EXECUTION COPY


 


STOCK
PURCHASE AGREEMENT 


 


by
and among 


 


APOLLO
MEDICAL HOLDINGS, INC.,

on the one hand,


 


and



 


ALIGNED
HEALTHCARE GROUP LLC,


 


ALIGNED HEALTHCARE
GROUP – CALIFORNIA, INC.,


 


RAOUF
KHALIL,


 


JAMIE MCREYNOLDS, M.D.,


 


BJ REESE & ASSOCIATES,
LLC


 


and


 


BJ
REESE,

on the other hand


 


dated



 


February
15, 2011 


 



    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Article 1	PURCHASE AND SALE OF THE SHARES	2
	 	 	 
	Article 2	REPRESENTATIONS AND WARRANTIES OF ALIGNED PARTIES	7
	 	 	 
	Article 3	INVESTOR REPRESENTATIONS AND WARRANTIES OF SELLERS	12
	 	 	 
	Article 4	Representations AND WARRANTIES OF BUYER	14
	 	 	 
	Article 5	COVENANTS OF the aligned parties	15
	 	 	 
	Article 6	COVENANTS OF BUYER	21
	 	 	 
	Article 7	CONDITIONS TO OBLIGATIONS OF BUYER	23
	 	 	 
	Article 8	CONDITIONS TO OBLIGATIONS OF ALIGNED PARTIES	24
	 	 	 
	Article 9	INDEMNIFICATION	25
	 	 	 
	Article 10	TERMINATION OF AGREEMENT	26
	 	 	 
	Article 11	SURVIVAL OF REPRESENTATIONS AND WARRANTIES	27
	 	 	 
	Article 12	NOTICES	28
	 	 	 
	Article 13	MISCELLANEOUS	29


 



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STOCK
PURCHASE AGREEMENT


 


This STOCK PURCHASE
AGREEMENT (the “Agreement”) is made and entered into as of February 15, 2011, by and among Apollo Medical Holdings,
Inc., a Delaware corporation (the “Buyer”), on the one hand, and Aligned Healthcare Group LLC, a California
limited liability company (“Aligned LLC”), Aligned Healthcare Group – California, Inc., a California professional
medical corporation (“Aligned Corp.”), Raouf Khalil (“Khalil”), Jamie McReynolds, M.D. (“McReynolds”),
BJ Reese & Associates, LLC (“Reese LLC”) and BJ Reese (“Reese”). Aligned Corp., Khalil,
McReynolds, Reese LLC and Reese are sometimes referred to herein collectively as the “Sellers” and individually
as a “Seller.” Aligned LLC and the Sellers are sometimes collectively referred to herein as the “Aligned
Parties” and individually as an “Aligned Party”.


 


A.           Aligned
Corp. conducts a medical practice in the Counties of Tulare, Kings, Madera, Sacramento, Stanislaus and Fresno in California (the
“Aligned Territory”). Aligned Corp. has also developed certain expertise and know-how in connection with the
management, administration and operation of its medical practice and related services.


 


B.           Aligned
LLC provides management services to Aligned Corp. and other medical practices in the Aligned Territory, which include managing
and administering Aligned Corp.’s and other providers’ medical clinics and providing support services to and furnishing
Aligned Corp. and other practices with the necessary personnel and support staff.


 


C.           Aligned
Corp. and Aligned LLC have sold and transferred or will sell and transfer prior to the Closing (as defined below) to Aligned Healthcare,
Inc., a California corporation (the “Company”), for fair value, certain assets (the “Asset Sale”)
used or useful in the management, administration and operation of 24-hour physician and nursing call centers described on Schedule
2.5 (the “Assets”).


 


D.           Khalil,
McReynolds and Reese are officers, directors, employees, consultants and affiliates of Aligned LLC and Aligned Corp., and Aligned
Corp., Khalil, McReynolds and Reese LLC own all of the issued and outstanding shares of capital stock in the Company (the “Shares”).


 


E.           The
Buyer desires to acquire from the Sellers, and the Sellers desire to sell to the Buyer, all of the Shares (the “Sale of
Shares”).


 


F.           In
connection with the Sale of Shares, each of Khalil, McReynolds and Reese shall enter into a consulting agreement with the Company,
pursuant to which each such person shall provide consulting services to the Company following the Closing and be entitled to receive
cash compensation therefor (the “Consulting Arrangements”).


 


G.           As
additional consideration for the Sale of Shares and as a further inducement for the Buyer to enter into the Sale of Shares and
the Consulting Arrangements, Aligned LLC and its members shall enter into an agreement at Closing granting the Buyer a right of
first refusal with respect to the membership interests and assets of Aligned LLC (the “ROFR”).


 



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H.          The
Asset Sale, the Sale of Shares, the Consulting Arrangements, the ROFR and each of the other transactions contemplated under this
Agreement or any of the Transaction Documents (as defined below) are sometimes collectively referred to herein as the “Transactions”.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained,
the parties hereto, each intending to be bound hereby, agree as follows:


 


Article
1



PURCHASE AND SALE OF THE SHARES


 


1.1         Purchase
of Shares. At the Closing (as defined in Section 1.4), subject to the terms and conditions of this Agreement, the Sellers
shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers, all of the Shares in exchange for the delivery
by the Buyer to the Sellers, at the Closing, of the purchase price described in Section 1.2 (the “Purchase Price”).


 


1.2         Consideration.


 


(a)          Purchase
Price. Subject to Sections 1.2(d) and 9.4, the Purchase Price is (i) 1,000,000 shares (the “Initial Shares”)
of the Buyer’s common stock, par value $0.001 (the “Buyer Stock”), plus (ii) 1,000,000 shares of Buyer
Stock issuable, if at all, solely as set forth in Section 1.2(b) (the “Contingent Stock”), plus (iii) any post-Closing
issuance of Buyer Stock referred to in Section 1.2(c) (the “Post-Closing Earnout Stock”), which Post-Closing
Earnout Stock shall be issuable, if at all, solely as set forth in Section 1.2(c). The Buyer Stock shall be issued under this Section 1.2
to the Sellers in the respective percentages set forth on Schedule 2.2. The Buyer shall have no obligation to register
or qualify for resale under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities
law, the shares of Buyer Stock issued to the Sellers pursuant to this Agreement.


 


(b)          Contingent
Stock. If, and only if, the Company and a physicians’ group to be formed following the Closing and owned by affiliates
of the Buyer, taken together (the “Aligned Division”), meet the revenue target described on Schedule 1.2(b),
the Buyer shall issue the Contingent Stock to the Sellers. If such revenue target has not been met by February 1, 2012, then the
Sellers’ right to receive the Contingent Stock shall terminate.


 


(c)          Post-Closing
Earnout Stock.


 


(i)          The
following capitalized terms used in this Agreement shall have the following meanings:


 


(1)         “Actual
EBITDA Amount” means the actual EBITDA during each of the First 12-Month Earnout Period during that particular period,
the Second 12-Month Earnout Period during that particular period and the Third and Final 12-Month Earnout Period during that particular
period, respectively (such earnout periods sometimes being referred to individually as an “Earnout Period” and,
collectively, as the “Earnout Periods”).


 



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(2)         “Baseline
EBITDA Amount” means (A) with respect to the Second 12-Month Earnout Period, the Actual EBITDA Amount of the First
12-Month Earnout Period, and (B) with respect to the Third and Final 12-Month Earnout Period, the Actual EBITDA Amount of the Second
12-Month Earnout Period; provided, however, that in no event shall the Baseline EBITDA Amount applicable to any Earnout
Period be less than the highest Actual EBITDA Amount for any Earnout Period.


 


(3)         “EBITDA”
means the cumulative consolidated earnings generated by the Aligned Division, before interest expense, income taxes, depreciation
and amortization, determined in accordance with U.S. generally accepted accounting principles.


 


(4)         “First
12-Month Earnout Period” means the period commencing on the first day of the calendar month in which the Closing Date
occurs and ending on the last day of the twelfth (12th) full calendar month thereafter.


 


(5)         “Second
12-Month Earnout Period” means the period commencing on the first day of the calendar month immediately following the
end of the First 12-Month Earnout Period and ending on the last day of the twelfth (12th) full calendar month thereafter.


 


(6)         “Third
and Final 12-Month Earnout Period” means the period commencing on the first day of the calendar month immediately following
the end of the Second 12-Month Earnout Period and ending on the last day of the twelfth (12th) full calendar month thereafter.


 


(ii)         Within
forty-five (45) days after each of the First 12-Month Earnout Period, the Second 12-Month Earnout Period and the Third and Final
12-Month Earnout Period, the Buyer shall determine the Actual EBITDA Amount for each such period. The Buyer will provide the Aligned
Parties’ Representative (as defined in Section 5.4) with such determination, together with reasonable supporting documentation,
within ten (10) days thereafter (the “EBITDA Calculations”). If the Aligned Parties’ Representative
accepts the EBITDA Calculations, or if the Aligned Parties’ Representative fails to give notice to the Buyer of any objection
within ten (10) days after receipt of the EBITDA Calculations, the EBITDA Calculations shall be the final and binding calculation
of the Actual EBITDA Amount for the respective Earnout Period. If the Aligned Parties’ Representative gives notice to the
Buyer of an objection to the EBITDA Calculations within thirty (30) days after receipt of the EBITDA Calculations, the Buyer and
the Aligned Parties’ Representative shall attempt in good faith to resolve their differences. If the Buyer and the Aligned
Parties’ Representative are able to resolve their differences, the EBITDA Calculations, as modified to reflect the resolution
of the differences between the Buyer and the Aligned Parties’ Representative, shall be the final and binding calculation
of the Actual EBITDA Amount for the respective Earnout Period. If, however, the Buyer and the Aligned Parties’ Representative
are unable to resolve their differences, the Buyer and the Aligned Parties’ Representative shall submit any disputed items
to a certified public accountant reasonably satisfactory to the Buyer and Aligned Parties’ Representative for a resolution
of the dispute. The determination of the certified public accountant shall be final and binding on the Buyer and the Aligned Parties’
Representative, and the EBITDA Calculations, as modified to reflect (i) those differences, if any, that the Buyer and the
Aligned Parties’ Representative were able to resolve, and (ii) the certified public accountant’s determination
with regard to the remaining disputed items, shall be the final and binding resolution of the Actual EBITDA Amount for the applicable
Earnout Period.


 



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(iii)        Once
the Actual EBITDA Amount is finally determined for the First 12-Month Earnout Period pursuant to Section 1.2(c)(ii), the Buyer
shall issue to the Sellers, within thirty (30) days thereafter, twelve (12) shares of Buyer Stock for each dollar of the Actual
EBITDA Amount for the First 12-Month Earnout Period.


 


(iv)        Once
the Actual EBITDA Amount is finally determined for the Second 12-Month Earnout Period pursuant to Section 1.2(c)(ii), if the
Actual EBITDA Amount exceeds the Baseline EBITDA Amount applicable to the Second 12-Month Earnout Period, the Buyer shall issue
to the Sellers, within thirty (30) days thereafter, twelve (12) shares of Buyer Stock for each dollar of such excess.


 


(v)         Once
the Actual EBITDA Amount is finally determined for the Third and Final 12-Month Earnout Period pursuant to Section 1.2(c)(ii),
if the Actual EBITDA Amount exceeds the Baseline EBITDA Amount applicable to the Third and Final 12-Month Earnout Period, the Buyer
shall issue to the Sellers, within thirty (30) days thereafter, twelve (12) shares of Buyer Stock for each dollar of such excess.


 


(vi)        Notwithstanding
any provision of this Section 1.2(c) to the contrary, in no event shall the Buyer be required to issue to the Sellers more
than 3,500,000 shares of Buyer Stock, in the aggregate, as Post-Closing Earnout Stock, and there shall be no earnout or other obligation
to make any payment or issue any shares of Buyer Stock under this Agreement with respect to any post-Closing period other than
as expressly provided in Section 1.2(b) or the Earnout Periods as expressly set forth in this Section 1.2(c).


 


(d)          Repurchase
Right. Notwithstanding anything to the contrary in this Agreement, if the Company has not entered into a Qualifying MSO Contract
(as defined below) on or before the one (1) year anniversary of the Closing Date, then (i) at any time and from time to time
thereafter the Buyer shall have the right, which it may exercise or decline to exercise in its sole and absolute discretion, to
repurchase any or all of the shares of Buyer Stock for the price per share of $0.05 (as adjusted for any stock dividends, combinations
or splits), and (ii) the obligation of the Buyer to issue any unissued Contingent Stock or any Post-Closing Earnout Stock
shall immediately terminate. Any such repurchase shall be made on a pro rata basis among the Sellers based on the number of shares
of Buyer Stock then held by them. If the Buyer exercises its right to repurchase the Buyer Stock, it shall provide written notice
thereof to each Seller, specifying the number of shares of Buyer Stock to be repurchased from such Seller and the address to which
such Seller shall send the certificate(s) representing the shares of Buyer Stock being repurchased. Each Seller shall then surrender
to the Buyer such certificate(s) for cancellation and the repurchase price for such shares shall be payable to such Seller.
 Upon such payment to any Seller, the Buyer shall become the legal and beneficial owner of the shares of Buyer Stock being
repurchased and all right, title and interest in and to such shares. For purposes of this Agreement, a “Qualified MSO
Contract” means a bona fide, duly executed and legal, valid and binding written agreement between the Company, on the
one hand, and a health plan, an Independent Physician Association or a hospital, on the other hand, providing that the Company
shall (i) provide case management services or (ii) manage, administer or operate one or more 24-hour physician and nursing
call centers and provide any related services and which has a term of at least one (1) years and provides aggregate net revenues
to the Company of not less than $1,000,000.


 



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1.3         No
Assumption of Liabilities. Neither the Buyer nor any of its affiliates shall, by the execution or performance of this Agreement
or otherwise, assume, become responsible for or incur any debt, liability or obligation of the Company or any Aligned Party, of
any type or description whatsoever, whether related or unrelated to the Assets or the Transactions, incurred, accrued or arising
on or before the Closing Date (as defined below), all of which shall be assumed by and become or remain the responsibility of the
Aligned Parties.


 


1.4         Closing.


 


(a)          The
closing (the “Closing”) of the Transactions will take place shall take place as promptly as practical (but in
any event no later than five (5) business days) after the date on which the last of the conditions set forth in Sections 7 and
8 is fulfilled or waived or on such other date as the Buyer and the Aligned Parties’ Representative shall agree (the “Closing
Date”). At the election of the Buyer and the Sellers, the Closing may take place through an exchange of consideration
and documents using overnight courier service, facsimile or electronic transmission.


 


(b)          At
the Closing, the Buyer shall make the following deliveries:


 


(i)          the
Buyer shall deliver to the Sellers certificates representing the Initial Shares;


 


(ii)         the
Buyer shall cause the Company to execute and deliver to Khalil a Consulting Agreement in substantially the form of Exhibit A
hereto (the “Khalil Consulting Agreement”);


 


(iii)        the
Buyer shall cause the Company to execute and deliver to Reese a Consulting Agreement in substantially the form of Exhibit A
hereto (the “Reese Consulting Agreement”);


 


(iv)        the
Buyer shall deliver to Aligned LLC the Right of First Refusal Agreement in substantially the form of Exhibit B hereto (the
“ROFR Agreement”); and


 


(v)         the
Buyer shall execute and deliver to the Aligned Parties the certificate described in Section 8.2.


 


(c)         At
the Closing, the Aligned Parties shall make the following deliveries:


 


(i)          the
Aligned Parties shall deliver to the Buyer executed copies of the Transaction Documents, the Aligned Agreements and such other
documents and instruments effecting the Asset Sale in form and substance reasonably satisfactory to the Buyer;


 



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(ii)         Khalil
shall execute and deliver to the Buyer the Khalil Consulting Agreement and a Proprietary Information Agreement in favor of Aligned
LLC;


 


(iii)        McReynolds
shall execute and deliver to the Buyer a Proprietary Information Agreement in favor of Aligned LLC;


 


(iv)        Reese
shall execute and deliver to the Buyer the Reese Consulting Agreement and a Proprietary Information Agreement in favor of Aligned
LLC;


 


(v)         Aligned
LLC shall execute, shall cause its members to execute and shall deliver to the Buyer the ROFR Agreement;


 


(vi)        the
Aligned Parties shall deliver to the Buyer a certificate of good standing of each of the Company, Aligned LLC and Aligned Corp.,
issued not more than seven (7) business days prior to the Closing Date by the Secretary of State of the State of California;


 


(vii)       the
Company shall deliver to the Buyer a true and complete copy of the Articles of Incorporation of the Company, as in effect on the
Closing Date, certified by the Secretary of State of the State of California;


 


(viii)      the
Company shall deliver to the Buyer a true and complete copy of the by-laws of the Company, as in effect on the Closing Date, certified
by the Secretary of the Company;


 


(ix)         the
Company shall deliver to the Buyer a true and complete copy of the duly adopted resolutions of the Board of Directors of the Company
approving the execution, delivery and performance of this Agreement and the Transaction Documents, certified by the Secretary of
the Company;


 


(x)          Aligned
Corp. shall deliver to the Buyer a true and complete copy of the duly adopted resolutions of the Board of Directors and the shareholders
of Aligned Corp. approving the execution, delivery and performance of this Agreement and the Transaction Documents, certified by
the Secretary of the Company;


 


(xi)         Aligned
LLC shall deliver to the Buyer a true and complete copy of the duly adopted resolutions of the managers and members of Aligned
LLC approving the execution, delivery and performance of this Agreement and the Transaction Documents, certified by the managers
of Aligned LLC;


 


(xii)        
the Company shall deliver to the Buyer executed resignations of each director and each officer of the Company;


 


(xiii)       each
Seller shall deliver to the Buyer certificate(s) representing the Shares, accompanied by stock powers duly executed in blank by
each Seller;


 


(xiv)      the
Company shall deliver to the Buyer the minute book, seal and all other books and records of the Company;


 



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(xv)       each
individual Seller who is married shall deliver to the Buyer a Confirmation of Spouse, in form and substance reasonably satisfactory
to the Buyer, consenting to this Agreement, the Transaction Documents to which the Seller is a party, and the Transactions to which
the Seller is a party, duly executed by the spouse of the Seller;


 


(xvi)      to
the extent required, consents, approvals or regulatory actions from any public or governmental authority;


 


(xvii)     the
Aligned Parties shall execute and deliver to the Buyer the certificate described in Section 7.2; and


 


(xviii)    the
Aligned Parties shall deliver to the Buyer such other certificates and documents as the Buyer or its counsel may reasonably request.


 


Article
2



REPRESENTATIONS AND WARRANTIES OF ALIGNED PARTIES 


 


Each Aligned Party,
jointly and severally, represents and warrants to the Buyer that the statements contained in this Article 2 are correct and complete
as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the
Closing Date were substituted for the date of this Agreement throughout this Article 2), except as set forth in Schedule
II attached hereto. Each Aligned Party agrees that the representations and warranties made in this Article 2 shall survive
the Closing as provided in Section 11.1.


 


2.1           Organization,
Standing and Qualification. Aligned Corp. is a professional medical corporation duly organized, validly existing and in
good standing under the laws of the State of California. Aligned LLC is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of California. Reese LLC is a limited liability company duly organized, validly
existing and in good standing under the laws of its state of formation. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of California. Each of Aligned Corp., Aligned LLC and the Company has full power
and authority to own and lease its properties and to carry on its business as now conducted. The Company is not required to be
qualified or licensed to conduct business as a foreign corporation in any other jurisdiction.


 



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2.2         Capitalization.
Schedule 2.2 sets forth the authorized and outstanding capital of the Company, the names and addresses of the record
and beneficial owners of all of the issued and outstanding capital stock of the Company, the number of shares so owned,
and the allocation of the Purchase Price among the Sellers as agreed to among themselves. All of the issued and outstanding shares
of the capital stock of the Company are owned of record and beneficially by the Sellers, as set forth on Schedule 2.2, and
are and as of the Closing will be free and clear of all liens, security interests, encumbrances, restrictions, pledges and claims
of every kind except as set forth on Schedule 2.2. Each share of the capital stock of the Company is duly and validly authorized
and issued, fully paid and nonassessable, and was not issued in violation of any preemptive rights of any past or present shareholder
of the Company. No option, warrant, call, conversion or other right or commitment of any kind (including any of the foregoing created
in connection with any indebtedness of the Company) exists that obligates the Company to issue any of its authorized but unissued
capital stock or other equity interest or that obligates the Sellers to transfer any Shares to any person. Neither the Company
nor any Seller is a party to any, and there exist no, voting trusts, stockholder agreements, pledge agreements, or other agreements
relating to or restricting the transferability of any Shares or any other equity interest in the Company. The Shares have been
issued in accordance with all applicable federal and state securities laws. The Shares being acquired by the Buyer hereunder constitute
all of the outstanding capital stock of the Company. The Company has no subsidiaries and owns no securities or other equity interest
in any other person or entity. The sole member of Mobile Doctors 24/7, LLC, a California limited liability company (“Mobile
Doctors”), is Khalil. The sole member of Reese LLC is Reese.


 


2.3         Authority;
Enforceability. Each Aligned Party has the full right, power and authority to enter into this Agreement, all other agreements
and documents executed in connection with the Transactions (collectively, the “Transaction Documents”) and the
Transactions, and all documents and agreements necessary to give effect to the provisions of this Agreement and the Transaction
Documents and to the Transactions, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery
of this Agreement and the Transaction Documents to which it is a party by each of the Company, Reese LLC, Aligned Corp. and Aligned
LLC and the consummation of the Transactions by the Company, Reese LLC, Aligned Corp. and Aligned LLC have been duly authorized
by the Company’s and Aligned Corp.’s Board of Directors and by Aligned LLC’s and Reese LLC’s managers,
and all other actions and proceedings required to be taken by or on behalf of the Company, Reese LLC, Aligned Corp. and Aligned
LLC to enter into this Agreement and consummate the Transactions have been duly and properly taken. This Agreement and the Transaction
Documents have been duly and validly executed and delivered by the Aligned Parties who are a party thereto and, subject to the
due authorization, execution and delivery by the Buyer, constitute the legal, valid and binding obligations of each Aligned Party
who is a party thereto, enforceable against each such Aligned Party in accordance with their respective terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general
principles of equity.


 


2.4         No
Violation or Approval. The execution and delivery by the Aligned Parties of this Agreement and the Transaction Documents
to which they are a party, and the consummation by the Aligned Parties of the Transactions to which they are a party, will not,
after the giving of notice or lapse of time or otherwise:


 


(a)          violate
or result in the breach of any of the terms or conditions of, or constitute a default under, or allow for the acceleration or termination
of, or in any manner release any party from any obligation under, or result in any lien, claim or encumbrance on the Shares or
the assets of the Company under, any mortgage, deed, lease, note, bond, indenture, agreement, license or other instrument or obligation
of any kind or nature to which any Aligned Party or the Company is a party, or by which any Aligned Party or the Company, or any
Aligned Party’s or the Company’s assets, is or may be bound or affected;


 



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(b)          violate
any law, rule or regulation, or any order, writ, injunction or decree of any court, administrative agency or governmental authority,
or require the approval, consent or permission of any governmental or regulatory authority; or


 


(c)          violate
the Articles of Incorporation or Bylaws of the Company or Aligned Corp., or the Articles of Organization or the Operating Agreement
of Aligned LLC.


 


2.5         Ownership
of Assets. The Assets are listed on Schedule 2.5. Aligned Corp. and Aligned LLC each received fair value for the
Assets each sold and conveyed (directly or indirectly) to the Company in connection with the Asset Sale. The Company has good and
marketable title to all of the Assets free and clear of any mortgage, security interest, defect, pledge, lien, claim, conditional
sales agreement, lease, encumbrance, charge or rights of third parties whatsoever. The Company does not own nor has it ever owned
any tangible or intangible properties or assets of whatever kind or nature other than the Assets. The Company does not own, lease,
maintain or use, nor has it ever owned, leased, maintained or used, any real property.


 


2.6         Contracts;
Liabilities; Employees; Operations.


 


(a)          Other
than the Transaction Documents to which it is a party, the Company is not a party to nor is it bound by, nor has it ever been a
party to or been bound by, any oral or written contract, agreement or any other obligations of any kind or nature whatsoever.


 


(b)          The
Company has never had, does not have, nor will it have as of the Closing Date any liabilities of any nature, whether accrued, absolute,
contingent or otherwise (including tax liabilities due or to become due), other than California minimum franchise taxes which automatically
accrue upon corporate formation and which have been paid in full.


 


(c)          The
Company does not have, nor has it ever had, any employees or independent contractors.


 


(d)          Since
its inception, the Company has not conducted any activities, business or operations, other than activities directly related to
the formation of the Company.


 


2.7         Losses
and Litigation. Neither the Company nor any Aligned Party is a party to or engaged in any action, suit, governmental proceeding
or investigation or arbitration, nor is aware of any pending or threatened claim, proceeding, or investigation, or any basis therefor,
involving or relating in any way to the Transactions, the Company, the Assets or the business or operations of the Company as contemplated
to be conducted following the Closing. No Aligned Party knows of any facts upon which material claims may hereafter be made against
the Company or any Aligned Party involving or relating in any way to the Transactions, the Assets or the business or operations
of the Company as contemplated to be conducted following the Closing. Neither the Company nor the Assets are subject to any judgment,
order, injunction, or decree of any court, administrative agency, or other governmental authority or arbitration award.


 



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2.8           Compliance
with Laws: Governmental Authorizations. Each of the Company, Aligned Corp. and Aligned LLC is in compliance with all applicable
laws, statutes, orders, rules and regulations promulgated by, or judgments entered by, any federal, state, or local court or governmental
authority relating to or affecting the operation, conduct or ownership of the Assets or the business or operations of the Company
as contemplated to be conducted following the Closing, except where the failure to be in substantial compliance would not have
a material adverse effect upon the business, operations or financial condition of either the Company or the Assets. Without limiting
the generality of the foregoing, the Company, Aligned Corp. and Aligned LLC are in compliance with all applicable state and federal
regulations relating to licenses, standards of testing, rebates and kickbacks, accreditation of personnel and compliance with governmental
reimbursement programs. All reports and returns required by federal, state or municipal authorities with respect to the operations
of the Company, Aligned Corp. and Aligned LLC have been filed, and all sums due with respect to such reports and returns have been
paid. No Aligned Party has received any notice from any federal, state or other governmental authority or agency having jurisdiction
over its properties or activities or any insurance or inspection body that its operations or any of their respective properties,
facilities, equipment or business procedures or practices fail to comply with any applicable law, ordinance, regulation, building
or zoning law or requirement of any public or quasi-public authority or body.


 


2.9           Fraud
and Abuse. Aligned Corp., Aligned LLC and their respective officers, directors, managers and persons or entities providing
professional services for Aligned Corp. have not engaged in any activities which are prohibited under U.S.C. Section 1320a-7b,
or the regulations promulgated thereunder, or under any state or local statutes or regulations, or which are prohibited by rules
of professional conduct, including but not limited to, the following: (a) knowingly and willfully making or causing to be
made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully
making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit
or payment; (c) failure to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right
to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment;
and (d) knowingly soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly
or covertly, in cash or in kind or offering to pay or receive such remuneration (i) in return for referring an individual to a
person for the furnishing or arranging for the furnishing of any item or service or (ii) in return for purchasing, leasing or ordering
or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item.


 


2.10         Power
of Attorney. The Company has not given any power of attorney, whether limited or general; to any person which is continuing
in effect.


 


2.11         Intellectual
Property. The Company owns or possesses sufficient legal rights to the Assets which constitute intellectual property rights,
including without limitation patents, trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information and
proprietary rights and processes (the “Company Intellectual Property”) to use such Company Intellectual Property
in the Company’s business as proposed to be conducted, without any known conflict with, or infringement of, the rights of
others. The Company Intellectual Property has either been independently derived without any knowing violation by the Company or
any Aligned Party of any rights of others or, with respect to any Company Intellectual Property that has been developed for the
Aligned Parties by other third parties, the Aligned Party has instructed such other third parties to not violate any such rights
of others and no Aligned Party has any knowledge that such third parties have violated any such rights. No Aligned Party has received
any communications alleging that any Aligned Party has violated or, by conducting its business, would violate any of the patents,
trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights or processes of any other person or
entity. The Aligned Parties reasonably believe that it will not be necessary to use any inventions of any persons it intends to
hire made prior to their employment by the Company, other than any business models, operational specifications, blueprints, financial
models, or similar work product created by, or at the direction of any Aligned Party in contemplation of the Company and its business
(all of which belong to the Company and to the Aligned Parties’ knowledge were not made in infringement of any third party’s
rights).


 



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2.12       Conflicts
of Interest.


 


(a)          Other
than this Agreement, the Transaction Documents and the consulting and employment agreements attached to this Agreement as Schedule
2.12 (the “Aligned Agreements”), there are no agreements, understandings or proposed transactions between
the Company and any of the Aligned Parties, or between Aligned Corp. or Aligned LLC, on the one hand, and any of Khalil, McReynolds
or Reese, on the other hand, or their respective spouses or children or any affiliate of any of the foregoing, that could materially
affect the Company, the ownership or operation of its business as presently contemplated to be conducted or the obligations of
any Aligned Party under this Agreement or any Transaction Document. The Buyer acknowledges and agrees that, simultaneously with
the provision of services to the Company by Khalil, McReynolds and Reese under the terms of the Transaction Documents, Khalil (acting
through Mobile Doctors), McReynolds and Reese will continue to be employed by or otherwise provide services to Aligned Corp. and
Aligned LLC pursuant to the Aligned Agreements.


 


(b)          None
of the Aligned Parties (i) are, directly or indirectly, indebted to the Company or (ii) have any direct or indirect ownership interest
(other than ownership of less than 1% of a any firm, corporation or similar entity whose securities trade on a national securities
exchange or NASDAQ) in any firm or corporation which will likely compete with the Company outside of the Aligned Territory assuming
it conducts business as contemplated.


 


2.13       Status
of Negotiations. The status of the Aligned Parties’ negotiations relating to the Company’s prospective provision
of 24 hour physician and nursing call center services outside of the Aligned Territory is summarized on Schedule 2.13. The
Aligned Parties have disclosed to the party or parties with whom the Aligned Parties are negotiating on the Company’s behalf
that the Sale of Shares is pending and would result in a change in control of the Company, and such party or parties have consented
to or will consent to such change in control arising from the Sale of Shares.


 


2.14       No
Broker’s Fees. Neither the Company nor any Aligned Party has done anything to cause or incur any liability or obligation
on its part for investment banking, brokerage, finder’s, agent’s or other fees, commissions, expenses or charges in
connection with the negotiation, preparation, execution or performance of this Agreement or the consummation of the Transactions
and knows of no claim by anyone for such payment.


 



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2.15         Full
Disclosure. Neither this Agreement nor any schedule, exhibit, list, certificate or other instrument or document delivered
to the Buyer pursuant to this Agreement by or on behalf of any Aligned Party contains any untrue statement of a material fact or,
to the knowledge of the Aligned Parties, omits to state any material fact required to be stated herein or therein or necessary
to make the statements, representations or warranties and information contained herein, or therein not misleading. The Aligned
Parties represent that they have not withheld from the Buyer disclosure of any event, condition or fact which any Aligned Party
knows would materially adversely affect the Assets, or the operations or prospects of the Call Center Business or Assets.


 


Article
3



INVESTOR REPRESENTATIONS AND WARRANTIES OF SELLERS


 


Each Seller, severally
and not jointly, represents and warrants to the Buyer that the statements contained in this Article 3 are correct and complete
as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the
Closing Date were substituted for the date of this Agreement throughout this Article 3). Each Seller agrees that the representations
and warranties made in this Article 3 shall survive the Closing as provided in Section 11.1.


 


3.1           Buyer
Stock Acquired for Own Account. The shares of Buyer Stock are being acquired by the Seller and not by any other person,
and for the account of the Seller, not as a nominee or agent and not for the account of any other person. No other person will
have any interest, beneficial or otherwise, in any shares of the Buyer Stock. The Seller is not obligated to transfer any shares
of Buyer Stock to any other person, nor does the Seller have any agreement or understanding to do so. The Seller is purchasing
the shares of Buyer Stock for investment for an indefinite period not with a view to the sale or distribution of any part or all
of the shares of Buyer Stock by public or private sale or other disposition. The Seller has no intention of selling, granting any
participation in or otherwise distributing or disposing of any shares of Buyer Stock. The Seller does not intend to subdivide the
Seller’s acquisition of shares of Buyer Stock with any person.


 


3.2           Buyer
Stock Not Registered for Resale. The Seller has been advised that the Buyer Stock has not been and will not be registered
or qualified under 1933 Act, the California Corporate Securities Law of 1968, as amended (the “California Securities Law”),
or any other securities law, on the ground, among others, that no distribution or public offering of the Buyer Stock is to be effected
and the Buyer Stock will be issued by the Buyer in connection with a transaction that does not involve any public offering within
the meaning of Section 4(2) of the 1933 Act or applicable provisions of the California Securities Law and other securities laws
and regulations, or under the respective rules and regulations thereunder of the Securities and Exchange Commission, the California
Commissioner of Corporations and the administrators of such other laws and regulations. The Seller understands that the Buyer is
relying in part on the Seller’s representations as set forth herein for purposes of claiming such exemptions and that the
basis for such exemptions may not be present if, notwithstanding the Seller’s representations, the Seller has in mind merely
acquiring the Buyer Stock for resale on the occurrence or non-occurrence of some predetermined event. The Seller has no such intention.


 



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3.3         Sophistication
or Prior Business Relationship. The Seller, either alone or with the Seller’s professional advisors who are unaffiliated
with, have no equity interest in and are not compensated by the Buyer or any affiliate or selling agent of the Buyer, directly
or indirectly, has such knowledge and experience in financial and business matters that the Seller is capable of evaluating the
merits and risks of investment in Securities and has the capacity to protect the Seller’s own interests in connection with
the Seller’s proposed investment in the Buyer Stock, or the Buyer has a preexisting personal or business relationship with
the Buyer or any of its officers, directors or controlling persons. The Seller is an “accredited investor” as provided
by Regulation D under the 1933 Act, and has so indicated such status by marking one of the categories of “accredited investor”
on the Seller’s Offering Questionnaire that it has furnished to the Buyer.


 


3.4         Offering
Questionnaire. The Seller has previously furnished to the Buyer a completed and signed Offering Questionnaire. The information
in the Seller’s completed and signed Offering Questionnaire previously delivered or being delivered to the Buyer, which is
incorporated herein by reference, is true and complete in all respects as of the date hereof.


 


3.5         Information
about Buyer. The Seller acknowledges that the Seller has been furnished with such financial and other information concerning
the Buyer, the directors and officers of the Buyer and the business and proposed business of the Buyer as the Seller considers
necessary in connection with the Seller’s investment in the Buyer Stock. The Seller has conducted the Seller’s own
thorough and comprehensive investigation and review of, and is thoroughly familiar with, the existing and proposed management,
business, operations, properties and financial condition of the Buyer. The Seller has discussed with officers of the Buyer any
questions the Seller may have had with respect thereto. The Seller understands:


 


(a)          The
extreme risks involved in acquiring the Buyer Stock;


 


(b)          The
financial hazards involved in acquiring the Buyer Stock, including the risk of losing the Seller’s entire investment; and


 


(c)          The
lack of liquidity and restrictions on transfers of the Buyer Stock; and


 


The Seller has consulted with the Seller’s
own legal, accounting, tax, investment and other advisors with respect to the tax consequences of the Sale of Shares and the Seller’s
acquisition of the Buyer Stock and the merits and risks of acquiring the Buyer Stock. In making any decision regarding the acquisition
of the Buyer Stock, the Seller has relied and will rely entirely on the Seller’s own investigation of the Buyer and its businesses,
management, operations, properties and financial condition.


 


3.6         Risk
of Loss. Understanding that the acquisition of the Buyer Stock is highly speculative, the Seller is able to bear the economic
risk of such investment.


 


3.7         No
Advertising. The offer to issue the Buyer Stock was directly communicated to the Seller by the Buyer in a manner such that
the Seller was able to ask questions of and receive answers from the officers of the Buyer concerning the terms and conditions
of this transaction. At no time was the Seller presented with or solicited by any leaflet, public promotional meeting, newspaper,
magazine, radio or television article or advertisement, or other form of advertising or general solicitation.


 



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Article
4



Representations AND WARRANTIES OF BUYER 


 


The Buyer represents
and warrants to each of the Aligned Parties that the statements contained in this Article 4 are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date
were substituted for the date of this Agreement throughout this Article 4). The Buyer agrees that the representations and
warranties made in this Article 4 shall survive the Closing as provided in Section 11.1.


 


4.1           Due
Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware with full corporate power and corporate authority to own and lease its properties and to carry
on its business as now conducted.


 


4.2           Authority;
Enforceability. The Buyer has the full right, power and authority to enter into this Agreement, the Transaction Documents
to which it is a party and the Transactions to which it is a party, and all documents and agreements necessary to give effect to
the provisions of this Agreement and the Transaction Documents to which it is a party and to the Transactions to which it is a
party, and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction
Documents to which it is a party by the Buyer and the consummation of the Transactions to which it is a party by the Buyer have
been duly authorized by the Buyer’s Board of Directors, and all other actions and proceedings required to be taken by or
on behalf of the Buyer to enter into this Agreement and consummate the Transactions to which it is a party have been duly and properly
taken. This Agreement and the Transaction Documents to which it is a party have been duly and validly executed and delivered by
the Buyer and, subject to the due authorization, execution and delivery by the Aligned Parties, constitute the legal, valid and
binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general
principles of equity.


 


4.3           No
Violation or Approval. The execution and delivery by the Buyer of this Agreement and the Transaction Documents to which
it is a party, and the consummation by the Buyer of the Transactions to which it is a party, will not, after the giving of notice
or lapse of time or otherwise:


 


(a)          violate
or result in the breach of any of the terms or conditions of, or constitute a default under, or allow for the acceleration or termination
of, or in any manner release any party from any obligation under, or result in any lien, claim or encumbrance on the shares of
Buyer Stock or the assets of the Buyer under, any mortgage, deed, lease, note, bond, indenture, agreement, license or other instrument
or obligation of any kind or nature to which the Buyer is a party, or by which the Buyer, or the Buyer’s assets, is or may
be bound or affected;


 



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(b)          violate
any law, rule or regulation, or any order, writ, injunction or decree of any court, administrative agency or governmental authority,
or require the approval, consent or permission of any governmental or regulatory authority; or


 


(c)          violate
the Certificate of Incorporation or Bylaws of the Buyer.


 


4.4         No
Broker’s Fees. The Buyer has not done anything to cause or incur any liability or obligation on its part for investment
banking, brokerage, finder’s, agents or other fees, commissions, expenses or charges in connection with the negotiation,
preparation, execution or performance of this Agreement or the consummation of the Transactions, and the Buyer does not know of
any claim by anyone for such payment.


 


4.5         SEC
Reports. To its knowledge, the Buyer has filed all reports required to be filed with the U.S. Securities and Exchange Commission
(the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”),
since January 1, 2009 (all such reports, including those to be filed prior to the Closing Date, are collectively referred to as
the “Buyer SEC Reports”), and has previously furnished or made
available (through EDGAR) to the Sellers true and complete copies of all the Buyer SEC Reports (including any exhibits thereto)
and will promptly furnish or make available (through EDGAR) to the Sellers any Buyer SEC Reports filed between the date hereof
and the Closing Date. All of such Buyer SEC Reports complied at the time they were filed, in all material respects, with applicable
requirements of the 1934 Act and the rules and regulations thereunder.


 


Article
5



COVENANTS OF the aligned parties


 


5.1         Aligned
Parties’ Restrictive Covenants.


 


(a)          Restrictive
Covenants.


 


(i)          The
Buyer and the Aligned Parties acknowledge that (a) the Buyer, as the purchaser of the Shares, following the Closing will be
engaged in the provision of services relating to patient case management or the management, administration and operation of 24-hour
physician and nursing call centers and related services (the “Call Center Business”); (b) the Aligned
Parties are intimately familiar with the Call Center Business; (c) the Call Center Business is currently conducted in the
Aligned Territory and the Buyer intends to expand the Call Center Business into other geographic areas outside of the Aligned Territory;
(d) the Aligned Parties have had access to trade secrets of and confidential information concerning the Assets and the Call
Center Business; (e) the Buyer is currently engaged in the provision of in-patient physician services at hospitals and other
acute or post-acute facilities and contracts directly with acute or post-acute facilities, medical group and health plans with
other activities related thereto (the “Hospitalist Business”) throughout the United States; (f) the agreements
and covenants contained in this Section 5.1 are essential to protect the goodwill being acquired as part of the Assets; and
(g) but for the agreement of the Aligned Parties to the provisions of this Section 5.1, the Buyer would not have agreed to
enter into this Agreement and the Transactions to which it is a party.


 



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(ii)         Each
Aligned Party covenants and agrees that, during the Restricted Period, the Aligned Parties and their affiliates shall not, anywhere
in the United States outside of the Aligned Territory, directly or indirectly, acting individually or as the owner, shareholder,
partner, member, employee or consultant of any entity other than the Buyer or one of its subsidiaries, directly or indirectly,
(A) engage in or own or operate a business competitive with or similar to the Call Center Business; (B) whether or not
for compensation, enter the employ of, or render any personal services to or for the benefit of, or assist in or facilitate the
solicitation of customers for, or receive remuneration in the form of salary, commissions or otherwise from, any business competitive
with or similar to the Call Center Business; (C) as owner or lessor of real estate or personal property, rent to or lease
any facility, equipment or other assets to any business engaged in activities competitive with or similar to the Call Center Business;
or (D) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any
capacity, including as a sole proprietor, partner, shareholder, member, officer, director, principal, agent, trustee or lender;
provided, however, that an Aligned Party or an affiliate may own, directly or indirectly, solely as an investment,
securities of any business traded on any national securities exchange or NASDAQ, provided that such Aligned Party or such affiliate
is not a controlling person of, or a member of a group that controls, such business and further provided that such Aligned Party
or such affiliate does not, in the aggregate, directly or indirectly, own two percent (2%) or more of any class of securities of
such business.


 


(iii)        Each
Aligned Party covenants and agrees that, during the Restricted Period, the Aligned Parties and their affiliates shall not, anywhere
in the United States, directly or indirectly, acting individually or as the owner, shareholder, partner, member, employee or consultant
of any entity other than the Buyer or one of its subsidiaries, directly or indirectly, (A) engage in or own or operate a business
competitive with or similar to the Hospitalist Business; (B) whether or not for compensation, enter the employ of, or render
any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration
in the form of salary, commissions or otherwise from, any business competitive with or similar to the Hospitalist Business; (C) as
owner or lessor of real estate or personal property, rent to or lease any facility, equipment or other assets to any business engaged
in activities competitive with or similar to the Hospitalist Business; or (D) receive or purchase a financial interest in,
make a loan to, or make a gift in support of, any such business in any capacity, including as a sole proprietor, partner, shareholder,
member, officer, director, principal, agent, trustee or lender; provided, however, that an Aligned Party or an affiliate
may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange
or NASDAQ, provided that such Aligned Party or such affiliate is not a controlling person of, or a member of a group that controls,
such business and further provided that such Aligned Party or such affiliate does not, in the aggregate, directly or indirectly,
own two percent (2%) or more of any class of securities of such business.


 


(iv)        For
purposes of this Agreement, the term “Restricted Period” shall mean the period beginning on the Closing Date
and ending on the earliest to occur of (A) the removal or failure to re-elect Khalil as president of the Company, (B) the
termination for any reason of Khalil’s engagement with the Company or any of its affiliates as an employee or consultant,
and (C) the exercise by the Buyer of its right under Section 1.2(d) to repurchase all of the Buyer Stock then outstanding.
The Restricted Period shall be extended by the number of days in any period in which any Aligned Party or an affiliate of any Aligned
Party is determined by a court of competent jurisdiction to be in default or breach of this Section 5.1(a).


 



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(b)          Rights
and Remedies On Breach. If any Aligned Party or an affiliate of any Aligned Party breaches, or threatens to commit a breach
of, any of the provisions of Section 5.1(a) (the “Aligned Restrictive Covenants”), the Buyer shall have
the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable,
and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Buyer at law or in equity:


 


(i)          Specific
Performance. Each Aligned Party agrees that any breach or threatened breach of the Aligned Restrictive Covenants would cause
irreparable injury to the Buyer and that money damages would not provide an adequate remedy to the Buyer. Accordingly, in addition
to any other rights or remedies, the Buyer shall be entitled to exercise the remedies set forth in Sections 11.2 and 11.3.


 


(ii)         Accounting.
The right and remedy to require each Aligned Party to account for and pay over to the Buyer all compensation, profits, monies,
accruals, increments or other benefits derived or received by any Aligned Party as the result of any transactions constituting
a breach of the Aligned Restrictive Covenants.


 


(iii)        Severability
of Covenants. Each Aligned Party acknowledges and agrees that the Aligned Restrictive Covenants are reasonable and valid
in prohibited business activity and geographical and temporal scope and in all other respects. If the business activities, period
of time or geographical area covered by the Aligned Restrictive Covenants should be deemed too extensive, then the parties intend
that the Aligned Restrictive Covenants be construed to cover the maximum scope of business activities, period of time and geographical
area (not exceeding those specifically set forth herein), if any, as may be permissible under applicable law.


 


(iv)        Blue-Penciling.
If any court determines that any of the Aligned Restrictive Covenants, or any part thereof, is unenforceable because of the scope
of the business activities covered, the duration or the geographic area, such court shall reduce the scope duration or area of
such provision, as the case may be, to the minimum extent necessary to render it enforceable and, in its reduced form, such provision
shall then be enforced.


 


(v)         Enforceability
in Jurisdiction. The Buyer and the Aligned Parties intend to and hereby confer jurisdiction to enforce the Aligned Restrictive
Covenants on the courts of any jurisdiction within the geographic scope of the Aligned Restrictive Covenants. If the courts of
any one or more of such jurisdictions hold the Aligned Restrictive Covenants unenforceable by reason of the breadth of such scope
or otherwise, such determination shall not bar or in any way affect the Buyer’s right to the relief provided above in the
courts of any other jurisdiction within the geographic scope of the Aligned Restrictive Covenants as to breaches of such covenants
in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable into
diverse and independent covenants.


 



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5.2           Transfer
Restrictions on Buyer Stock. Each Seller agrees that the Seller shall in no event Transfer (as defined below) any shares
of Buyer Stock, nor shall the Seller receive any consideration for any shares of Buyer Stock from any person, for a period ending
on the date which is thirteen (13) months following the Closing Date. The term “Transfer” as used in this Section 5.2
shall include any sale, assignment, transfer, conveyance, gift, encumbrance, pledge, bequest, devise, hypothecation, or other disposition
of any shares of Buyer Stock, including a levy or attachment on any shares of Buyer Stock. Any attempted or purported Transfer
in violation of this Section 5.2 shall be void and of no effect whatsoever. Notwithstanding the foregoing, Aligned Corp. may Transfer
all or a part of the Initial Shares it receives pursuant to Section 1.2(a)(i) to McReynolds, Ragaa Ibrahim, M.D. and any other
physician who is employed by Aligned Corp. at any time following the six (6) month anniversary of the Closing Date, provided that
the Buyer determines in its sole discretion that each such Transfer complies with all applicable federal and state securities laws
(and the Buyer shall have to right in its sole discretion to require such transferee to provide a completed investor questionnaire
and Aligned Corp. to provide a legal opinion to the Buyer that such transfer complies with applicable federal and state securities
laws, in each case in form and substance satisfactory to the Buyer) and, provided further, that any such transferee executes a
joinder to this Agreement under which he or she agrees to become bound by the applicable provisions hereof, including without limitation
Article III and this Article V.


 


5.3           Legends.
The Buyer shall endorse the following legend on the face of each certificate representing shares of Buyer Stock, or on the reverse
thereof with reference thereto on the face thereof:


 


THESE SHARES MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, ENCUMBERED PLEDGED, HYPOTHECATED, GIVEN AS A GIFT OR OTHERWISE DISPOSED OF OR ALIENATED, VOLUNTARILY, BY
OPERATION OF LAW, OR OTHERWISE, WHETHER OR NOT PURSUANT TO OR IN CONNECTION WITH ANY MERGER, CONSOLIDATION, RECAPITALIZATION, REORGANIZATION
OR OTHER CORPORATE TRANSACTION, EXCEPT ONLY IN COMPLIANCE WITH THE STOCK PURCHASE AGREEMENT DATED FEBRUARY 15, 2011, A COPY
OF WHICH IS ON FILE AT THE CORPORATION’S PRINCIPAL PLACE OF BUSINESS.


 


In addition, the certificate(s) representing
Buyer Stock may bear such legends as the Buyer may consider necessary or advisable to facilitate compliance with the 1933 Act,
the California Securities Law and any other securities law, including, without limitation, legends stating that the shares of Buyer
Stock have not been registered or qualified under the 1933 Act, the California Securities Law or any other securities law and setting
forth the limitations on dispositions imposed hereby.


 



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5.4         Trademark
License. To the extent the Marks (as defined below) are not included in the Assets or otherwise transferred or assigned
to the Company pursuant to the Transaction Documents relating to the Asset Sale, Aligned Corp. and Aligned LLC hereby grant to
the Company and the Buyer an exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up right
and license to reproduce, use and display “Aligned Healthcare” and any similar names or marks and any designs used
or associated therewith (collectively, the “Marks”) in the United States outside of the Aligned Territory.
The Company and the Buyer shall have the sole discretion to determine when and how to reproduce, use and display the Marks in the
United States outside of the Aligned Territory. Neither the Company nor the Buyer shall use the Marks for any purpose and under
any circumstance in the Aligned Territory or outside of the United States. No Aligned Party shall use the Marks for any purpose
and under any circumstance in the United States outside of the Aligned Territory. The Buyer and the Aligned Parties acknowledge
and agree that the Purchase Price payable to the Sellers under this Agreement shall be the consideration for the rights and licenses
granted under this Section 5.4, and that no additional fees, royalties or consideration whatsoever shall be payable in connection
with any such rights and licenses granted under this Section 5.4.


 


5.5         Aligned
Parties’ Representative.


 


(a)          In
order to administer efficiently the rights and obligations of the Aligned Parties under this Agreement, the Aligned Parties hereby
designate and appoint Khalil as the Aligned Parties’ Representative (the “Aligned Parties’ Representative”)
to serve as the Aligned Parties’ agent and attorney-in-fact for the limited purposes set forth in this Agreement.


 


(b)          Each
of the Aligned Parties hereby appoints the Aligned Parties’ Representative as such Aligned Party’s agent, proxy and
attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority
on such Aligned Party’s behalf (i) to consummate the Transactions; (ii) to disburse any Buyer Stock received hereunder
to the Sellers; (iii) to execute and deliver on behalf of each Aligned Party any amendment of or waiver under this Agreement,
and to agree to resolution of all Losses hereunder; (iv) to retain legal counsel and other professional services, at the expense
of the Aligned Parties, in connection with the performance by the Aligned Parties’ Representative of this Agreement including
all actions taken on behalf of the Aligned Parties as Indemnifying Party pursuant to Article 9; and (v) to do each and every
act and exercise any and all rights which such Aligned Party or Aligned Parties are permitted or required to do or exercise under
this Agreement, the Transaction Documents and the other agreements, documents and certificates executed in connection herewith
and therewith. Each of the Aligned Parties agrees that such agency and proxy are coupled with an interest, are therefore irrevocable
without the consent of the Aligned Parties’ Representative and shall survive the death, bankruptcy or other incapacity of
any Aligned Party.


 


(c)          Each
of the Aligned Parties hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Aligned
Parties to enforce the rights of the Aligned Parties under this Agreement, and any action taken with respect to any Loss (including
any action taken to object to, defend, compromise or agree to the payment of such Loss), shall be effective if approved in writing
by the Aligned Parties’ Representative, and that each and every action so taken shall be binding and conclusive on every
Aligned Party, whether or not such Aligned Party had notice of, or approved, such amendment or waiver.


 



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(d)          Khalil
shall serve as the Aligned Parties’ Representative until he resigns or is otherwise unable or unwilling to serve. In the
event that a Aligned Parties’ Representative resigns from such position or is otherwise unable or unwilling to serve, the
remaining Aligned Parties shall select, by the vote of the holders of a majority of the Shares immediately prior to the Closing,
a successor representative to fill such vacancy, shall provide prompt written notice to the Buyer of such change and such substituted
representative shall then be deemed to be the Aligned Parties’ Representative for all purposes of this Agreement.


 


5.6         Certain
Waivers.


 


(a)          McReynolds
acknowledges and agrees that she shall not have the right to receive any Contingent Stock or Post-Closing Earnout Stock under Section 1.2,
and McReynolds irrevocably waives and disclaims any right to receive any Contingent Stock or Post-Closing Earnout Stock from the
Buyer.


 


(b)          Each
of Aligned Corp., McReynolds, Reese LLC and Reese acknowledges and agrees that such party shall not receive any amounts under Section
6.3 and each such party irrevocably waives and disclaims any right to receive the same or any similar consideration from the Buyer.


 


(c)          Each
of Aligned Corp., McReynolds, Reese LLC and Reese acknowledges that in the event that at any time after the execution of this Agreement
any of them hereafter discovers claims or facts which are not now known or suspected, or in the event that claims or facts now
known have consequences or results not known or suspected, this Section 5.6 shall nevertheless constitute a full and final waiver
as to each of Aligned Corp., McReynolds, Reese LLC and Reese and matters herein waived, and this waiver shall apply to and include
all such unknown or unsuspected consequences or results. Each of Aligned Corp., McReynolds, Reese LLC and Reese has read and has
been carefully advised by their attorneys of the contents of Section 1542 of the California Civil Code which reads as follows:


 


“A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


Aligned Corp., McReynolds,
Reese LLC and Reese, and each of them, have read and have been carefully advised by their attorneys of the contents of Section
1542. Aligned Corp., McReynolds, Reese LLC and Reese, and each of them, hereby expressly, unconditionally and irrevocably waive
any and all rights and benefits under Section 1542.


 



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Article
6



COVENANTS OF BUYER


 


6.1         Buyer’s
Restrictive Covenants.


 


(a)          Restrictive
Covenants.


 


(i)          The
Buyer and the Aligned Parties acknowledge that (a) the Aligned Parties are and will continue to be engaged in the Call Center
Business in the Aligned Territory; (b) the agreements and covenants contained in this Section 6.1 are essential to protect
the goodwill of the Call Center Business being conducted by the Aligned Parties in the Aligned Territory; and (c) but for
the agreement of the Buyer to the provisions of this Section 6.1, the Aligned Parties would not have agreed to enter into this
Agreement and the Transactions to which they are a party.


 


(ii)         The
Buyer covenants and agrees that, during the Restricted Period, the Buyer, the Company and their respective affiliates (but
excluding any non-management shareholder of the Buyer) shall not, anywhere in the Aligned Territory, directly or indirectly, acting
individually or as the owner, shareholder, partner, member, employee or consultant of any entity other than Aligned LLC, Aligned
Corp. or one of its subsidiaries, directly or indirectly, (A) engage in or own or operate a business competitive with or similar
to the Call Center Business; (B) whether or not for compensation, enter the employ of, or render any personal services to
or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of salary,
commissions or otherwise from, any business competitive with or similar to the Call Center Business; (C) as owner or lessor
of real estate or personal property, rent to or lease any facility, equipment or other assets to any business engaged in activities
competitive with or similar to the Call Center Business; or (D) receive or purchase a financial interest in, make a loan to,
or make a gift in support of, any such business in any capacity, including as a sole proprietor, partner, shareholder, member,
officer, director, principal, agent, trustee or lender; provided, however, that the Buyer, the Company or an affiliate
may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities exchange
or NASDAQ, provided that such Aligned Party or such affiliate is not a controlling person of, or a member of a group that controls,
such business and further provided that such Aligned Party or such affiliates does not, in the aggregate, directly or indirectly,
own two percent (2%) or more of any class of securities of such business. The Restricted Period shall be extended by the number
of days in any period in which the Buyer, the Company or any of their respective affiliates (but excluding any non-management shareholder
of the Buyer) is determined by a court of competent jurisdiction to be in default or breach of this Section 6.1(a).


 


(b)          Rights
and Remedies On Breach. If the Buyer, the Company or an affiliate of either one (but excluding any non-management shareholder
of the Buyer) breaches, or threatens to commit a breach of, any of the provisions of Section 6.1(a) (the “Buyer Restrictive
Covenants”), Aligned Corp. and Aligned LLC shall have the following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to Aligned Corp. or Aligned LLC at law or in equity:


 



    	21



    	 



    

 


(i)          Specific
Performance. The Buyer agrees that any breach or threatened breach of the Buyer Restrictive Covenants would cause irreparable
injury to Aligned Corp. and Aligned LLC and that money damages would not provide an adequate remedy to Aligned Corp. and Aligned
LLC. Accordingly, in addition to any other rights or remedies, Aligned Corp. and Aligned LLC shall be entitled to exercise the
remedies set forth in Sections 11.2 and 11.3.


 


(ii)         Accounting.
The right and remedy to require the Buyer to account for and pay over to Aligned Corp. and Aligned LLC all compensation, profits,
monies, accruals, increments or other benefits derived or received by the Buyer, the Company or any of their respective affiliates
as the result of any transactions constituting a breach of the Buyer Restrictive Covenants.


 


(iii)        Severability
of Covenants. The Buyer acknowledges and agrees that the Buyer Restrictive Covenants are reasonable and valid in prohibited
business activity and geographical and temporal scope and in all other respects. If the business activities, period of time or
geographical area covered by the Buyer Restrictive Covenants should be deemed too extensive, then the parties intend that the Buyer
Restrictive Covenants be construed to cover the maximum scope of business activities, period of time and geographical area (not
exceeding those specifically set forth herein), if any, as may be permissible under applicable law.


 


(iv)        Blue-Penciling.
If any court determines that any of the Buyer Restrictive Covenants, or any part thereof, is unenforceable because of the scope
of the business activities covered, the duration or the geographic area, such court shall reduce the scope duration or area of
such provision, as the case may be, to the minimum extent necessary to render it enforceable and, in its reduced form, such provision
shall then be enforced.


 


(v)         Enforceability
in Jurisdiction. The Buyer and Aligned Corp. and Aligned LLC intend to and hereby confer jurisdiction to enforce the Buyer
Restrictive Covenants on the courts of any jurisdiction within the geographic scope of the Buyer Restrictive Covenants. If the
courts of any one or more of such jurisdictions hold the Buyer Restrictive Covenants unenforceable by reason of the breadth of
such scope or otherwise, such determination shall not bar or in any way affect Aligned Corp. and Aligned LLC’s right to the
relief provided above in the courts of any other jurisdiction within the geographic scope of the Buyer Restrictive Covenants as
to breaches of such covenants in such other respective jurisdictions, such covenants as they relate to each jurisdiction being,
for this purpose, severable into diverse and independent covenants.


 


6.2           Officer
and Director Positions. The Buyer shall cause Khalil to be elected the president of the Company and a member of the Buyer’s
board of directors as soon as practicable following the Closing.


 



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6.3           Reimbursement
of Certain Tax Payments. The Company shall reimburse Khalil for any federal or state income taxes payable by Raouf attributable
to the issuance to Khalil of the Initial Shares and the Contingent Stock, if any. Any such reimbursement amounts shall be payable
promptly after Khalil provides the Company with a letter indicating that his applicable tax returns are prepared and ready to file,
the amount of such taxes and such taxes are due and payable. The aggregate amount of such reimbursement obligation shall in no
event exceed $33,000 and Khalil shall not be entitled to any gross up with respect to any federal or state income tax payable on
any amounts received under this Section 6.3.


 


Article
7



CONDITIONS TO OBLIGATIONS OF BUYER


 


The obligations of
the Buyer to consummate the Transactions to which it is a party are subject to the satisfaction, on or prior to the Closing Date,
of the following conditions:


 


7.1           Representations
and Warranties: Compliance with Undertakings. All of the representations and warranties made by each of the Aligned Parties
in this Agreement or any of the Transaction Documents shall be true and correct as of the date of this Agreement, shall be deemed
to have been made again at and as of the Closing and shall be true and correct at and as of the Closing. Each of the Aligned Parties
shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with
by each of the Aligned Parties prior to or at the Closing.


 


7.2           Officer’s
Certificate. The chief executive officer of Aligned Corp. and the manager of Aligned LLC shall have delivered to the Buyer
a certificate on behalf of Aligned Corp. and Aligned LLC, respectively, stating to such persons’ knowledge that the representations
and warranties of each of the Aligned Parties set forth in this Agreement are true and correct as of the Closing and that the covenants
of each of Aligned Parties set forth in this Agreement have been complied with as of the Closing.


 


7.3           Consents
and Approvals. All necessary consents and approvals by third parties or governmental authorities to the Transactions shall
have been provided to the Buyer.


 


7.4           No
Litigation. There shall have been no litigation or other proceeding commenced or threatened by any person or entity with
respect to the Transactions or otherwise having a materially adverse effect on or concerning the business, operations or financial
condition of any of the Aligned Parties, the Company or the Assets. The Transactions shall not violate any order, decree, or judgment
of any court or governmental body having competent jurisdiction and the Buyer shall not have determined that the Transactions have
become inadvisable or impractical by reason of any order, decree or judgment of any court of competent jurisdiction materially
restraining or prohibiting the effective operation by the Company of the Call Center Business after the Closing Date.


 


7.5           No
Material Adverse Change. There shall have been no material adverse change in the business, operations, financial condition
or prospects of Aligned Corp. or Aligned LLC, or of their affiliates.


 



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7.6           Asset
Sale. The Asset Sale shall have been consummated in accordance with the terms of the applicable Transaction Documents in
form and substance reasonably satisfactory to the Buyer.


 


7.7           Shareholder
and Member Approval. This Agreement, the Transactions Documents and the Transactions shall have been approved in all respects
by the shareholders of Aligned Corp. and the members of Aligned LLC.


 


Article
8



CONDITIONS TO OBLIGATIONS OF ALIGNED PARTIES


 


The obligation of the
Aligned Parties to consummate the Transactions to which they are a party is subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:


 


8.1           Representations
and Warranties: Compliance with Undertakings. All of the representations and warranties made by the Buyer in this Agreement
or any Transaction Documents shall be true and correct as of the date of this Agreement, shall be deemed to have been made again
at and as of the Closing and shall be true and correct at and as of the Closing. The Buyer shall have performed and complied with
all covenants and conditions required by this Agreement to be performed or complied with by the Buyer prior to or at the Closing.


 


8.2           Officer’s
Certificate. The president of the Buyer shall have delivered to the Aligned Parties a certificate on behalf of the Buyer
stating to the knowledge of such officer that the representations and warranties of the Buyer set forth in this Agreement are true
and correct as of the Closing and that the covenants of the Buyer set forth in this Agreement have been complied with as of the
Closing.


 


8.3           No
Litigation. There shall have been no litigation or other proceeding commenced or threatened by any person or entity with
respect to the Transactions or otherwise having a materially adverse effect on or concerning the business, operations or financial
condition of the Buyer. The Transactions shall not violate any order, decree, or judgment of any court or governmental body having
competent jurisdiction and the Aligned Parties shall not have determined that the Transactions have become inadvisable or impractical
by reason of any order, decree or judgment of any court of competent jurisdiction materially restraining or prohibiting the Transactions.


 


8.4           Buyer
Approval. This Agreement and the Transactions to which it is a party shall have been approved by all requisite action of
the Board of Directors of the Buyer.


 



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Article
9



INDEMNIFICATION


 


9.1         Indemnification
by Aligned Parties. The Aligned Parties, jointly and severally, shall indemnify, hold harmless and reimburse the Buyer,
the Company and each officer, director, controlling person, employee, affiliate and agent of the Buyer and the Company (but excluding
Khalil, McReynolds and Reese) (each being a “Buyer Indemnified Party”) from and against any and all claims,
losses, damages, liabilities, diminution of value and costs and related expenses (including, without limitation, settlement costs
and any legal or other fees or expenses for investigating or defending any actions or threatened actions) (all of the foregoing
being referred to below as “Losses”), whether or not involving a third party claim, reasonably incurred by such
Buyer Indemnified Party in connection with any of the following (which right of indemnification and reimbursement will not be affected
by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) about the accuracy or
inaccuracy of or compliance with any representation, warranty or covenant contained in the Agreement):


 


(a)          any
misrepresentation or breach of any warranty made by any Aligned Party in this Agreement or any of the Transaction Documents;


 


(b)          the
nonfulfillment or breach of any covenant, agreement or obligation of any Aligned Party contained in or contemplated by this Agreement
or any of the Transaction Documents;


 


(c)          any
liabilities or obligations related to or arising from the Aligned Parties’ ownership, operation and/or management of the
Assets on or prior to the Closing Date;


 


(d)          any
liabilities or obligations of the Company of any kind or nature whatsoever accruing on or prior to, arising out of or relating
to the period ending on, the Closing Date; or


 


(e)          any
actions, suits, arbitrations, proceedings, demands, assessments, adjustments, costs and expenses (including, specifically, reasonable
attorneys’ fees and expenses of investigation) incident to any of the foregoing.


 


9.2         Indemnification
by Buyer. The Buyer shall indemnify, defend and hold harmless each Aligned Party and each shareholder, member, officer,
director, manager, controlling person, employee, affiliate and agent of Aligned Corp. and Aligned LLC (each being a “Aligned
Party Indemnified Party”) from and against any Losses, whether or not involving a third party claim, reasonably incurred
by such Aligned Party Indemnified Party in connection with any of the following (which right of indemnification and reimbursement
will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) about
the accuracy or inaccuracy of or compliance with any representation, warranty or covenant contained in this Agreement):


 


(a)          any
misrepresentation or breach of any warranty made by the Buyer in this Agreement or any of the Transaction Documents;


 


(b)          the
nonfulfillment or breach of any covenant, agreement or obligation of the Buyer contained in or contemplated by this Agreement or
any of the Transaction Documents; or


 


(c)          any
actions, suits, arbitrations, proceedings, demands, assessments, adjustments, costs and expenses (including, specifically, reasonable
attorneys’ fees and expenses of investigation) incident to any of the foregoing.


 



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9.3         Procedure.
The Buyer Indemnified Party or the Aligned Party Indemnified Party (each, an “Indemnified Party”) shall promptly
notify the Aligned Parties’ Representative, if the Indemnified Party is a Buyer Indemnified Party, or the Buyer, if the Indemnified
Party is an Aligned Party Indemnified Party (each, an “Indemnifying Party”), of any claim, demand, action or
proceeding for which indemnification will be sought under this Article 9, and, if such claim, demand, action or proceeding
is a third party claim, demand, action or proceeding, the Indemnifying Party will have the right, at its expense, to assume the
defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to participate,
at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third
party claim, demand, action or proceeding, the parties hereto shall cooperate with each other and provide each other with access
to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without
the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.


 


9.4         No
Exhaustion of Remedies or Subrogation; Right of Setoff. Each Aligned Party waives any right to require any Buyer Indemnified
Party to (a) proceed against any Aligned Party; (b) proceed against any other person; or (c) pursue any other remedy
whatsoever in the power of any Buyer Indemnified Party. The Buyer may, but shall not be obligated to, set off against any and all
payments or shares of Buyer Stock due any Aligned Party, including any amounts or shares of Buyer Stock due to any Seller under
this Agreement or any Transaction Document, any amount to which any Buyer Indemnified Party is entitled to be indemnified hereunder.
Such right of set off shall be separate and apart from any and all other rights and remedies that the Buyer Indemnified Parties
may have against the Aligned Parties. No consent of any Aligned Party shall be required for any assignment or reassignment of the
rights of the Buyer under this Article 9.


 


Article
10






TERMINATION
OF AGREEMENT 


 


10.1       Termination.
This Agreement and the Transactions may be terminated at any time prior to the Closing Date:


 


(a)          By
mutual consent of the Buyer and the Aligned Parties;


 


(b)          By
the Buyer or the Aligned Parties’ Representative if, despite the good faith efforts of such party, the Closing Date shall
not have occurred on or before March 31, 2011, or such other date, if any, as the parties shall agree upon in writing;


 


(c)          By
the Buyer, if there has been a material violation or breach by any of the Aligned Parties of any of the covenants, agreements,
representations or warranties contained in this Agreement or the Transaction Documents which has not been waived in writing, or
if any of the conditions set forth in Article 7 have not been satisfied by the Closing or have not been waived in writing by the
Buyer;


 



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(d)          By
the Aligned Parties’ Representative, if there has been a material violation or breach by the Buyer of any of the covenants,
agreements, representations or warranties contained in this Agreement or the Transaction Documents to which it is a party which
has not been waived in writing, or if any of the conditions set forth in Article 8 have not been satisfied by Closing or have
not been waived in writing by the Aligned Parties’ Representative; or


 


(e)          By
the Buyer or the Aligned Parties’ Representative immediately upon written notice to the other if any regulatory agency, whose
approval is required for the consummation and performance of the Transactions, denies such application for approval by final order
or ruling (which order or ruling shall not be considered final until expiration or waiver of all periods for review or appeal)
or if the consummation or performance of the Transactions shall violate any non-appealable final order, decree or judgment of any
court or governmental authority having competent jurisdiction.


 


10.2       Notice
and Effect of Termination. On termination of this Agreement, the Transactions shall be abandoned and all continuing obligations
of the parties under or in connection with this Agreement and the Transaction Documents shall be terminated and of no further force
or effect; provided, however, that nothing herein shall relieve any party from liability for any misrepresentation, breach of warranty
or breach of covenant contained in this Agreement or in any Transaction Document prior to such termination. Notwithstanding the
foregoing, the confidentiality obligations set forth in Section 13.8 shall survive the termination of this Agreement for any reason.
If this Agreement has terminated due to the breach of any party, such party shall remain liable for any damages arising from such
breach.


 


Article
11



SURVIVAL OF REPRESENTATIONS AND WARRANTIES 


 


11.1       Survival
of Representations and Warranties. The representations and warranties contained in this Agreement shall survive the Closing,
regardless of any investigation made by the Buyer or any Aligned Party prior to the Closing Date.


 


11.2       Equitable
Remedies. In addition to any other rights or remedies available at law or in equity, upon the breach or threatened breach
of any of the covenants, agreements or obligations of a party under this Agreement, the non-breaching party shall be entitled to
file an action for specific performance or injunctive or other equitable relief without being required to post a bond or provide
any other security.


 


11.3       Remedies
Cumulative. The remedies provided in this Agreement shall be cumulative and shall not preclude any party from asserting
any other right, or seeking any other remedies, against any other party.


 



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Article
12



NOTICES 


 


12.1       Required
Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if sent by certified
mail, postage prepaid, or delivered by hand or courier, addressed as follows:


 


To the Buyer:


 


450 N. Brand
Blvd.


Suite 600


Glendale, California
91203


Attn.: Chief
Executive Officer


Fax: (818) 291-6444


 


With a copy to:


 


Shartsis Friese
LLP

One Maritime Plaza, 18th Floor

San Francisco, CA 94111-3598

Attn: P. Rupert Russell, Esq.

Fax: (415) 421-2922


 


To the Aligned Parties:


 


Raouf Khalil


860 Hampshire
Road, Suite A


Westlake Village,
CA 91361


Fax: (805) 379-0267


 


With a copy to:


 


Carl D. Hasting,
Esq.


Attorney at Law


Certified Public
Accountant


CDH Associates,
Inc.


5655 Lindero
Canyon Rd., Suite 226


Westlake Village,
CA 91362


Fax: (818) 879-1562


 


or such other address as shall be furnished
in writing by any party, and any such notice or communication shall be deemed to have been given as of the date so mailed or, if
delivered by hand or courier, on the date received.


 



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Article
13



MISCELLANEOUS 


 


13.1         Expenses.
All legal, accounting and other costs and expenses incurred by the Buyer, on the one hand, and the Aligned Parties and the Company,
on the other hand, in connection with this Agreement and the Transactions, including attorneys’ fees, shall be borne by the
Buyer and the Aligned Parties, respectively.


 


13.2         Post-Closing
Cooperation. The Buyer and Aligned LLC mutually agree that they shall cooperate with each other after the Closing as may
be reasonably requested with regard to services, management, administration, support services and other matters of a like nature.


 


13.3         Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs,
personal representative, successors and assigns.


 


13.4         Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same and shall become
effective when one or more counterparts have been signed by each party and delivered to the other parties.


 


13.5         Further
Assurance. The parties hereto each agree to execute and deliver such other documents, certificates, agreements, authorizations
and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously
the Transactions.


 


13.6         Entire
Agreement; Amendments. This Agreement, the Transaction Documents, and the other documents and writings referred to herein
or delivered pursuant hereto contain the entire understanding of the parties with respect to its subject matter. There are no restrictions,
agreements, promises, warranties, covenants or undertakings other than those expressly set forth in such documents with respect
to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written
instrument duly executed by all parties hereto. Any condition to a party’s obligations hereunder may be waived but only by
a written instrument signed by the party entitled to the benefits thereof


 


13.7         Interpretation.
Each party has been represented by sophisticated counsel in this transaction and agrees that if any issue arises as to the meaning
or construction of any word, phrase or provision hereof, that no party shall be entitled to the benefit of the principles of the
construction and interpretation of contracts or written instruments which provide that any ambiguity is to be construed in favor
of the party who did not draft the disputed word, phrase or provision.


 



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13.8         Non-Disclosure.
The parties hereby acknowledge the confidential and proprietary nature of the information set forth in this Agreement and the Transaction
Documents and the confidential nature of the negotiation, preparation and execution of this Agreement and the Transaction Documents,
and each party hereto, by his, her or its execution hereof, covenants and agrees to maintain strict confidentiality with respect
to the negotiation, preparation, execution and existence of this Agreement and the Transaction Documents, except such disclosure
as may be required in order to fulfill the obligations of any party under this Agreement or as may be required by law (including
federal and state securities laws or the rules of any securities exchange) or as may be necessary to their attorneys and accountants
relating to same and, as to such attorneys and accountants, to obtain similar confidentiality understandings, with such confidentiality
and non-disclosure to be maintained until Closing.


 


13.9         Waiver.
No delay or omission on the part of any party hereto in exercising any right hereunder shall operate as a waiver of such right
or any other right under this Agreement or any of the Transaction Documents.


 


13.10       Exhibits.
All Exhibits, Schedules, Annexes and documents referred to in or attached to this Agreement are integral parts of this Agreement
as if fully set forth herein and all statements appearing therein shall be deemed to be representations.


 


13.11       Choice
of Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, without
regard to the choice of law principles thereof.


 


13.12       Section
Headings. The section headings are for reference only and shall not limit or control the meaning of any provision of this
Agreement.


 


13.13       Severability.
If any provision of this Agreement shall be held invalid under any applicable law, such invalidity shall not affect any other provision
of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable.


 



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IN WITNESS WHEREOF,
this Agreement has been executed as of the day and year first above written.


 





	 	APOLLO MEDICAL HOLDINGS, INC., 
	 	a Delaware corporation
	 	 
	 	By:  /s/ Warren Hosseinion
	 	Name: Warren Hosseinion, M.D.
	 	Title: Chief Executive Officer
	 	 
	 	ALIGNED HEALTHCARE GROUP – CALIFORNIA, INC., 
	 	a California professional medical corporation
	 	 
	 	By: /s/ Hany R. Khalil
	 	Name: Hany R. Khalil
	 	Title: President
	 	 
	 	ALIGNED HEALTHCARE GROUP LLC,
	 	a California limited liability company
	 	 
	 	By: /s/ Marcelle Khalil
	 	Name: Marcelle Khalil
	 	Title: Managing Member
	 	 
	 	/s/ Raouf Khalil
	 	  RAOUF KHALIL
	 	 
	 	/s/ Jamie McReynolds
	 	  JAMIE MCREYNOLDS, M.D.
	 	 
	 	/s/ BJ Reese
	 	  BJ REESE
	 	 
	 	BJ REESE & ASSOCIATES, LLC
	 	 
	 	By: /s/ BJ Reese
	 	Name: BJ Reese
	 	Title: Managing Member







 



    	31



    	 



    

 


 


INDEX OF SCHEDULES AND EXHIBITS


 


	Schedules	 
	 	 
	Schedule 1.2(b)	Revenue Target for Contingent Stock
	 	 
	Schedule II	Disclosure Schedule of Aligned Parties
	 	 
	Schedule 2.2	Capitalization
	 	 
	Schedule 2.5	Assets
	 	 
	Schedule 2.12	Aligned Agreements
	 	 
	Schedule 2.13	Status of Negotiations
	 	 
	Exhibits	 
	 	 
	Exhibit A	Form of Consulting Agreement
	 	 
	Exhibit B	Right of First Refusal Agreement


 



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Schedule
1.2(b)


 


REVENUE TARGET FOR
ISSUANCE OF CONTINGENT STOCK


 


The Aligned Division shall have met the
revenue target for purposes of Section 1.2(b) if and when the cumulative gross revenues of the Aligned Division from and after
the Closing Date exceed $1,000,000, as determined by the Buyer based on the financial statements filed by the Buyer with the SEC
from time to time pursuant to the 1934 Act.


 



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Schedule
2.5


 


ASSETS


 


1.          “Aligned
Healthcare” and any similar names or marks, any related rights and any designs used or associated therewith.


 


2.          Any
and all discoveries, ideas, inventions, concepts, developments, know-how, trade secrets, works of authorship, materials, software,
writings, drawings, designs, processes, techniques, formulas, data, specifications, technology, patent applications (and contributions
thereto), and other creations currently being utilized by any Aligned Party or otherwise useful in connection with (a) the
management, administration or operation of 24-hour physician and nursing call centers and related services, and (b) patient
care management.


 


3.          Any
goodwill associated with the above.


 



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Schedule
2.12


 


ALIGNED AGREEMENTS


 


		(1)	Physician Employment Letter dated November 12, 2008,
between Aligned Healthcare Group and Jamie McReynolds, M.D.



 


		(2)	Consulting Agreement by and between Aligned Healthcare
Group, LLC and Mobile Doctors 24-7 LLC, dated January 1, 2009



 


		(3)	Employment Agreement by and between Raouf R. Khalil and
Mobile Doctors 24-7 LLC, effective January 1, 2009 to December 31, 2010



 


		(4)	Consulting Agreement Letter dated January 15, 2010, between
Aligned Healthcare Group and Bette Jane Reese, RN, MHA



 


		(5)	Employment Agreement between Aligned Healthcare Group
California, Inc. and Bette Jane Reese, RN, MHA, dated February 17, 2011



 



    	35



    	 



    

 


Schedule
2.13


 


STATUS OF NEGOTIATIONS


 



    	36



    	 



    

 


Exhibit
A


 


FORM OF CONSULTING
AGREEMENT


 



    	37



    	 



    

 


CONSULTING AGREEMENT


 


This CONSULTANT AGREEMENT
(this “Agreement”) is made and entered into as of February 15, 2011 and effective on February 1, 2011 (the
“Effective Date”), by and between Aligned Healthcare, Inc., a California corporation (the “Company”),
and Raouf Khalil (the “Consultant”), on the other.


 


RECITALS


 


A.           The
Consultant (either directly or acting through Mobile Doctors 24/7, LLC (“Mobile Doctors”)) is an employee and
officer of Aligned Healthcare Group LLC, a California limited liability company (“Aligned LLC”), and of Aligned
Healthcare Group – California, Inc., a California professional medical corporation (“Aligned Corp.”).


 


B.           Aligned
Corp. and Aligned LLC has sold certain assets to the Company relating to the ownership and operation of a medical service organization
business and specifically the provision of 24-hour physician and nurse call center services (the “Business”).


 


C.           Apollo
Medical Holdings, Inc., a Delaware corporation (“ApolloMed”), has agreed to purchase the outstanding shares
of the Company, pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as
of the date hereof, by and among ApolloMed, the Consultant, as a seller, Aligned LLC, Aligned Corp. and certain other parties (the
“Acquisition”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto
in the Purchase Agreement.


 


D.           As
part of the Acquisition and as a condition to the consummation thereof, the Company and the Consultant have agreed to enter into
this Agreement which sets forth the terms and conditions of the Consultant’s engagement by the Company.


 


In consideration of
the mutual covenants herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and the Consultant hereby agree as follows:


 


AGREEMENT


 


1.          Services.
 The Company hereby engages the Consultant, and the Consultant hereby agrees to render the services described in Schedule
1 attached hereto (the “Services”) to the Company and shall report to the Chief Executive Officer of ApolloMed.
The Consultant is not the agent of the Company and is not authorized and shall not have any authority to make any representations,
contracts or commitments on behalf of the Company, or otherwise bind the Company in any respect whatsoever. The Consultant may
provide services to Mobile Doctors, Aligned LLC or Aligned Corp. pursuant to the applicable Aligned Agreements as long as the Consultant
shall devote no less than 20 hours per week exclusively to providing the Services.


 



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2.           Payment
for Services.


 


2.1.          Compensation.
In consideration of the Services to be rendered pursuant to this Agreement, subject to Section 9.4 of the Purchase Agreement, the
Company shall pay to the Consultant the amounts set forth in Schedule 2.


 


2.2.          Expenses.
The Consultant shall be entitled to receive reimbursement for expenses, charges and outlays that have been authorized in writing
by the Company in advance upon the presentation of invoices or other applicable documentation.


 


3.           Independent
Contractor. The Consultant shall perform the Services as an independent contractor and consultant, and nothing in this Agreement
should be construed to create a partnership, joint venture, agency or employer-employee relationship between the parties. The Consultant
is not the agent of Company and is not authorized nor has any authority to make any representation, contract or commitment on behalf
of the Company, or otherwise bind the Company in any respect whatsoever. The Consultant shall be solely responsible for all tax
returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Consultant’s
performance of the Services and receipt of fees under this Agreement. The Company may regularly report amounts paid to the Consultant
with the Internal Revenue Service as required by law. Because the Consultant is an independent contractor, the Company shall not
withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s
compensation insurance on the Consultant’s behalf. The Consultant shall comply with, and agree to accept exclusive liability
for non-compliance with, all applicable state and federal laws, rules and regulations, including, without limitation, obligations
such as payment of all taxes, social security, disability and other contributions based on fees paid to the Consultant under this
Agreement. The Consultant hereby agrees to indemnify, hold harmless and defend the Company against any and all such liability,
taxes or contributions, including, without limitation, penalties and interest.


 


4.           Proprietary
Information.


 


4.1.          Proprietary
Information. The Consultant understands that the Services and other work to be performed for the Company hereunder will involve
access to confidential, proprietary or trade secret information or materials of the Company (or its affiliates, licensors, suppliers,
vendors, clients, business partners or representatives, governmental officials or other personnel, customers or any other third
party to whom the Company owes a duty of confidentiality), in whatever form, tangible or intangible, whether disclosed or provided
to the Consultant before or after the execution of this Agreement (collectively, “Proprietary Information”).
Proprietary Information further includes, without limitation, any information related to the Business or obtained by the Consultant
in the course of providing Services, and any (a) information, ideas or materials of a technical or creative nature, discoveries,
developments, techniques, processes, research and development plans and results, reports, designs, drawings and specifications,
works of authorship, data, formulas, files, and other materials and concepts relating to the Company’s business, services,
or technology or that of the Company’s affiliates; (b) information, ideas or materials of a business nature, such as
development plans, marketing and sales plans and forecasts, budgets and financial statements, and other information regarding finances,
profits, costs, marketing, purchasing, sales, operations, policies, procedures, salaries, customers, suppliers, business partners
or representatives, governmental officials and other personnel and contract terms; (c) all personal property, including, without
limitation, books, manuals, records, files, reports, notes, contracts, lists, blueprints and other documents or materials, or copies
thereof, received by the Consultant or prepared for the Company in the course of the Consultant’s performing Services (including
any Work Product, as defined below); and (d) any other trade secrets, information, ideas or materials of or relating in any way
to the past, present, planned or foreseeable business, technology or activities of or relating to the Company (or its affiliates,
employees, licensors, suppliers, vendors, business partners or representatives, governmental officials or other personnel, clients,
customers or any other third parties to whom the Company owes a duty of confidentiality).


 



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4.2.          Restrictions
on Use and Disclosure. The Consultant agrees that, during the term of this Agreement and thereafter, he or she shall (a) hold
Proprietary Information in strict trust and confidence; (b) use Proprietary Information only for the benefit of the Company (and
not for the benefit of the Consultant, any Aligned Party (as defined below), or any other third party), it being understood that
communications among the Consultant and the other Sellers or Mobile Doctors in the furtherance of their duties to the Company shall
be deemed to be for the benefit of the Company; (c) not use Proprietary Information in any manner or for any purpose not expressly
set forth in this Agreement; (d) reproduce Proprietary Information only to the extent reasonably required to fulfill the Consultant’s
obligations hereunder; and (e) not disclose, provide or otherwise make available to any third party, directly or indirectly, any
Proprietary Information without first obtaining the Company’s express written consent on a case-by-case basis. As used in
this Agreement, the “Aligned Parties” means Aligned LLC, Aligned Corp. and their respective affiliates, shareholders,
members, officers, directors, managers, employees and contractors, and an “Aligned Party” means any one of such
persons.


 


4.3.          Exclusions.
The obligations in Section 4.2 shall not apply to any Proprietary Information to the extent such Proprietary Information (a) is
or has become generally known or available other than by any act or omission of the Consultant; (b) was rightfully known by the
Consultant prior to the time of first disclosure to the Consultant; (c) is independently developed by the Consultant without the
use of Proprietary Information or in connection with the Services; or (d) is rightfully obtained without restriction from a third
party who has the right to make such disclosure and without breach of any duty of confidentiality to the Company. In addition,
the Consultant may use or disclose Proprietary Information to the extent (i) approved in advance in writing by the Company or (ii)
the Consultant is legally compelled to disclose such Proprietary Information, provided that the Consultant shall, to the extent
legally permitted, give advance notice of such compelled disclosure to the Company, and shall cooperate with the Company in connection
with any efforts to prevent or limit the scope of such disclosure and/or use of the Proprietary Information.


 



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5.           Intellectual
Property.


 


5.1.          Work
Product. As used in this Agreement, the term “Work Product” shall include, without limitation, all discoveries,
ideas, inventions, concepts, developments, know-how, trade secrets, works of authorship, materials, software, writings, drawings,
designs, processes, techniques, formulas, data, specifications, technology, patent applications (and contributions thereto), and
other creations (and any related improvements or modifications to the foregoing or to any Proprietary Information), whether or
not patentable, relating to any activities of the Company that are conceived, created or otherwise developed by or for the Consultant
(alone or with others), or result from or are suggested by any work performed by or for the Consultant (alone or with others),
(a) during the period of the consultancy arrangement being created hereunder, whether before or after the execution of this Agreement,
and whether or not conceived of, created or otherwise developed during regular business hours, and (b) if based on Proprietary
Information, after termination of the consultancy arrangement being created hereunder. Except to the extent expressly set forth
in this Agreement, Work Product shall include, without limitation, all deliverables and other materials delivered to the Company
in connection with the Services.


 


5.2.          Assignment.
The Consultant agrees to disclose promptly in writing to the Company all Work Product. The Consultant hereby irrevocably assigns
and agrees to assign to the Company all right, title and interest worldwide in and to the Work Product (whether currently existing
or conceived, created or otherwise developed later), including, without limitation, all copyrights, trademarks, trade secrets,
patents, industrial rights and all other intellectual and proprietary rights related thereto (the “Proprietary Rights”),
effective immediately upon the inception, conception, creation or development thereof. The Proprietary Rights shall include, without
limitation, all rights, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world,
related to the Work Product, together with all national, foreign and state registrations, applications for registration and all
renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisionals, reissues,
substitutions and reexaminations); all goodwill associated therewith; and all benefits, privileges, causes of action and remedies
relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply
for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other
violations of any rights relating thereto; and to settle and retain proceeds from any such actions). Except as may be agreed in
writing by the parties, the Consultant shall not retain any right to use the Work Product and agrees not to challenge the validity
of the Company’s ownership in the Work Product.


 


5.3.          License;
Waiver of Rights. To the extent, if any, that any Work Product or Proprietary Rights are not assignable or that the Consultant
retains any right, title or interest in and to any Work Product or any Proprietary Rights, the Consultant (a) unconditionally and
irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against the Company with respect
to such rights; (b) agrees, at the Company’s request and expense, to consent to and join in any action to enforce such rights;
and (c) hereby grants to the Company a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through
multiple levels of sublicensees), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether
publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and
exploit (and have others exercise such rights on behalf of the Company) all or any portion of such Work Product, in any form or
media (now known or later developed). The foregoing license includes, without limitation, the right to make any modifications to
such Work Product regardless of the effect of such modifications on the integrity of such Work Product, and to identify the Consultant,
or not to identify the Consultant, as one or more authors of or contributors to such Work Product or any portion thereof, whether
or not such Work Product or any portion thereof have been modified. The Consultant further irrevocably waives any “moral
rights” or other rights with respect to attribution of authorship or integrity of such Work Product that the Consultant may
have under any applicable law under any legal theory. The Consultant hereby waives and quitclaims to the Company any and all claims,
of any nature whatsoever, which the Consultant now or may hereafter have for infringement of any Work Product or Proprietary Rights
assigned and/or licensed hereunder to the Company.


 



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5.4.          Assistance.
The Consultant agrees to cooperate with the Company or its designee(s), both during and after the term of this Agreement, in applying
for, obtaining, perfecting, evidencing, sustaining and enforcing the Company’s Proprietary Rights in the Work Product, including,
without limitation, executing such written instruments as may be prepared by the Company and doing such other acts as may be necessary
in the opinion of the Company to obtain a patent, register a copyright, or otherwise enforce the Company’s rights in such
Work Product (and the Consultant hereby irrevocably appoints the Company and any of their officers and agents as and attorney in
fact to act for and on the Consultant’s behalf and instead of the Consultant, with the same legal force and effect as if
executed by the Consultant).


 


6.          Return
of Company Property. The Consultant agrees that, upon termination of this Agreement, or at any other time the Company so requests,
the Consultant will immediately deliver to the Company (and will not keep in the Consultant’s possession, make a copy, recreate
or deliver to anyone else) all property belonging to the Company and all material containing or constituting Proprietary Information
and Work Product, including any copies in the Consultant’s possession or control, whether prepared by the Consultant or others.


 


7.          Representations
and Warranties of the Consultant. The Consultant represents, warrants and covenants that (a) the Consultant has the full
power and authority to enter into this Agreement and to perform his or her obligations hereunder, without the need for any consents,
approvals or immunities not yet obtained, including those of any Aligned Party, and this Agreement constitutes the valid and legally
binding obligations of the Consultant, enforceable against the Consultant in accordance with their respective terms; (b) the
Consultant’s execution of and performance under this Agreement does not and shall not breach any oral or written agreement
with or any other obligation (whether arising by contract, law or otherwise) to any third party, including the Aligned Parties,
or any obligation owed by the Consultant to any third party, including the Aligned Parties, to keep any information or materials
in confidence or in trust; (c) the Consultant has the right to grant the rights and assignments granted herein, without the
need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained, including those of any Aligned
Party; (d) the Services and Work Product do not and shall not infringe, misappropriate or violate any patent, copyright, trademark,
trade secret, publicity, privacy or other rights of any third party, including the Aligned Parties; and (e) neither the Work
Product nor any element thereof shall be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances
or encroachments.


 



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8.          Indemnification.


 


8.1.          Consultant
Indemnity. The Consultant shall indemnify and hold harmless, and at the Company’s request defend, the Company and its
affiliates, successors and assigns (and its and their managers, officers, directors, employees, sublicensees, customers and agents)
from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation,
attorneys’ fees and court costs) which arise out of or relate to (a) any breach (or claim or threat thereof that, if
true, would be a breach) of this Agreement by the Consultant; or (b) any third party claim or threat thereof (including any such
claim or threat made by any Aligned Party) that the Services or Work Product (or the exercise of the rights granted herein with
respect thereto) infringe, misappropriate or violate any patent, copyright, trademark, trade secret, or other rights of any third
party.


 


8.2.          Notice;
Cooperation; Settlement. The Company shall notify the Consultant promptly of any claim or liability for which indemnification
is sought (“Claim”), provided, however, that the failure to give such notice shall not relieve the Consultant
of the Consultant’s obligations hereunder except to the extent that the Consultant was actually and materially prejudiced
by such failure. The Company may, at its option and expense, participate and appear on an equal footing with the Consultant in
the defense of any Claim that is conducted by the Consultant as set forth herein. The Consultant may not settle any Claim without
the prior written approval of the Company, which approval shall not be unreasonably withheld or delayed. From the date of written
notice from the Company to the Consultant of any such Claim, the Company shall have the right to withhold from any payments due
to the Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for the
Consultant’s obligations under this Section 8.


 


9.          Term
and Termination.


 


9.1.          Term.
This Agreement shall commence on the Effective Date and remain in full force and effect for a period of one (1) year thereafter,
following which the Company and the Consultant shall negotiate in good faith to extend this Agreement; provided, however, that
the Company may, at its sole election, terminate this Agreement at any time if ApolloMed exercises its right to repurchase ApolloMed’s
shares pursuant to Section 1.2(d) of the Purchase Agreement. Notwithstanding any provision of this Agreement to the contrary, the
Company may terminate this Agreement immediately and without prior notice for Cause. For purposes of this Agreement, “Cause”
means (a) the Consultant’s refusal or inability to provide the Services; (b) the Consultant’s or any other
Aligned Party’s (as defined in the Purchase Agreement) breach of any material provision of this Agreement, the Purchase Agreement
or any other Transaction Document (as defined in the Purchase Agreement), which breach is not cured within ten (10) days after
written notice to the Consultant from the Company; (c) the determination by ApolloMed that the Consultant or any other Aligned
Party has made a material misrepresentation or materially breached a warranty contained in this Agreement, the Purchase Agreement
or any other Transaction Document; (d) the Consultant’s commission of a crime involving dishonesty or breach of trust
to any person; or (e) the Consultant’s willfully engaging in conduct that is in bad faith and materially injurious to
the Company or ApolloMed, including but not limited to, misappropriation of trade secrets, fraud or embezzlement.


 



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9.2.          Effect
of Termination. Upon termination of this Agreement, the Consultant shall immediately cease performing the Services. Unless
this Agreement has been terminated by the Company for Cause, the Company shall pay the Consultant compensation due for Services
actually rendered, in accordance with Section 2, and such amounts shall be in full satisfaction of any obligation or liability
of the Company to the Consultant for payments due to the Consultant under this Agreement. Sections 4, 5, 6, 7, 8, 10, 11, 12, 13,
14, 15, 16, and 17 of this Agreement shall survive the termination or expiration of this Agreement. Termination of this Agreement
by any party shall not act as a waiver of any breach of this Agreement and shall not release any party from any liability for breach
of such party’s obligations under this Agreement. No party shall be liable to the others for damages of any kind solely as
a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without
prejudice to any other right or remedy of such party under this Agreement or applicable law.


 


10.         Equitable
Relief. The Consultant recognizes that the covenants contained in Sections 4 and 5 are reasonable and necessary to protect
the legitimate interests of the Company, that the Company would not have entered into this Agreement in the absence of such covenants,
and that the Consultant’s breach or threatened breach of such covenants shall cause the Company irreparable harm and significant
injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages
inadequate. Therefore, the Consultant agrees that the Company shall be entitled, without the necessity of posting of any bond or
security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach
of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available
to the Company at law or in equity.


 


11.         Governing
Law; Venue. This Agreement is to be construed in accordance with and governed by the laws of the State of California without
giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of
the State of California to the rights and duties of the parties. Any legal suit, action or proceeding arising out of or relating
to this Agreement shall be commenced in a federal or state court in the City and County of Los Angeles, California, and each party
hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.


 


12.         Notices.
Any notice, request, demand, or other communication required or permitted hereunder shall be in writing, shall reference this Agreement
and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by facsimile, with written confirmation
of receipt by the sending facsimile machine; (c) five business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (d) two business days after deposit with a private industry express courier, with written
confirmation of receipt. All notices shall be sent to the address set forth on the signature page of this Agreement and to the
notice of the person executing this Agreement (or to such other address or person as may be designated by a party by giving written
notice to the other party pursuant to this Section).


 


13.         Legal
Fees. If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating
to this Agreement or the breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing
party in the event of a voluntary dismissal by the party instituting the action, shall be entitled to the full amount of all reasonable
expenses, including all court costs, arbitration fees and actual attorney fees paid or incurred in good faith.


 



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14.         Severability.
If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court
of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted
by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain
in full force and effect.


 


15.         Entire
Agreement. The terms of this Agreement, together with the Purchase Agreement, are the final expression of the agreement of
the parties with respect to the subject matter hereof. This Agreement and the Purchase Agreement supersede all other prior and
contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the Consultant’s
engagement, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements.


 


16.         Amendment/Waivers.
This Agreement can be amended or terminated only by a written agreement signed by both parties. No failure to exercise or delay
by the Company in exercising any right under this Agreement shall operate as a waiver thereof.


 


17.         Successors
and Assigns. The Consultant may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s
prior written consent. The Consultant agrees that the Company may assign any of its rights under this Agreement to any affiliate
of the Company or any successor in interest to the Company or its business operations (including without limitation any purchaser
of all or substantially all of the assets of the Company). This Agreement shall be binding upon the Consultant, and shall inure
to the benefit of the Company’s successors and assigns.


 


[THE NEXT PAGE IS THE SIGNATURE PAGE]


 



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IN WITNESS WHEREOF,
the parties have entered into this Agreement as of the date and year first written above.


 


	 	ALIGNED HEALTHCARE, INC., 
	 	a California corporation
	 	 
	 	By:  /s/ Warren Hosseinion
	 	Name: Warren Hosseinion, M.D.
	 	Title: Chief Executive Officer
	 	 
	 	Address:	Apollo Medical Holdings, Inc.
	 	 	450 N. Brand Blvd.
	 	 	Suite 600
	 	 	Glendale, California 91203
	 	 	Attn.:Chief Executive Officer
	 	 	Fax:  (818) 291-6444
	 	 	 
	 	/s/ Raouf Khalil
	 	Raouf Khalil
	 	 	 
	 	Address:	860 Hampshire Road, Suite A
	 	 	Westlake Village, California  91361
	 	 	Fax: (805) 379-0267


 



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Schedule 1


 


Description of Services


 


Acting as President of the Company and
undertaking all duties and activities customarily associated with such position, including marketing and business development of
the Aligned Division, financial projections and budgeting, capital raising and investor relations and C-Suite introductions.


 



    	1



    	 



    

 


Schedule 2


 


Compensation


 


Until such time as the EBITDA (as defined
in the Purchase Agreement) of the Aligned Division is positive during any one full fiscal quarter of the Buyer (a “Fiscal
Quarter”) following the Effective Date (the “Cash Flow Benchmark”), as determined by the Buyer based
on financial information filed by the Buyer with the SEC from time to time pursuant to the 1934 Act, the Company shall pay to Consultant
$22,500 per Fiscal Quarter during the term of this Agreement (prorated for any partial Fiscal Quarters), payable in arrears within
three (3) business days following the date on which the Buyer files its quarterly or annual report, as the case may be, with the
SEC (the “Filing Date”) for each Fiscal Quarter following the Effective Date. If and when the Cash Flow Benchmark
is met, (a) the Company shall increase the quarterly payments made to the Consultant during the term of this Agreement to
$45,000, and (b) the Company shall pay the Consultant, within three (3) business days following the Filing Date for the Fiscal
Quarter in which the Cash Flow Benchmark is met, a lump sum amount (the “Lump Sum Payment”) equal to the product
of $22,500 multiplied by the number of Fiscal Quarters following the Effective Date until the Cash Flow Benchmark is met (prorated
for any partial Fiscal Quarters). Notwithstanding the foregoing, the Company shall not be obligated to pay any part of the Lump
Sum Payment that would result in the EBITDA of the Aligned Division (which, for these purposes, shall include the amount of the
Lump Sum Payment and any other payments made under this Agreement during such Fiscal Quarter) becoming negative for the Fiscal
Quarter in which the Cash Flow Benchmark is met, and any amount of the Lump Sum Payment that is not so paid shall be carried forward
until the end of the immediately following Fiscal Quarter and paid within three (3) business days following the Filing Date for
such Fiscal Quarter up to an amount that would result in the EBITDA of the Aligned Division (as adjusted to include the amount
of the Lump Sum Payment and any other payments made under this Agreement during such Fiscal Quarter) becoming negative for such
Fiscal Quarter. If the remaining amount of the Lump Sum Payment has not been paid in full following such Fiscal Quarter, then such
remaining amount shall be carried forward for one or more succeeding Fiscal Quarters and paid as provided in the preceding sentence
until the Lump Sum Payment is paid in full.


 



    	2



    	 



    

 


CONSULTING AGREEMENT


 


This CONSULTANT AGREEMENT
(this “Agreement”) is made and entered into as of February 15, 2011 and effective on February 1, 2011 (the
“Effective Date”), by and between Aligned Healthcare, Inc., a California corporation (the “Company”),
and BJ Reese (the “Consultant”), on the other.


 


RECITALS


 


E.           The
Consultant is an employee and officer of Aligned Healthcare Group LLC, a California limited liability company (“Aligned
LLC”), and of Aligned Healthcare Group – California, Inc., a California professional medical corporation (“Aligned
Corp.”).


 


F.           Aligned
Corp. and Aligned LLC has sold certain assets to the Company relating to the ownership and operation of a medical service organization
business and specifically the provision of 24-hour physician and nurse call center services (the “Business”).


 


G.           Apollo
Medical Holdings, Inc., a Delaware corporation (“ApolloMed”), has agreed to purchase the outstanding shares
of the Company, pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as
of the date hereof, by and among ApolloMed, the Consultant, as a seller, Aligned LLC, Aligned Corp. and certain other parties (the
“Acquisition”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto
in the Purchase Agreement.


 


H.           As
part of the Acquisition and as a condition to the consummation thereof, the Company and the Consultant have agreed to enter into
this Agreement which sets forth the terms and conditions of the Consultant’s engagement by the Company.


 


In consideration of
the mutual covenants herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and the Consultant hereby agree as follows:


 


AGREEMENT


 


18.         Services.
 The Company hereby engages the Consultant, and the Consultant hereby agrees to render the services described in Schedule
1 attached hereto (the “Services”) to the Company and shall report to the President of the Company. The
Consultant is not the agent of the Company and is not authorized and shall not have any authority to make any representations,
contracts or commitments on behalf of the Company, or otherwise bind the Company in any respect whatsoever. The Consultant may
provide services to Mobile Doctors 24/7, LLC (“Mobile Doctors”), Aligned LLC or Aligned Corp. pursuant to the
applicable Aligned Agreements as long as the Consultant shall devote no less than 20 hours per week exclusively to providing the
Services.


 



    	3



    	 



    

 


19.         Payment
for Services.


 


19.1.          Compensation.
In consideration of the Services to be rendered pursuant to this Agreement, subject to Section 9.4 of the Purchase Agreement, the
Company shall pay to the Consultant the amounts set forth in Schedule 2.


 


19.2.          Expenses.
The Consultant shall be entitled to receive reimbursement for expenses, charges and outlays that have been authorized in writing
by the Company in advance upon the presentation of invoices or other applicable documentation.


 


20.         Independent
Contractor. The Consultant shall perform the Services as an independent contractor and consultant, and nothing in this Agreement
should be construed to create a partnership, joint venture, agency or employer-employee relationship between the parties. The Consultant
is not the agent of Company and is not authorized nor has any authority to make any representation, contract or commitment on behalf
of the Company, or otherwise bind the Company in any respect whatsoever. The Consultant shall be solely responsible for all tax
returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Consultant’s
performance of the Services and receipt of fees under this Agreement. The Company may regularly report amounts paid to the Consultant
with the Internal Revenue Service as required by law. Because the Consultant is an independent contractor, the Company shall not
withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s
compensation insurance on the Consultant’s behalf. The Consultant shall comply with, and agree to accept exclusive liability
for non-compliance with, all applicable state and federal laws, rules and regulations, including, without limitation, obligations
such as payment of all taxes, social security, disability and other contributions based on fees paid to the Consultant under this
Agreement. The Consultant hereby agrees to indemnify, hold harmless and defend the Company against any and all such liability,
taxes or contributions, including, without limitation, penalties and interest.


 


21.         Proprietary
Information.


 


21.1.          Proprietary
Information. The Consultant understands that the Services and other work to be performed for the Company hereunder will involve
access to confidential, proprietary or trade secret information or materials of the Company (or its affiliates, licensors, suppliers,
vendors, clients, business partners or representatives, governmental officials or other personnel, customers or any other third
party to whom the Company owes a duty of confidentiality), in whatever form, tangible or intangible, whether disclosed or provided
to the Consultant before or after the execution of this Agreement (collectively, “Proprietary Information”).
Proprietary Information further includes, without limitation, any information related to the Business or obtained by the Consultant
in the course of providing Services, and any (a) information, ideas or materials of a technical or creative nature, discoveries,
developments, techniques, processes, research and development plans and results, reports, designs, drawings and specifications,
works of authorship, data, formulas, files, and other materials and concepts relating to the Company’s business, services,
or technology or that of the Company’s affiliates; (b) information, ideas or materials of a business nature, such as
development plans, marketing and sales plans and forecasts, budgets and financial statements, and other information regarding finances,
profits, costs, marketing, purchasing, sales, operations, policies, procedures, salaries, customers, suppliers, business partners
or representatives, governmental officials and other personnel and contract terms; (c) all personal property, including, without
limitation, books, manuals, records, files, reports, notes, contracts, lists, blueprints and other documents or materials, or copies
thereof, received by the Consultant or prepared for the Company in the course of the Consultant’s performing Services (including
any Work Product, as defined below); and (d) any other trade secrets, information, ideas or materials of or relating in any way
to the past, present, planned or foreseeable business, technology or activities of or relating to the Company (or its affiliates,
employees, licensors, suppliers, vendors, business partners or representatives, governmental officials or other personnel, clients,
customers or any other third parties to whom the Company owes a duty of confidentiality).


 



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21.2.          Restrictions
on Use and Disclosure. The Consultant agrees that, during the term of this Agreement and thereafter, he or she shall (a) hold
Proprietary Information in strict trust and confidence; (b) use Proprietary Information only for the benefit of the Company (and
not for the benefit of the Consultant, any Aligned Party (as defined below), or any other third party), it being understood that
communications among the Consultant and the other Sellers or Mobile Doctors in the furtherance of their duties to the Company shall
be deemed to be for the benefit of the Company; (c) not use Proprietary Information in any manner or for any purpose not expressly
set forth in this Agreement; (d) reproduce Proprietary Information only to the extent reasonably required to fulfill the Consultant’s
obligations hereunder; and (e) not disclose, provide or otherwise make available to any third party, directly or indirectly, any
Proprietary Information without first obtaining the Company’s express written consent on a case-by-case basis. As used in
this Agreement, the “Aligned Parties” means Aligned LLC, Aligned Corp. and their respective affiliates, shareholders,
members, officers, directors, managers, employees and contractors, and an “Aligned Party” means any one of such
persons.


 


21.3.          Exclusions.
The obligations in Section 4.2 shall not apply to any Proprietary Information to the extent such Proprietary Information (a) is
or has become generally known or available other than by any act or omission of the Consultant; (b) was rightfully known by the
Consultant prior to the time of first disclosure to the Consultant; (c) is independently developed by the Consultant without the
use of Proprietary Information or in connection with the Services; or (d) is rightfully obtained without restriction from a third
party who has the right to make such disclosure and without breach of any duty of confidentiality to the Company. In addition,
the Consultant may use or disclose Proprietary Information to the extent (i) approved in advance in writing by the Company or (ii)
the Consultant is legally compelled to disclose such Proprietary Information, provided that the Consultant shall, to the extent
legally permitted, give advance notice of such compelled disclosure to the Company, and shall cooperate with the Company in connection
with any efforts to prevent or limit the scope of such disclosure and/or use of the Proprietary Information.


 



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22.         Intellectual
Property.


 


22.1.          Work
Product. As used in this Agreement, the term “Work Product” shall include, without limitation, all discoveries,
ideas, inventions, concepts, developments, know-how, trade secrets, works of authorship, materials, software, writings, drawings,
designs, processes, techniques, formulas, data, specifications, technology, patent applications (and contributions thereto), and
other creations (and any related improvements or modifications to the foregoing or to any Proprietary Information), whether or
not patentable, relating to any activities of the Company that are conceived, created or otherwise developed by or for the Consultant
(alone or with others), or result from or are suggested by any work performed by or for the Consultant (alone or with others),
(a) during the period of the consultancy arrangement being created hereunder, whether before or after the execution of this Agreement,
and whether or not conceived of, created or otherwise developed during regular business hours, and (b) if based on Proprietary
Information, after termination of the consultancy arrangement being created hereunder. Except to the extent expressly set forth
in this Agreement, Work Product shall include, without limitation, all deliverables and other materials delivered to the Company
in connection with the Services.


 


22.2.          Assignment.
The Consultant agrees to disclose promptly in writing to the Company all Work Product. The Consultant hereby irrevocably assigns
and agrees to assign to the Company all right, title and interest worldwide in and to the Work Product (whether currently existing
or conceived, created or otherwise developed later), including, without limitation, all copyrights, trademarks, trade secrets,
patents, industrial rights and all other intellectual and proprietary rights related thereto (the “Proprietary Rights”),
effective immediately upon the inception, conception, creation or development thereof. The Proprietary Rights shall include, without
limitation, all rights, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world,
related to the Work Product, together with all national, foreign and state registrations, applications for registration and all
renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisionals, reissues,
substitutions and reexaminations); all goodwill associated therewith; and all benefits, privileges, causes of action and remedies
relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply
for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other
violations of any rights relating thereto; and to settle and retain proceeds from any such actions). Except as may be agreed in
writing by the parties, the Consultant shall not retain any right to use the Work Product and agrees not to challenge the validity
of the Company’s ownership in the Work Product.


 


22.3.          License;
Waiver of Rights. To the extent, if any, that any Work Product or Proprietary Rights are not assignable or that the Consultant
retains any right, title or interest in and to any Work Product or any Proprietary Rights, the Consultant (a) unconditionally and
irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against the Company with respect
to such rights; (b) agrees, at the Company’s request and expense, to consent to and join in any action to enforce such rights;
and (c) hereby grants to the Company a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through
multiple levels of sublicensees), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether
publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and
exploit (and have others exercise such rights on behalf of the Company) all or any portion of such Work Product, in any form or
media (now known or later developed). The foregoing license includes, without limitation, the right to make any modifications to
such Work Product regardless of the effect of such modifications on the integrity of such Work Product, and to identify the Consultant,
or not to identify the Consultant, as one or more authors of or contributors to such Work Product or any portion thereof, whether
or not such Work Product or any portion thereof have been modified. The Consultant further irrevocably waives any “moral
rights” or other rights with respect to attribution of authorship or integrity of such Work Product that the Consultant may
have under any applicable law under any legal theory. The Consultant hereby waives and quitclaims to the Company any and all claims,
of any nature whatsoever, which the Consultant now or may hereafter have for infringement of any Work Product or Proprietary Rights
assigned and/or licensed hereunder to the Company.


 



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22.4.          Assistance.
The Consultant agrees to cooperate with the Company or its designee(s), both during and after the term of this Agreement, in applying
for, obtaining, perfecting, evidencing, sustaining and enforcing the Company’s Proprietary Rights in the Work Product, including,
without limitation, executing such written instruments as may be prepared by the Company and doing such other acts as may be necessary
in the opinion of the Company to obtain a patent, register a copyright, or otherwise enforce the Company’s rights in such
Work Product (and the Consultant hereby irrevocably appoints the Company and any of their officers and agents as and attorney in
fact to act for and on the Consultant’s behalf and instead of the Consultant, with the same legal force and effect as if
executed by the Consultant).


 


23.         Return
of Company Property. The Consultant agrees that, upon termination of this Agreement, or at any other time the Company so requests,
the Consultant will immediately deliver to the Company (and will not keep in the Consultant’s possession, make a copy, recreate
or deliver to anyone else) all property belonging to the Company and all material containing or constituting Proprietary Information
and Work Product, including any copies in the Consultant’s possession or control, whether prepared by the Consultant or others.


 


24.         Representations
and Warranties of the Consultant. The Consultant represents, warrants and covenants that (a) the Consultant has the full
power and authority to enter into this Agreement and to perform his or her obligations hereunder, without the need for any consents,
approvals or immunities not yet obtained, including those of any Aligned Party, and this Agreement constitutes the valid and legally
binding obligations of the Consultant, enforceable against the Consultant in accordance with their respective terms; (b) the
Consultant’s execution of and performance under this Agreement does not and shall not breach any oral or written agreement
with or any other obligation (whether arising by contract, law or otherwise) to any third party, including the Aligned Parties,
or any obligation owed by the Consultant to any third party, including the Aligned Parties, to keep any information or materials
in confidence or in trust; (c) the Consultant has the right to grant the rights and assignments granted herein, without the
need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained, including those of any Aligned
Party; (d) the Services and Work Product do not and shall not infringe, misappropriate or violate any patent, copyright, trademark,
trade secret, publicity, privacy or other rights of any third party, including the Aligned Parties; and (e) neither the Work
Product nor any element thereof shall be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances
or encroachments.


 



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25.         Indemnification.


 


25.1.          Consultant
Indemnity. The Consultant shall indemnify and hold harmless, and at the Company’s request defend, the Company and its
affiliates, successors and assigns (and its and their managers, officers, directors, employees, sublicensees, customers and agents)
from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation,
attorneys’ fees and court costs) which arise out of or relate to (a) any breach (or claim or threat thereof that, if
true, would be a breach) of this Agreement by the Consultant; or (b) any third party claim or threat thereof (including any such
claim or threat made by any Aligned Party) that the Services or Work Product (or the exercise of the rights granted herein with
respect thereto) infringe, misappropriate or violate any patent, copyright, trademark, trade secret, or other rights of any third
party.


 


25.2.          Notice;
Cooperation; Settlement. The Company shall notify the Consultant promptly of any claim or liability for which indemnification
is sought (“Claim”), provided, however, that the failure to give such notice shall not relieve the Consultant
of the Consultant’s obligations hereunder except to the extent that the Consultant was actually and materially prejudiced
by such failure. The Company may, at its option and expense, participate and appear on an equal footing with the Consultant in
the defense of any Claim that is conducted by the Consultant as set forth herein. The Consultant may not settle any Claim without
the prior written approval of the Company, which approval shall not be unreasonably withheld or delayed. From the date of written
notice from the Company to the Consultant of any such Claim, the Company shall have the right to withhold from any payments due
to the Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for the
Consultant’s obligations under this Section 8.


 


26.         Term
and Termination.


 


26.1.          Term.
This Agreement shall commence on the Effective Date and remain in full force and effect for a period of one (1) year thereafter,
following which the Company and the Consultant shall negotiate in good faith to extend this Agreement; provided, however, that
the Company may, at its sole election, terminate this Agreement at any time if ApolloMed exercises its right to repurchase ApolloMed’s
shares pursuant to Section 1.2(d) of the Purchase Agreement. Notwithstanding any provision of this Agreement to the contrary, the
Company may terminate this Agreement immediately and without prior notice for Cause. For purposes of this Agreement, “Cause”
means (a) the Consultant’s refusal or inability to provide the Services; (b) the Consultant’s or any other
Aligned Party’s (as defined in the Purchase Agreement) breach of any material provision of this Agreement, the Purchase Agreement
or any other Transaction Document (as defined in the Purchase Agreement), which breach is not cured within ten (10) days after
written notice to the Consultant from the Company; (c) the determination by ApolloMed that the Consultant or any other Aligned
Party has made a material misrepresentation or materially breached a warranty contained in this Agreement, the Purchase Agreement
or any other Transaction Document; (d) the Consultant’s commission of a crime involving dishonesty or breach of trust
to any person; or (e) the Consultant’s willfully engaging in conduct that is in bad faith and materially injurious to
the Company or ApolloMed, including but not limited to, misappropriation of trade secrets, fraud or embezzlement.


 



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26.2.          Effect
of Termination. Upon termination of this Agreement, the Consultant shall immediately cease performing the Services. Unless
this Agreement has been terminated by the Company for Cause, the Company shall pay the Consultant compensation due for Services
actually rendered, in accordance with Section 2, and such amounts shall be in full satisfaction of any obligation or liability
of the Company to the Consultant for payments due to the Consultant under this Agreement. Sections 4, 5, 6, 7, 8, 10, 11, 12, 13,
14, 15, 16, and 17 of this Agreement shall survive the termination or expiration of this Agreement. Termination of this Agreement
by any party shall not act as a waiver of any breach of this Agreement and shall not release any party from any liability for breach
of such party’s obligations under this Agreement. No party shall be liable to the others for damages of any kind solely as
a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without
prejudice to any other right or remedy of such party under this Agreement or applicable law.


 


27.         Equitable
Relief. The Consultant recognizes that the covenants contained in Sections 4 and 5 are reasonable and necessary to protect
the legitimate interests of the Company, that the Company would not have entered into this Agreement in the absence of such covenants,
and that the Consultant’s breach or threatened breach of such covenants shall cause the Company irreparable harm and significant
injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages
inadequate. Therefore, the Consultant agrees that the Company shall be entitled, without the necessity of posting of any bond or
security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach
of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available
to the Company at law or in equity.


 


28.         Governing
Law; Venue. This Agreement is to be construed in accordance with and governed by the laws of the State of California without
giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of
the State of California to the rights and duties of the parties. Any legal suit, action or proceeding arising out of or relating
to this Agreement shall be commenced in a federal or state court in the City and County of Los Angeles, California, and each party
hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.


 


29.         Notices.
Any notice, request, demand, or other communication required or permitted hereunder shall be in writing, shall reference this Agreement
and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by facsimile, with written confirmation
of receipt by the sending facsimile machine; (c) five business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (d) two business days after deposit with a private industry express courier, with written
confirmation of receipt. All notices shall be sent to the address set forth on the signature page of this Agreement and to the
notice of the person executing this Agreement (or to such other address or person as may be designated by a party by giving written
notice to the other party pursuant to this Section).


 


30.         Legal
Fees. If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating
to this Agreement or the breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing
party in the event of a voluntary dismissal by the party instituting the action, shall be entitled to the full amount of all reasonable
expenses, including all court costs, arbitration fees and actual attorney fees paid or incurred in good faith.


 



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31.         Severability.
If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court
of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted
by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain
in full force and effect.


 


32.         Entire
Agreement. The terms of this Agreement, together with the Purchase Agreement, are the final expression of the agreement of
the parties with respect to the subject matter hereof. This Agreement and the Purchase Agreement supersede all other prior and
contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the Consultant’s
engagement, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements.


 


33.         Amendment/Waivers.
This Agreement can be amended or terminated only by a written agreement signed by both parties. No failure to exercise or delay
by the Company in exercising any right under this Agreement shall operate as a waiver thereof.


 


34.         Successors
and Assigns. The Consultant may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s
prior written consent. The Consultant agrees that the Company may assign any of its rights under this Agreement to any affiliate
of the Company or any successor in interest to the Company or its business operations (including without limitation any purchaser
of all or substantially all of the assets of the Company). This Agreement shall be binding upon the Consultant, and shall inure
to the benefit of the Company’s successors and assigns.


 


[THE NEXT PAGE IS THE SIGNATURE PAGE]


 



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IN WITNESS WHEREOF,
the parties have entered into this Agreement as of the date and year first written above.


 


	 	ALIGNED HEALTHCARE, INC., 
	 	a California corporation
	 	 
	 	By:  /s/ Warren Hosseinion
	 	Name: Warren Hosseinion, M.D.
	 	Title: Chief Executive Officer
	 	 	 
	 	Address:  	Apollo Medical Holdings, Inc.
	 	 	450 N. Brand Blvd.
	 	 	Suite 600
	 	 	Glendale, California 91203
	 	 	Attn.: Chief Executive Officer
	 	 	Fax:   (818) 291-6444
	 	 	 
	 	/s/ BJ Reese
	 	  BJ Reese
	 	 	 
	 	Address: 	860 Hampshire Road, Suite A
	 	 	Westlake Village, California  91361
	 	 	Fax: (805) 379-0267


 



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Schedule 1


 


Description of Services


 


Acting as Chief Operating Officer of the
Company and undertaking all duties and activities customarily associated with such position, including marketing, business development,
management and oversight of the Aligned Division, including the 24 hour physician call center and care management.


 



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Schedule 2


 


Compensation


 


Until such time as the EBITDA (as defined
in the Purchase Agreement) of the Aligned Division is positive during any one full fiscal quarter of the Buyer (a “Fiscal
Quarter”) following the Effective Date (the “Cash Flow Benchmark”), as determined by the Buyer based
on financial information filed by the Buyer with the SEC from time to time pursuant to the 1934 Act, the Company shall pay to Consultant
$11,250 per Fiscal Quarter during the term of this Agreement (prorated for any partial Fiscal Quarters), payable in arrears within
three (3) business days following the date on which the Buyer files its quarterly or annual report, as the case may be, with the
SEC (the “Filing Date”) for each Fiscal Quarter following the Effective Date. If and when the Cash Flow Benchmark
is met, (a) the Company shall increase the quarterly payments made to the Consultant during the term of this Agreement to
$22,500, and (b) the Company shall pay the Consultant, within three (3) business days following the Filing Date for the Fiscal
Quarter in which the Cash Flow Benchmark is met, a lump sum amount (the “Lump Sum Payment”) equal to the product
of $11,250 multiplied by the number of Fiscal Quarters following the Effective Date until the Cash Flow Benchmark is met (prorated
for any partial Fiscal Quarters). Notwithstanding the foregoing, the Company shall not be obligated to pay any part of the Lump
Sum Payment that would result in the EBITDA of the Aligned Division (which, for these purposes, shall include the amount of the
Lump Sum Payment and any other payments made under this Agreement during such Fiscal Quarter) becoming negative for the Fiscal
Quarter in which the Cash Flow Benchmark is met, and any amount of the Lump Sum Payment that is not so paid shall be carried forward
until the end of the immediately following Fiscal Quarter and paid within three (3) business days following the Filing Date for
such Fiscal Quarter up to an amount that would result in the EBITDA of the Aligned Division (as adjusted to include the amount
of the Lump Sum Payment and any other payments made under this Agreement during such Fiscal Quarter) becoming negative for such
Fiscal Quarter. If the remaining amount of the Lump Sum Payment has not been paid in full following such Fiscal Quarter, then such
remaining amount shall be carried forward for one or more succeeding Fiscal Quarters and paid as provided in the preceding sentence
until the Lump Sum Payment is paid in full.


 



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Exhibit
B


 


RIGHT OF FIRST REFUSAL AGREEMENT


 


This RIGHT OF FIRST
REFUSAL AGREEMENT is made as of February 15, 2011 (the “Agreement”), by and among Apollo Medical Holdings,
Inc., a Delaware corporation (“ApolloMed”), on the one hand, and Aligned Healthcare Group LLC, a California
limited liability company (“Aligned LLC”), Marcelle Khalil (“Marcelle”) and Hany Khalil (“Hany”
and, together with Marcelle, the “Members” and individually a “Member”), on the other hand.
Aligned LLC, the Members and the Permitted Transferees (as defined below) of the Members are sometimes herein called, collectively,
the “Aligned Group” and, individually, a “Aligned Party”.


 


WHEREAS, Aligned
LLC provides management services to Aligned Healthcare Group – California, Inc., a California professional medical corporation
(“Aligned Corp.”), and other medical practices in the Counties of Tulare, Kings, Madera, Sacramento, Stanislaus
and Fresno in California, which include managing and administering Aligned Corp.’s and other providers’ medical clinics
and providing support services to and furnishing Aligned Corp. and other practices with the necessary personnel and support staff
(the “Business”);


 


WHEREAS, concurrently
with this Agreement, (a) Aligned LLC and Aligned Corp. are selling and transferring to Aligned Healthcare, Inc., a California
corporation (the “Company”), certain assets used or useful in the management, administration and operation of
24-hour physician and nursing call centers, and (b) ApolloMed, Aligned LLC, Aligned Corp. and certain other parties have entered
into a Stock Purchase Agreement, dated February 15, 2011 (the “Purchase Agreement”), pursuant to which
ApolloMed will purchase all of the issued and outstanding shares of the Company’s stock, on the terms and conditions therein;


 


WHEREAS, the
Members are the record and beneficial owners of all of the membership interests of Aligned LLC (the “Aligned LLC Interests”);
and


 


WHEREAS, the
Aligned Group desires to grant to ApolloMed, and ApolloMed desires to acquire from the Aligned Group, an exclusive right of first
refusal to purchase (a) all or a substantial part of the assets of Aligned LLC (the “Assets”), and (b) the Aligned
LLC Interests now or hereafter owned by any Aligned Party (the “Subject Interests”), on the terms and conditions
hereof;


 


NOW THEREFORE,
in consideration of the mutual promises, covenants and agreements herein, the parties hereto, each intending to be bound hereby,
agree as follows:


 



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1.          Prohibition
on Transfers.


 


(a)          Transfers
Prohibited Generally. For purposes of this Agreement, “Transfer” means any sale, assignment, transfer, encumbrance,
pledge, hypothecation, gift or other disposition or alienation, voluntarily, by operation of law, or otherwise, whether or not
pursuant to or in connection with any merger, consolidation, recapitalization, reorganization or other corporate transaction, of
(1) all or any substantial part of the Assets in a single transaction or a series of related transactions, (2) any Subject Interests
or (3) any right, title or interest in or to any Subject Interests or in or to all or any substantial part of the Assets, provided
that (i) liens and security interests granted to banks, commercial lenders, institutional equipment lessors and similar financial
institutions in connection with lending or lease transactions by Aligned LLC that are for bona fide corporate purposes, are not
intended to affect the ownership or control of Aligned LLC, and are not intended to circumvent and (in the absence of bankruptcy
or insolvency proceedings) do not have the effect of circumventing this Agreement, and (ii) sales of tangible Assets in the ordinary
course of business shall not constitute Transfers. Except for Transfers that are permitted by Section 1(b) or otherwise comply
in all respects with this Agreement, no Aligned Party shall, without the prior consent of ApolloMed, suffer, permit or effect any
Transfer or enter into any agreement or commitment for any Transfer during the term of this Agreement. Any attempted or purported
Transfer or agreement or commitment therefor during the term of this Agreement that is not permitted by Section 1(b) or that does
not otherwise comply in all respects with this Agreement shall be void and of no effect.


 


(b)          Estate
Planning Transfer Exception. Any provision of Section 1(a) to the contrary notwithstanding, any Member who is a natural person
may make a gift of Subject Interests, inter vivos or testamentary, (1) to any of his or her spouse, issue or lineal descendants
or to a custodianship of any of the foregoing, or (2) to a trust that at all times during such Member’s lifetime is fully
revocable by him or her (a “Trust”); provided that the instrument governing such Trust (A) shall be in writing,
(B) shall provide that such Member, during his or her lifetime, shall be the sole trustee thereof with respect to Subject Interests
assigned to such Trust, (C) shall provide that such Subject Interests may be distributed by such Trust (on its revocation or termination
or otherwise) during such Member’s lifetime only to such Member or to a subtrust of such Trust of which such Member is (during
his or her lifetime) the sole beneficiary and trustee (and such Trust shall be deemed to include any such subtrust for purposes
of this Agreement) and which subtrust agrees to be bound by and perform such Member’s obligations under this Agreement, (D)
shall provide that on such Member’s death, such Trust and all trustees thereof shall pay, perform or otherwise discharge
(or shall cause to be paid, performed or otherwise discharged) when due all of such Member’s and such Trust’s duties,
obligations and liabilities under this Agreement, and (E) shall be reasonably satisfactory to ApolloMed. Persons to whom sales
or gifts of Subject Interests may be made as provided in this Section 1(b) are hereinafter called “Permitted Transferees.”
A Member desiring to give any Subject Interests to a Permitted Transferee shall cause such Permitted Transferee to execute and
deliver a counterpart of this Agreement or an instrument, in form and substance satisfactory to ApolloMed, agreeing to be subject
to and bound by this Agreement.


 


2.          Right
of First Refusal. In consideration of the consideration received by the Aligned Group in connection with the Transactions (as
defined in the Purchase Agreement), receipt of which is hereby acknowledged by the Aligned Group, and as a material inducement
to ApolloMed to enter into this Agreement and the Purchase Agreement, each Aligned Party hereby grants to ApolloMed an exclusive
right of first refusal to acquire the Assets, the Subject Interests, or any thereof, or any right or interest therein, on the following
terms:


 



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(a)          Notice
of Third Party Contract. For purposes of this Agreement, “Third Party Contract” means a bona fide agreement
reasonably believed in good faith by each Aligned Party to be legal, valid and binding and duly executed by a third party unrelated
to and unaffiliated with any Aligned Party, which agreement obligates such third party to purchase any of the Subject Interests
or all or any substantial part of the Assets, subject to no conditions other than compliance with this Agreement and customary
closing conditions (including, without limitation, (1) the accuracy of representations and warranties made in the Third Party Contract
as of the Closing Date, (2) obtaining any necessary third party or governmental consents or permits, (3) the absence of litigation
that seeks to preclude or enjoin the consummation of the transaction, (4) the absence of a material adverse effect on Aligned LLC
or its business or financial condition, (5) the satisfactory performance, as of the closing date of all covenants and obligations
of the Aligned Parties who are parties to the Third Party Contract required to have been performed by them prior to such closing,
and (6) the delivery of all documents and instruments, duly executed, as shall be required at closing). If any Aligned Party enters
into a Third Party Contract, such Aligned Party (a “Aligned Offeree”) shall, within five (5) days thereafter,
notify ApolloMed thereof (the “Notice”) and provide ApolloMed with a true and complete copy of such Third Party
Contract. Such Third Party Contract shall specify precisely and completely the Assets or Subject Interests to be Transferred, the
purchase price therefor and all other material terms of such Third Party Contract. Any offer, proposal or agreement regarding the
Transfer of any Subject Interests (other than to a Permitted Transferee in accordance with Section 1(b)) or any substantial part
of the Assets that does not constitute a Third Party Contract shall be void and of no effect.


 


(b)          Exercise
Period. For a period (an “Exercise Period”) from the date that ApolloMed receives a Notice to the earlier
of the ninetieth (90th) day thereafter and the date that ApolloMed declines in writing to exercise its rights hereunder
with respect to the Third Party Contract that is the subject of such Notice, ApolloMed shall have the option to purchase the Subject
Interests or the Assets specified in such Third Party Contract for the purchase price, and on the terms and conditions specified
in such Third Party Contract. ApolloMed may exercise such option by notice to the Aligned Group before the end of the Exercise
Period. During the Exercise Period, neither any Aligned Party nor any officer, manager, director, employee, agent or other representative
or affiliate of any Aligned Party, directly or indirectly, shall encourage, solicit, initiate or respond to, or participate in
any proposals, discussions, negotiations, requests for information or other similar matters regarding, the Third Party Contract
or any other potential Transfer, except for discussions and negotiations with and responding to requests for information by ApolloMed
or by the counterparty(ies) to the Third Party Contract, to the extent required under the Third Party Contract. During the Exercise
Period, the Aligned Group shall provide ApolloMed with all cooperation, information and documents that ApolloMed reasonably requests
in connection with its evaluation of the Third Party Contract.


 



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(c)          Non-Cash
Consideration. If any part or all of the purchase price to be paid by the third party under a Third Party Contract is other
than solely in cash, and if ApolloMed exercises its option as provided above with respect to such Third Party Contract, ApolloMed
shall pay such non-cash consideration either, in ApolloMed’s absolute discretion, in cash or shares of common stock (“ApolloMed
Shares”) of ApolloMed, or a combination of cash and ApolloMed Shares (valuing the ApolloMed Shares at the average of
the closing prices thereof on the thirty (30) trading days ending with the fifth (5th) trading day preceding the last
day of the Exercise Period), in an amount that ApolloMed and the Aligned Offeree agree to be equivalent to such non-cash consideration;
provided that, if ApolloMed and the Aligned Offeree do not so agree before the end of the Exercise Period, the value of such non-cash
consideration shall be determined as of the date of the giving of the Notice by an appraiser acceptable to the Aligned Offeree
and ApolloMed. If the Aligned Offeree and ApolloMed do not agree on an appraiser within ten (10) days after the end of the Exercise
Period, the Aligned Offeree and ApolloMed shall each name an appraiser. The two (2) appraisers so named shall select a third (3rd)
appraiser who is not affiliated with either of them and who shall appraise such non-cash consideration. Any such appraiser shall
be an independent, professional investment banker, appraiser or certified public accountant that is not related to or affiliated
with ApolloMed or any Aligned Party. In determining such value, the appraiser so appointed shall consider all opinions and relevant
evidence submitted to it by the Aligned Offeree and ApolloMed, or otherwise obtained by it, and shall set forth its determination
in writing together with its opinion and the considerations on which such opinion is based, with a signed counterpart to be delivered
to each of the Aligned Offeree and ApolloMed, within thirty (30) days after the appraiser is notified of and accepts its appointment
as such. Such determination shall be final, binding and conclusive. One half of the fees and expenses of such appraisers, if any,
shall be paid when due by each of the Aligned Offeree and ApolloMed; provided that each party shall bear such party’s own
expenses in presenting evidence to the appraiser. The ApolloMed Shares, if any, issued to any Aligned Offeree pursuant to this
Section 2(c) shall be offered, issued and sold by ApolloMed in a transaction not involving any public offering within the meaning
of Section 4(2) of the Securities Act of 1933, as amended, and pursuant to Rule 506 of Regulation D thereunder, and all parties
to such transaction shall promptly execute and deliver such agreements, instruments and documents, including, without limitation,
representations and warranties of such Aligned Offeree regarding investment intent, as are customary in connection therewith; provided
that no Aligned Party shall be entitled hereunder to require the ApolloMed or ApolloMed to cause any ApolloMed Shares to be registered
or qualified under the Securities Act of 1933, as amended, or any state securities law.


 


(d)          Non-Exercise
of Right of First Refusal. If ApolloMed does not exercise its right of first refusal with respect to any Third Party Contract
during the Exercise Period, the Aligned Offeree may, within sixty (60) days thereafter, Transfer the Assets or the Subject Interests,
as the case may be, specified in such Third Party Contract at the purchase price and on the terms and conditions specified in such
Third Party Contract. If the Aligned Offeree does not complete such Transfer within such sixty-day period, such Third Party Contract
shall be void and of no effect and the provisions of this Section 2 shall apply to any subsequent proposed Transfer of the Assets
or Subject Interests subject thereto.


 


3.          Good
Faith Negotiations. During the term of this Agreement, ApolloMed and the Aligned Group shall undertake good faith negotiations
regarding the potential acquisition by ApolloMed of the Subject Interests substantially all of the Assets, provided that nothing
in this Section 3 shall obligate ApolloMed to enter into an agreement to acquire any of the Assets or Subject Interests.



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4.           Representations
and Warranties.


 


(a)         Regarding
the Aligned Companies. Each Aligned Party, jointly and severally, represents and warrants that:


 


13.13.1         The
Members own of record and beneficially all right, title and interest in and to all of the Aligned LLC Interests, as follows:


 


	 	 	Aligned LLC
	Member	 	Percentage Interests Owned
	 	 	 
	Marcelle Khalil	 	51%
	 	 	 
	Hany Khalil	 	49%


 


13.13.2         Aligned
LLC is the sole and exclusive owner of and has full power and authority to own the Assets and to operate the Business as now operated.


 


13.13.3         All
of the Aligned LLC Interests are duly authorized, validly issued, fully paid and non-assessable.


 


13.13.4         Aligned
LLC has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.


 


13.13.5         The
execution and delivery of this Agreement by Aligned LLC and the consummation of the transactions contemplated hereby have been
duly authorized by the managers and members of Aligned LLC.


 


13.13.6         This
Agreement is the legal, valid and binding agreement of Aligned LLC, enforceable against Aligned LLC in accordance with its terms.


 


13.13.7         No
option, warrant, call, conversion right, contract or commitment of any kind whatsoever exists, pursuant to or as a result of which
Aligned LLC may be obligated to offer, issue or sell, or may offer issue or sell, any securities whatsoever or may be obligated
to Transfer, or may Transfer, any Subject Interests. Except for this Agreement, Aligned LLC is not a party to any voting trust,
voting agreement, shareholder agreement, buy-sell agreement, proxy, pledge or hypothecation agreement, or other agreement relating
to or restricting the transferability of any Subject Interests.


 


13.13.8         The
execution and delivery of this Agreement by Aligned LLC, and the consummation by it of the transactions contemplated hereby, does
not and will not (1) result in the breach or violation of any of the terms or conditions of, or constitute a default under,
any mortgage, indenture, lease, agreement, obligation or commitment to which Aligned LLC is a party or by which Aligned LLC or
any of the Assets is or may be bound or affected, (2) violate the articles of organization or the operating agreement of Aligned
LLC, (3) violate any law, rule or regulation or any order, writ, injunction or decree of any court, administrative agency or governmental
authority applicable to Aligned LLC, or (4) require notice to or the approval, consent or permission of any person.


 


(b)          By
the Members. Each Member, severally as to himself or herself, and not jointly, represents and warrants that:


 



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13.13.9         Such
Member holds the Aligned LLC Interests that he or she owns as set forth in Section 3(a)(i), free and clear of any and all liens,
claims, charges, security interests, encumbrances and restrictions.


 


13.13.10         Such
Member has full right, power and authority to enter into this Agreement and to perform such Member’s obligations hereunder.


 


13.13.11         This
Agreement has been duly and validly executed and delivered by such Member and constitutes the legal, valid and binding agreement
of such Member, enforceable against such Member in accordance with its terms.


 


13.13.12         No
consent of any third party is required for such Member to enter into or perform this Agreement.


 


13.13.13         No
option, warrant, call, conversion right, contract or commitment of any kind whatsoever exists, pursuant to or as a result of which
such Member may be obligated to Transfer, or may Transfer, any Subject Interests. Except for this Agreement, such Member is not
a party to any, and there exists no, voting trust, voting agreement, shareholder agreement, buy-sell agreement, proxy, pledge or
hypothecation agreement, or other agreement relating to or restricting the transferability of any Subject Interests owned by such
Member.


 


13.13.14         The
execution and delivery of this Agreement by such Member, and the consummation by such Member of the transactions contemplated hereby,
does not and will not (1) result in the breach or violation of any of the terms or conditions of, or constitute a default under,
any mortgage, indenture, lease, agreement, obligation or commitment to which such Member is a party or by which such Member or
any Subject Interests is or may be bound or affected, (2) violate the articles of organization or the operating agreement of Aligned
LLC, (3) violate any law, rule or regulation or any order, writ, injunction or decree of any court, administrative agency
or governmental authority applicable to such Member, or (4) require notice to or the approval, consent or permission of any person.


 


5.          No
Issuance of Subject Interests. Aligned LLC shall not, and the Members shall not suffer or permit Aligned LLC to, offer, issue
or sell any Aligned LLC Interests or any securities convertible into or exchangeable or exercisable for any Aligned LLC Interests
to any person other than the Members and Permitted Transferees or otherwise than in accordance with this Agreement.


 


6.          Legends.
Immediately after the date hereof, each holder of Subject Interests shall surrender to the issuer of such Subject Interests all
certificates, if any, for such Subject Interests, and such issuer shall endorse the following legend on the face of each such certificate,
or on the reverse thereof with reference thereto on the face thereof:


 



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THESE INTERESTS MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, ENCUMBERED PLEDGED, HYPOTHECATED, GIVEN AS A GIFT OR OTHERWISE DISPOSED OF OR ALIENATED, VOLUNTARILY, BY
OPERATION OF LAW, OR OTHERWISE, WHETHER OR NOT PURSUANT TO OR IN CONNECTION WITH ANY MERGER, CONSOLIDATION, RECAPITALIZATION, REORGANIZATION
OR OTHER TRANSACTION, EXCEPT ONLY IN COMPLIANCE WITH A RIGHT OF FIRST REFUSAL AGREEMENT DATED FEBRUARY 15 2011, A COPY OF
WHICH IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS.


 


At any time at which any Subject Interests
are no longer subject to this Agreement, any holder of a certificate representing such Subject Interests may surrender such certificate
to the issuer thereof for removal of such legend, and the issuer thereof shall duly issue a new certificate in replacement thereof
without such legend.


 


7.          Termination.
 This Agreement shall terminate on the later of (a) the first (1st) anniversary of the date hereof and (b) the
end of an Exercise Period that begins before the first (1st) anniversary of the date hereof; provided that Section 17
shall survive any termination of this Agreement.


 


8.          Assignment.
Subject to Section 1(b), no Aligned Party shall assign this Agreement or any rights hereunder or delegate any duties hereunder
without ApolloMed’s prior express consent, and any such assignment or delegation that may be attempted or purported without
such consent shall be void and of no effect. Subject to the preceding sentence, this Agreement shall bind and inure to the benefit
of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.


 


9.          Execution.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission
or by electronic transmission in PDF format shall constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission
or by electronic transmission in PDF format shall be deemed to be their original signatures for all purposes. At the request of
any party, any facsimile or electronic document shall be re-executed in original form by the parties who executed the facsimile
or electronic document.


 


10.         Notices.
Any notice, consent, demand or other communication required or permitted to be given hereunder shall be in writing and shall be
deemed duly given and received when delivered personally or transmitted by facsimile, three days after being deposited as first
class mail with the United States Postal Service, or one business day after being deposited for next-day delivery with a nationally
recognized overnight delivery service, all charges or first class postage prepaid, properly addressed, as follows:


 


	If to any Aligned Party:	 	Raouf Khalil
	 	 	860 Hampshire Road, Suite A
	 	 	Westlake Village, CA 91361
	 	 	Fax:  (805) 379-0267


 



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	With a copy to:	 	Carl D. Hasting, Esq.
	 	 	Attorney at Law
	 	 	Certified Public Accountant
	 	 	CDH Associates, Inc.
	 	 	5655 Lindero Canyon Rd., Suite 226
	 	 	Westlake Village, CA 91362
	 	 	Fax:  (818) 879-1562
	 	 	 
	If to ApolloMed:	 	Apollo Medical Holdings, Inc.
	 	 	450 N. Brand Blvd.
	 	 	Suite 600
	 	 	Glendale, California 91203
	 	 	Attn.:  Chief Executive Officer
	 	 	Fax:   (818) 291-6444
	 	 	 
	With a copy to:	 	Shartsis Friese LLP
	 	 	One Maritime Plaza, 18th Floor
	 	 	San Francisco, CA  94111
	 	 	Attn:  P. Rupert Russell, Esq.
	 	 	Fax:  (415) 421-2922;


 


provided that any party
hereto may change such party’s address for purposes of this Section 10 by not less than thirty (30) days’ advance notice
hereunder to the other party(ies).


 


11.         Attorneys’
Fees. In the event of any dispute or controversy between or among any of the parties hereto relating to the interpretation
of this Agreement or to the transactions contemplated hereby, the prevailing party shall be entitled to recover from the other
party reasonable attorneys’ fees and expenses incurred by the prevailing party.


 


12.         Applicable
Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California,
without regard to its conflict of laws provisions.


 


13.         Entire
Agreement. This Agreement constitutes the entire agreement between ApolloMed and the Aligned Group with respect to the subject
matter hereof and supersedes all prior or contemporaneous correspondence, understandings and agreements, written or oral, between
them, regarding the subject matter hereof. This Agreement may be modified or amended only by a written instrument signed by the
parties hereto.


 


14.         Waiver.
No waiver by either ApolloMed or any Aligned Party at any time of any breach of, or compliance with, any condition or provision
of this Agreement to be performed by the other may be deemed a waiver of any similar or dissimilar provision or condition at the
same time or at any prior or subsequent time.


 



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15.         Specific
Enforcement; Additional Remedies. Each party hereto agrees that monetary damages would not adequately compensate the other
party or parties for the breach of this Agreement by such party, that this Agreement shall be specifically enforceable, and that
any breach or threatened breach of this Agreement shall be subject of a temporary or permanent injunction or restraining order.
Each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. Each
party hereto agrees to waive any and all requirements that the other party or parties secure or post any bond or surety in seeking
any such remedy.


 


16.         Covenants
to Run with Subject Interests. The covenants, conditions and restrictions herein shall be and constitute covenants, conditions
and restrictions running with all Subject Interests now or hereafter owned by any Aligned Party at any time, directly or indirectly,
whether or not the same have been issued.


 


17.         Confidentiality.


 


(a)          Aligned
Group’s Obligation. Except as otherwise required by law, without ApolloMed’s prior consent, no Aligned Party shall
disclose, or shall suffer or permit the disclosure of, the existence or any of the terms or conditions of this Agreement or any
transaction contemplated hereby, to any person whatsoever, including, without limitation, any employee, agent or representative
of any Aligned Party, except that this Section 17 shall not limit any Aligned Party’s right to disclose this Agreement and
its terms and conditions to such Aligned Party’s accountants, attorneys and advisers who are informed in writing of such
Aligned Party’s confidentiality obligations hereunder and who are obligated to such Aligned Party to keep confidential the
existence, terms and conditions of this Agreement and the transactions contemplated hereby.


 


(b)          ApolloMed’s
Obligation. Except as otherwise required by law, without Aligned LLC’s prior consent, ApolloMed shall not disclose, or
suffer or permit the disclosure of, the existence or any of the terms or conditions of this Agreement or any transaction contemplated
hereby, to any person whatsoever, except that this Section 17 shall not limit ApolloMed’s right to disclose this Agreement
and its terms and conditions to its employees who ApolloMed believes need to know of the same or to its accountants, attorneys
and advisers who are informed in writing of ApolloMed’s confidentiality obligations hereunder; provided that, anything herein
to the contrary notwithstanding, ApolloMed may make such disclosures at such time or times as ApolloMed may determine, in ApolloMed’s
exclusive discretion, may be necessary or advisable for ApolloMed to comply with the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, or any other applicable state, federal, foreign or other law, rule or regulation.


 


18.         Construction.
Whenever the context requires, the use in this Agreement of the singular number shall be deemed to include the plural and vice
versa, and each gender shall be deemed to include each other gender. The captions of Sections in this Agreement are for convenience
of reference only and are not part of this Agreement. For purposes of this Agreement, (a) “person” shall be
deemed to include, in addition to natural person, corporation, partnership, limited liability company, trust, association, firm
or other entity or organization, (b) an “affiliate” of a specified person, is a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified,
and (c) “control” (including the terms “controlled by” and “under common control with”)
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
this Right of First Refusal Agreement has been duly executed by or on behalf of the parties hereto, thereunto duly authorized,
as of the date first above written.


 


	ALIGNED GROUP:	 	APOLLOMED:
	 	 	 
	ALIGNED HEALTHCARE GROUP LLC	 	APOLLO MEDICAL HOLDINGS, INC.
	 	 	 	 	 
	By: 	Raouf Khalil	 	By: 	Warren Hosseinion, M.D.
	 	Its:  President	 	 	Its: 	Chief Executive Officer
	 	 	 	 	 
	Marcelle Khalil	 	 	 
	MARCELLE KHALIL	 	 	 
	 	 	 	 
	Hany R Khalil	 	 	 
	HANY KHALIL	 	 	 


 



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