delivery
of Certificate and New Warrant. Within three Trading Days after Holder exercises under Section 1.1 or converts
under Section 1.2 this Warrant and, if applicable, Company receives payment of the aggregate Warrant Exercise Price, Company
shall deliver to Holder certificates (or, if consistent with Company’s practice for issuing Shares, non-certificated Shares
represented by book-entry on the records of Company or Company’s transfer agent (the “Book-Entry Shares”))
for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new warrant of like
tenor representing the Shares not so acquired. The Shares shall be deemed to have been issued, and Holder or any other Person designated
by Holder to be named therein shall be deemed to have become a holder of record of such Shares for all purposes as of the date
this Warrant shall have been exercised or converted. If Company fails to deliver a certificate or certificates (or, if applicable,
Book-Entry Shares) for the Shares as provided herein, in addition to any other remedy available to Holder hereunder, at law or
in equity, Holder shall have the right to rescind the exercise or conversion of this Warrant.


 




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1.5           Automatic
Conversion upon Expiration. So long as the Fair Market Value of one Share (or other security issuable upon the exercise
hereof) as determined in accordance with Section 1.3 above is then greater than the Warrant Exercise Price then in effect
and Holder shall not have notified Company in writing to the contrary prior to the Expiration Date, this Warrant shall, to the
extent not previously exercised or converted, automatically be deemed to have been fully converted pursuant to Section 1.2
above (even if not surrendered) as of immediately before any expiration, termination or cancellation of this Warrant, and Company
shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion, or any consideration
payable in respect of such Shares in connection with a Merger or Disposition of Assets, if applicable, to Holder.


 


1.6           Fractional
Shares. No fractional Share shall be issuable upon exercise or conversion of this Warrant, and the number of Shares
to be issues shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion
of this Warrant, Company shall eliminate such fractional share interest by paying Holder cash in the amount computed by multiplying
the fraction al interest by the Fair Market Value (as determined pursuant to Section 1.3) of a full Share.


 


2.          ANTI-DILUTION
PROVISIONS; ADJUSTMENT IN WARRANT NUMBER AND WARRANT EXERCISE PRICE. The Warrant Exercise Price and Warrant Number shall
be subject to adjustment from time to time as provided in this Section 2.


 


2.1           Dividends,
Subdivisions and Combinations. If Company, at any time and from time to time, (i) takes a record of the holders of its
Common Stock for the purpose of entitling them to receive, or otherwise declares or distributes, a dividend payable in, or other
distribution of, additional shares of Common Stock or Common Stock Equivalents, (ii) splits or subdivides its outstanding
shares of Common Stock into a greater number of shares of Common Stock or Common Stock Equivalents, or (iii) combines its
outstanding shares of Common Stock into a smaller number of shares of Common Stock or Common Stock Equivalents, then, in each such
case, the Warrant Number shall be adjusted to equal the product of the Warrant Number in effect immediately prior to the adjustment
multiplied by a fraction the numerator of which is equal to the number of shares of Common Stock outstanding immediately after
such adjustment and the denominator of which is equal to the number of shares of Common Stock outstanding immediately prior to
the adjustment, and the Warrant Exercise Price shall be adjusted pursuant to Section 2.6.








 


2.2           Distributions
Payable Other than in Common Stock or Common Stock Equivalents. If Company declares or pays any dividend or makes any distribution
with respect to shares of its Common Stock other than any dividend or distribution paid or payable in shares of Common Stock or
Common Stock Equivalents or if Company or any Affiliate thereof makes any redemptions, purchases or other acquisitions of Common
Stock or Common Stock Equivalents, the Holder shall, upon exercise of this Warrant, promptly receive the cash, stock, securities
or property to which the Holder would have been entitled by way of (i) dividends and distributions if the Holder had exercised
this Warrant immediately prior to the declaration of such dividend or the making of such distribution so as to be entitled thereto
and (ii) redemption, purchase or other acquisition if the Holder had exercised this Warrant in full immediately prior to such
redemption, purchase or other acquisition and such redemption, purchase or other acquisition had been consummated on a pro rata
basis among all holders of Common Stock (after giving effect to such exercise of the Warrant).


 






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2.3          Reorganization,
Reclassification, Merger, Consolidation, or Disposition of Assets. If Company (a) reorganizes its capital, (b) reclassifies
its Capital Stock, (c) merges or consolidates with or into another Person (where Company is not the surviving Person or where there
is a change in, or distribution with respect to, the outstanding Capital Stock of Company) (a “Merger”), or
(d) sells, transfers or otherwise disposes of all or substantially all of the assets of Company and its Subsidiaries, on a consolidated
basis, to another Person (a “Disposition of Assets”) and, pursuant to the terms of such reorganization, reclassification,
Merger, or Disposition of Assets, cash, securities or property are to be received by or distributed to the holders of Common Stock
of Company who are holders immediately prior to such transaction, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the cash, securities or property receivable by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event. In the case of any such reorganization, reclassification, Merger or
Disposition of Assets, any successor or acquiring Person (other than Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant and the Shareholders Agreement to be performed and observed
by Company and all the obligations and liabilities of Company hereunder and thereunder and, upon the Holder tendering this Warrant
for cancellation, shall issue a replacement Warrant containing substantially the same provisions as this Warrant, but containing
appropriate changes due to such event (such as changes to the name of the issuing company and equitable changes to this Warrant
due to the occurrence of such event). The foregoing provisions of this Section 2.3 shall similarly apply to successive
reorganizations, reclassifications, Mergers or Dispositions of Assets.


 


2.4          Dissolution,
Liquidation and Winding Up. In case Company, at any time prior to the exercise in full of this Warrant, dissolves, liquidates
or winds up its affairs, the Holder shall have the right to receive upon exercise of this Warrant, in lieu of the Common Stock
that such Holder would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed
or paid to such Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had such
Holder been the holder of record of such shares of Common Stock receivable upon the exercise of this Warrant on the record date
for the determination of those Persons entitled to receive any such liquidating distribution, provided, however,
that the Holder shall not in any case be required to assume or be obligated in respect of any liabilities of Company.


 






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2.5          Dilutive
Issuances.


 





(a)          If
Company shall at any time after the Closing Date and until and including the earlier of (i) the second anniversary of the Closing
Date and (ii) Company’s Next Financing issue or sell any shares of Common Stock or Common Stock Equivalents in a Subsequent
Issuance (other than an Exempt Issuance) for a consideration per share less than $0.90 (subject to adjustment pursuant to this
Section 2)(a “Dilutive Issuance”), then the Warrant Number shall be adjusted by multiplying the Warrant
Number immediately prior thereto by a fraction, the numerator of which shall be the Warrant Exercise Price then in effect and the
denominator of which shall be the sum of (i) Warrant Exercise Price, calculated as if the initial Warrant Exercise Price
was $1.00 per Share, plus (ii) the per share consideration received or to be received by Company in such Dilutive Issuance; provided
that the Warrant Shares issued upon any prior exercise of this Warrant shall be disregarded (as if the exercise of this Warrant
and the issuance of such Warrant Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment
to the Warrant under this Section 2.5(a) as if there had been no prior exercise of this Warrant. If Company shall sell
or issue shares of Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent,
then in determining the fair market value per share and the consideration received or receivable by or payable to Company for purposes
of this Section 2.5, the fair value of such property shall be determined reasonably and in good faith by the Company
Board. As used herein, “Company’s Next Financing” means the closing of a Subsequent Issuance yielding
gross cash proceeds in an aggregate amount of at least $2,000,000.


 


(b)          In
the event that Company at any time issues, sells or grants any Common Stock Equivalents in a Dilutive Issuance (other than an Exempt
Issuance), then, for purposes of this Section 2.5, Company shall be deemed to have issued at that time, pursuant to
Section 2.5(a), a number of shares of Common Stock equal to the maximum number of shares of Common Stock that are or
shall become issuable upon the exercise of the purchase, conversion or exchange rights associated with such Common Stock Equivalents
for consideration per share equal to the sum of (i) the aggregate consideration per share received by Company in connection
with the issuance, sale or grant of such Common Stock Equivalents, plus (ii) the minimum amount of consideration per
share receivable by Company in connection with the exercise of such Common Stock Equivalents. If, at any time after any adjustment
of the Warrant Number shall have been made pursuant to Section 2.5(a) as the result of any issuance, sale or grant
of any Common Stock Equivalents, any of such Common Stock Equivalents or the rights of purchase, conversion or exchange associated
therewith shall expire, the Warrant Number then in effect shall be decreased to the Warrant Number that would have been in effect
if such expiring Common Stock Equivalents or rights of purchase, conversion or exchange had never been issued. Similarly, if, at
any time after any such adjustment of the Warrant Number shall have been made pursuant to Section 2.5(a), there is
a change in (x) the consideration received or to be received by Company in connection with the issuance or exercise of such
Common Stock Equivalents, or (y) the conversion ratio applicable to such Common Stock Equivalents so that a different number
shares of Common Stock shall be issuable upon the conversion or exchange thereof, the Warrant Number then in effect shall be readjusted
to the Warrant Number that would have been in effect had such changes taken place at the time that such Common Stock Equivalents
were initially issued, granted or sold. In no event shall any readjustment under this Section 2.5(b) affect the validity
of any Warrant Shares issued upon any exercise of this Warrant prior to such readjustment; provided that the Warrant Shares
issued upon any such prior exercise of this Warrant shall be disregarded (as if the exercise of this Warrant and the issuance of
such Warrant Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment to the Warrant
under this Section 2.5(b) as if there had been no such prior exercise of this Warrant. To the extent that an adjustment
to the Warrant Number is made pursuant to Section 2.5(a), upon the issuance of Common Stock Equivalents, no further
adjustment shall be made pursuant to Section 2.5(a) upon the issuance of Common Stock upon exercise or conversion of
such Common Stock Equivalents.


 




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(c)          To
the extent that any Equity-Based Payments are made by Company or any Subsidiary, the Holder of this Warrant shall then be entitled
to, and Company shall pay to the Holder of this Warrant in cash, simultaneously with and as a condition to making such Equity-Based
Payments, an amount equal to Holder’s pro rata share of the sum of (i) the amount of such Equity-Based Payments and
(ii) the payments made to the Holder of this Warrant under this paragraph with respect to such Equity-Based Payments. Holder’s
pro rata share, for purposes of this Section 2.5(c), is the ratio of the number of shares of Common Stock, Conversion Shares
and Warrant Shares owned by Holder immediately prior to the Equity-Based Payment to the total number of shares of Common Stock
outstanding, without giving effect to Common Stock Equivalents, immediately prior to the Equity-Based Payment.


 


2.6           Adjustment
of Warrant Exercise Price. Upon any adjustment of the Warrant Number as provided in Sections 2.1 or 2.5,
the Warrant Exercise Price shall be adjusted to be equal to the product of (i) the Warrant Exercise Price in effect immediately
prior to such adjustment multiplied by (ii) the quotient of the Warrant Number in effect immediately prior to such adjustment
divided by the Warrant Number in effect immediately after such adjustment.


 


2.7           Determination
of Adjustments.


 


(a)          Upon
any event that shall require an adjustment pursuant to this Section 2, Company shall promptly calculate such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth, in reasonable detail, such adjustment, the
method of calculation thereof and the facts upon which such adjustment is based, including a statement of (i) the number of
shares of Common Stock then outstanding on a Fully Diluted Basis and (ii) the Warrant Number, both as in effect immediately
prior to such adjustment and as adjusted on account thereof. Company shall promptly mail a copy of each such certificate to the
Holder. In the event that the Holder objects to the computation of such adjustment prepared by Company within 30 Business Days
after receipt thereof, Company shall promptly cause a firm of independent certified public accountants of nationally recognized
standing reasonably acceptable to the Holder to calculate such adjustment and mail a copy of such computation to the Holder, and
the computation of such accountants shall be conclusive. Company shall keep at its principal office copies of all such certificates
and cause the same to be available for inspection at such office during normal business hours by the Holder.


 


(b)          For
purposes of this Section 2, the consideration received or receivable by Company in connection with the issuance, sale,
grant or exercise of additional shares of Common Stock or Common Stock Equivalents, irrespective of the accounting treatment of
such consideration, shall be valued as follows:


 


(i)          Cash
Payment. In the case of cash, the amount received by Company for such issuance, sale, grant or exercise.








 


(ii)         Securities
or Other Property. In the case of securities or other property, the fair market value thereof as of the date immediately preceding
such issuance, sale, grant or exercise as determined in good faith by the Company Board.


 






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(iii)        Allocation
Related to Common Stock. In the event shares of Common Stock are issued or sold together with other securities or other assets
of Company for a consideration that covers both, the consideration received (calculated as provided in (i) and (ii) above) shall
be allocable to such shares of Common Stock as determined in good faith by the Company Board.


 


(iv)         Allocation
Related to Common Stock Equivalents. In case any Common Stock Equivalents shall be issued or sold together with other securities
or other assets of Company, together constituting one integral transaction in which no specific consideration is allocated to the
Common Stock Equivalents, the consideration allocable to such Common Stock Equivalents shall be determined in good faith by the
Company Board.


 


(v)          Merger
or Consolidation. In case any shares of Common Stock or Common Stock Equivalents shall be issued or granted in connection with
any merger or combination in which Company is the surviving corporation, the amount of consideration therefor shall be deemed to
be the fair value of such portion of the assets and business of the nonsurviving corporation attributable to such Common Stock
or Common Stock Equivalents, as determined in good faith by the Company Board.


 


(c)          The
following additional provisions shall be applicable to the adjustments provided for pursuant to this Section 2:


 


(i)          When
Adjustments to be Made. The adjustments required by this Section 2 shall be made whenever and as often as any specified
event requiring such an adjustment shall occur and shall be effective (A) in the case of any dividend or distribution of Common
Stock to the holders of Common Stock, immediately after the close of business on the record date for the determination of holders
of Common Stock entitled to receive such dividend or distribution, and (B) in the case of any other specified event, at the
close of business on the date of such specified event.


 


(ii)         Record
Date. In case Company shall take a record of the holders of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Common Stock or other securities or (B) to subscribe for or purchase Common Stock
or other securities, then all references in this Section 2 to the date of the issuance or sale of such shares of Common
Stock or other securities shall be deemed to be references to such record date; provided, however, that in the event
Company legally abandons such action before its occurrence, then no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be rescinded and annulled.


 


(iii)        Fractional
Interests. In computing adjustments under this Section 2, fractional interests in Common Stock shall be taken into
account to the nearest 1/100th of a share; provided, however, that any resulting fractional Share interests shall be settled upon
exercise or conversion of this Warrant in accordance with Section 1.6.


 




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(iv)         Maximum
Warrant Exercise Price. At no time shall the Warrant Exercise Price exceed the amount set forth in the introductory paragraph
of this Warrant except as the proper result of an adjustment pursuant to this Section 2.


 


(v)          Certain
Limitations. Notwithstanding anything herein to the contrary, Company agrees not to enter into any transaction that, by reason
of any adjustment hereunder, would cause the Warrant Exercise Price to be less than the par value per share of its Common Stock.


 


(vi)         Independent
Application. Except as otherwise provided herein, all sections and subsections of this Section 2 are intended to
operate independently of one another (but without duplication). If an event occurs that requires the application of more than one
section or subsection, all applicable sections and subsections shall be given independent effect.


 


2.8           Breach
of Representation and Warranty.


 


(a)          Without
limitation of all other remedies available to the Holder in this Warrant or otherwise, in the event that any representation and
warranty set forth in Section 3.6 of the Investment Agreement was not true when made, Company shall issue to the Holder, at no
cost to the Holder, an additional amount of Warrants such that, if such issuance of additional Warrants were made on the Closing
Date, the representation and warranty in the last sentence of Section 3.6(b) of the Investment Agreement would have been true and
accurate in all respects when made.


 


(b)          Any
additional Warrants issued to the Holder pursuant to this Section 2.8 shall be treated as if they were issued on the Closing
Date and shall reflect any dividends or other distributions that would have been accrued or have been payable with respect to,
and the application of any antidilution, ratable treatment or similar provisions (as set forth herein, in applicable law or otherwise)
that would have been applicable to, such Warrants or underlying Warrant Shares had such additional Warrants been issued on the
Closing Date.


 


(c)          In
connection with the issuance of any additional Warrants under this Section 2.8, Company shall reserve a sufficient number
of shares of Common Stock for issuance to the Holder upon exercise of such additional Warrants.


 


3.           CERTAIN
AGREEMENTS. Company hereby covenants and agrees as follows:


 


3.1           Shares
to be Fully Paid. All Warrant Shares shall, upon issuance in accordance with the terms of this Warrant, be duly and
validly issued, fully paid and non-assessable and not subject to the preemptive or other similar rights of the stockholders of
Company.


 


3.2           Reservation
of Shares. Until the Expiration Date, Company at all times shall have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant in full.


 




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3.3           Successors
and Assigns. This Warrant shall be binding upon any entity succeeding to Company by merger, consolidation, or acquisition
of all or substantially all Company’s assets or all or substantially all of Company’s outstanding capital stock or
otherwise.


 


3.4           Issue
Tax. The issuance of certificates for Warrant Shares upon the exercise or conversion of this Warrant shall be made without
charge to Holder or such Warrant Shares for any issuance tax or other costs in respect thereof, provided that Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate
in a name other than Holder.


 


3.5           No
Rights or Liabilities as a Stockholder. This Warrant shall not entitle Holder to any voting rights or other rights as a stockholder
of Company. No provision of this Warrant, in the absence of affirmative action by Holder to purchase Warrant Shares, and no mere
enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the Warrant Exercise Price
or as a stockholder of Company, whether such liability is asserted by Company or by creditors of Company.


 


4.           TRANSFER
AND REPLACEMENT OF WARRANT.


 


4.1           Restriction
on Transfer. Subject to this Section 4.1, this Warrant and the rights granted to Holder are transferable and assignable,
in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in substantially the form attached
as Appendix 2, at the office or agency of Company referred to in Section 4.4. Nothing in this Warrant shall prohibit
Holder from assigning, delegating or transferring this Warrant and Holder’s rights and obligations under this Warrant to
an Affiliate of Holder. Otherwise, Holder may not assign, delegate or otherwise transfer (whether by operation of law, by contract
or otherwise) its rights and obligations under this Warrant or any portion hereof or thereof (i) at any time prior to the first
anniversary of the Effective Date and, (ii) thereafter, to any Person whose principal business is providing integrated healthcare
services or who otherwise is a competitor of Company as determined reasonably and in good faith by the Company Board. Until due
presentment for registration of transfer on the books of Company, Company may treat the registered holder hereof as the owner and
Holder for all purposes, and Company shall not be affected by any notice to the contrary. Company shall not have the right to assign
or transfer its rights or obligations hereunder or any interest herein and any assignment of rights and obligations by Company
shall be null and void as a matter of law.


 


4.2           Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory
in form and amount to Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, Company,
at its expense, shall execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


4.3           Cancellation;
Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange or replacement, this Warrant
shall be promptly canceled by Company. Company shall pay all taxes (other than securities transfer taxes) and all other expenses
(other than legal expenses, if any, incurred by Holder or transferees) and charges payable in connection with the preparation,
execution, and delivery of a new Warrant issued to Holder or transferees, as applicable.


 




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4.4           Register.
Company shall maintain, at its principal executive offices (or such other office or agency of Company as it may designated by notice
to Holder), a register for this Warrant, in which Company shall record the name and address of the Person in whose name this Warrant
has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.


 


5.           REGISTRATION
RIGHTS; MARKET STAND-OFF AGREEMENT. 


 


(a)          The
shares of Common Stock issuable upon exercise or conversion of this Warrant shall be “Registrable Securities” under
that certain Registration Rights Agreement, dated as of March 28, 2014, by and between Company and Holder.


 


(b)          In
the event of a Qualified IPO, Holder hereby agrees that it will not, if so requested by the managing underwriter for such Qualified
IPO, without the prior written consent of such managing underwriter, during the period commencing on the date of the final prospectus
relating to such Qualified IPO, and ending on the date specified by such managing underwriter (such period not to exceed one hundred
eighty (180) days, or such other period as may be requested by such underwriter to accommodate regulatory restrictions on (1) the
publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited
to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto),
(i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell;
grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such
shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash,
or otherwise. The foregoing provisions of this Section 5(b) shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, and shall be applicable to Holder only if all Company officers and directors are subject
to the same restrictions. The underwriters in connection with such Qualified IPO are intended third-party beneficiaries of this
Section 5(b) and shall have the right, power and authority to enforce the provisions hereof as though they were a party
hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with
such Qualified IPO that are consistent with this Section 5(b) or that are necessary to give further effect thereto.


 


6.           MISCELLANEOUS.


 


6.1           Term.
This Warrant is exercisable or convertible in whole or in part at any time and from time to time on or after the Third Anniversary
Date and before or on the Expiration Date.


 




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6.2           Notices.
All demands, notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed
to have been given when the writing is delivered, if given or delivered by hand, overnight delivery service or facsimile transmitter
(with confirmed receipt), or five (5) days after being mailed, if mailed, by first class, registered or certified mail, postage
prepaid, to the address or telecopy number set forth below. If any time period for giving notice or taking action hereunder expires
on a day that is not a Business Day, the time period shall automatically be extended to the Business Day immediately following
such day. Such notices, demands, requests, consents and other communications shall be sent to the following Persons at the following
addresses.


 


if to Company,
to:


 


Apollo Medical
Holdings, Inc.


700 N. Brand
Blvd., Suite 220


Glendale,
California 91203


Attention:
Chief Financial Officer


Telephone:
(818) 396-8050


Fax: (818)
844-3888


 


if to Holder,
to:


 


NNA of Nevada,
Inc.


920 Winter
Street


Waltham,
Massachusetts 02451


Attention:
Mark Fawcett/Christine Smith


Telephone:
(781) 699-2668/(781) 699-9165


Fax:(781)
699-9756


 


Company or Holder
may, by notice given hereunder, designate any further or different addresses or telecopy numbers to which subsequent demands, notices,
approvals, consents, requests or other communications shall be sent or persons to whose attention the same shall be directed.


 


6.3           Waivers.
The rights and remedies provided for herein are cumulative and not exclusive of any right or remedy that may be available to Holder
whether at law, in equity, or otherwise. No delay, forbearance, or neglect by Holder, whether in one or more instances, in the
exercise of any right, power, privilege, or remedy hereunder or in the enforcement of any term or condition of this Warrant shall
constitute or be construed as a waiver thereof. No waiver of any provision hereof, or consent required hereunder, or any consent
or departure from this Warrant, shall be valid or binding unless expressly and affirmatively made in writing and duly executed
by Holder. No waiver shall constitute or be construed as a continuing waiver or a waiver in respect of any subsequent breach, either
of similar or different nature, unless expressly so stated in such writing.


 




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6.4           Specific
Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Warrant
were not performed in accordance with their specific intent or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions hereof, in addition to any other remedy to which they may be entitled by law or equity.


 


6.5           Counterparts.
This Warrant may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together shall constitute one and the same Warrant. Counterparts may be delivered
via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to
have been duly and validly delivered and be valid and effective for all purposes.


 


6.6           Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New York.


 


6.7           Amendment.
This Warrant may be amended, modified, or supplemented only pursuant to a written instrument making specific reference to this
Warrant and signed by Company and Holder.


 


6.8           Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant is held to be invalid or unenforceable in any respect, such invalidity or unenforceability
shall not render invalid or unenforceable any other provision of this Warrant.


 


6.9           Descriptive
Headings; No Strict Construction. The descriptive headings of this Warrant are inserted for convenience only and do not constitute
a substantive part of this Warrant. The parties to this Warrant have participated jointly in the negotiation and drafting of this
Warrant. If an ambiguity or question of intent or interpretation arises, this Warrant shall be construed as if drafted jointly
by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Warrant. The parties agree that prior drafts of this Warrant shall be deemed not to provide any
evidence as to the meaning of any provision hereof or the intention of the parties hereto with respect to this Warrant.


 


[signature page
follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed and delivered this Common Stock Purchase Warrant by their duly authorized representatives as of
the date first above written.


 





 


	 	COMPANY:
	 	 
	 	APOLLO MEDICAL HOLDINGS, INC.


 


	 	By:	/s/ Kyle Francis
	 	 	 
	 	Name:	Kyle Francis
	 	 	 
	 	Title:	CFO










 


Signature Page to Purchase Warrant (1
of 2)


[[Credit Agreement]]



 




    	 



    	 



    

 


	 	HOLDER:
	 	 
	 	NNA OF NEVADA, INC.


 


	 	By:	/s/ Mark Fawcett
	 	 	 
	 	Name:	Mark Fawcett
	 	 	 
	 	Title:	Vice President and Treasurer


 


 


Signature Page to Purchase Warrant (2
of 2)


[[Credit Agreement]]


 




    	 



    	 



    

 


APPENDIX 1


 


NOTICE OF EXERCISE


 


TO: APOLLO MEDICAL
HOLDINGS, INC.


 


1.          The
undersigned hereby elects to purchase _____ Shares of the Common Stock of Apollo Medical Holdings, Inc. pursuant to the terms of
the attached Common Stock Purchase Warrant (the “Warrant”) issued to the undersigned (or the undersigned’s
predecessor or assignor), and shall tender payment of the exercise price in full in accordance with the terms of the Warrant.


 


2.          Payment
shall take the form of (check applicable box):


 


		 ̈	in lawful money of the United States; or



 


		 ̈	the cancellation of such number of Shares as is necessary, in accordance with the formula set forth
in Section 1.2 of the Warrant, to exercise the Warrant with respect to the maximum number of Shares purchasable pursuant
to the cashless exercise procedure set forth in Section 1.2 of the Warrant.



 


3.          Please
issue a certificate or certificates (or, if applicable, Book-Entry Shares) representing said Shares in the name of the undersigned
or in such other name as is specified below:


 


The
Shares shall be delivered by physical delivery of a certificate (or, if applicable, Book-Entry Shares) to:


 


[SIGNATURE OF HOLDER]


 


Name of Holder:


Signature of Authorized
Signatory of Holder:


Name of Authorized
Signatory:


Title of Authorized
Signatory:


Date:


 


Date of exercise
under Section 1.1 of the Warrant or date of exercise of conversion right under Section 1.2 of the Warrant is the
date this Notice is deemed effectively given under Section 6.2 of this Warrant.


 




    	 



    	 



    

 


APPENDIX 2


 


ASSIGNMENT FORM


 


(To Assign the
foregoing Warrant, execute


this form and supply
required information.


Do not use this
form to exercise the Warrant.)


 


FOR VALUE RECEIVED,


 


(check
first box OR fill in number of Shares in second box)


 


[___] all
of the Warrant


 


OR


 


[__________]
shares of the foregoing Warrant


 


and all rights evidenced
thereby are hereby assigned to:


 


_________________________________________
whose address is _____________________________________________ ____________________________________________________________________________________________________.


 


	 	Dated:  ____________________, _________


 


	 	Holder’s Signature:	 
	 	 	 
	 	Holder’s Address: