Exhibit 10.19


 


AMENDED AND RESTATED MANAGEMENT SERVICES
AGREEMENT


 


THIS AMENDED AND
RESTATED MANAGEMENT SERVICES AGREEMENT (as amended in accordance with the terms hereof, this “Agreement”),
dated as of March 28, 2014 (the “Effective Date”), is by and between Apollo Medical Management, Inc.,
a Delaware corporation (“Manager”), and ApolloMed Care Clinic, A Professional Corporation, a California
professional corporation (“Practice”).


 


BACKGROUND STATEMENT


 


Practice provides professional
medical services in California and desires to retain Manager to provide management services as provided herein. The parties to
this Agreement originally entered into a management services agreement effective July 31, 2013, and now desire to amend and restate
the original management services agreement pursuant to the terms below.


 


STATEMENT OF AGREEMENT


 


The parties agree as
follows:


 


1.          DEFINITIONS.          Capitalized
terms used herein shall have the meanings set forth in Appendix A to this Agreement.


 


2.          APPOINTMENT
AND AUTHORITY OF MANAGER


 


2.1          Appointment
and Authority. Practice hereby appoints Manager as its sole and exclusive agent for the management of Practice, subject
to the limits set forth in Section 2.2, and Manager hereby accepts such appointment, subject at all times to the provisions
of this Agreement. Practice acknowledges that Manager shall have the right to provide certain of such services through one or more
Affiliated subcontractors (each, a “Subcontractor”), provided that Manager shall remain responsible for any
work performed by a Subcontractor, and each Subcontractor shall be an express third party beneficiary of the limitations on liability
set forth herein as to Manager.


 


2.2          Limits
on Manager Authority. Practice shall have the sole and complete authority, responsibility, supervision and control over
all diagnoses, treatments, procedures, and other health care services provided by it. Manager shall not be, or be deemed to be,
a partner of Practice or engaged in the practice of medicine, and Manager shall not interfere in any manner whatsoever with the
exercise of the professional judgment of Practice or the Physicians, or have any authority to perform any act which may only be
performed by an individual licensed to practice medicine in the State. Furthermore, Manager acknowledges and agrees that Practice
may only be governed and managed by individuals licensed to practice medicine (an “Authorized Person”) and,
notwithstanding any other term herein to the contrary, Manager shall not commit any act, nor exercise any power or authority hereunder,
that may only be committed or exercised by an Authorized Person. To the extent that any act or service herein required of Manager
should be construed by a court or regulatory body to constitute the practice of medicine, the requirement to perform that act or
service by Manager shall be deemed waived and unenforceable. Neither Practice nor Manager has knowledge that the terms of this
Agreement or any relationship among Practice, Owners, Manager and/or the Physicians violate any law relating to fee splitting and/or
the corporate practice of medicine. Each of Practice and Manager accordingly agrees that it will not sue, claim, aver, allege or
assert that this Agreement or any relationship among Practice, Owners, Manager and/or the Physicians violates any law relating
to fee splitting and/or the corporate practice of medicine.


 




    	 



    	 



    

 


2.3          Manager
Recommendations. Practice shall consider and respond to, promptly and in good faith, all recommendations of Manager, and
Practice agrees not to take any actions which will unreasonably interfere with or expand the duties or financial obligations of
Manager hereunder without the prior approval of Manager.


 


3.          COVENANTS
AND RESPONSIBILITIES OF MANAGER. During the Term, Manager shall have the following obligations.


 


3.1          Practice
Development. With Practice’s assistance, Manager shall periodically develop and implement business
plans, marketing plans and other strategic initiatives for the growth and improvement of Practice’s business and service
lines. To the extent that any expansion plans involve expansion, renovation, or development of additional office space, Manager
shall also provide project development services consisting of site visits to determine the feasibility of potential sites, development
of preliminary plans to assess whether programmatic requirements are met by the space(s) under consideration, coordination of leasing
negotiations and the architectural, engineering and other consultants necessary to produce lease and contract documents, bidding
of the contract documents, coordinating the work of the general contractor, ordering all equipment, furnishings and fixtures to
be furnished by Manager and arranging for delivery and installation of same, and managing the start-up of new locations. 



 


3.2          Contract
Negotiation. To the extent permitted by applicable law, Manager will consult with and advise Practice on, and will negotiate,
all contractual arrangements that are necessary or advisable for Practice’s business.


 


3.3          Quality
Assistance. Manager shall provide support for the development of Practice’s overall peer review, quality assurance,
coding education and compliance programs. Manager may share utilization review data, quality assurance data, cost data, outcomes
data, and other data of Practice with third party payors for the purpose of obtaining or maintaining third party payor contracts,
with financial analysts and underwriters and with other unrelated parties; provided that any disclosure outside of Manager for
any purpose unrelated to third party payor contracting shall not identify any patient or Physician by name without Practice’s
consent. In addition, Manager may aggregate Practice data with similar data from similar operations owned or managed by Manager
and its Affiliates and may share and use such aggregated data for any purpose so long as such data does not identify any patient
or Physician by name.


 


3.4          Non-Physician
Personnel. Other than any non-physician personnel required to be employed by Practice as required by Medicare claims processing
or other similar requirements, Manager shall provide, either directly or through a Subcontract, all non-physician personnel (“Support
Personnel”) for Practice. Manager or Subcontractor, as applicable, shall have the responsibility for determining and
paying compensation, providing benefits, and making any withholdings required by applicable law, including any required withholdings
for income tax, unemployment insurance, and social security, for Support Personnel hired by either of them.


 




    	2



    	 



    

 


3.5          Physician
Relationships. Manager shall oversee and provide services in connection with Practice’s relationships with its Physicians,
including payroll processing, the design and negotiation of physician recruitment programs and employment agreements, and benefit
plan design and management.


 


3.6          Premises
and Office Assets.  Manager shall make available for use by Practice such Premises as the parties shall mutually agree
are appropriate for Practice’s business. Manager shall also provide all utilities, office services, medical and nonmedical
equipment, computer systems and software, fixtures, office supplies, furniture and furnishings reasonably necessary for the operation
of Practice. Manager shall be responsible for all necessary repairs and maintenance of the assets comprising the office space,
consistent with Manager’s responsibilities under the terms of applicable leases, and subject to normal wear and tear. All
such assets shall at all times remain the sole and exclusive property of Manager and shall remain at the Premises. Concurrently
with the execution of this Agreement, in exchange for a fair market value purchase price, Practice shall (i) transfer all personal
property (other than cash) of Practice to Manager in exchange for fair market value of the assets, in order to allow Manager to
fulfill its obligations hereunder, except to the extent any such property is required by applicable law to be held by Practice,
and (ii) transfer all of Practice’s cash to the Practice Account. Notwithstanding anything contained in this Section to the
contrary, Practice will not transfer to Manager and Practice will continue to own all medical records, pharmaceuticals, physician
contracts, and other such professional assets.


 


3.7          Supplies.
Manager shall provide all of the medical, office and other supplies reasonably necessary to operate Practice’s business;
provided, however, that Manager shall only assist Practice in obtaining Practice Medical Supplies to the extent such supplies
are required by applicable law to be obtained by Practice.  The supplies shall at all times remain the sole and exclusive
property of Manager and shall remain at the Premises.


 


3.8          Licenses
and Permits. Manager shall provide support, with the assistance and cooperation of Practice, in connection with Practice’s
obtaining and maintaining the licenses, permits, and Medicare and Medicaid provider numbers.


 


3.9          Accounting.
Manager will perform the bookkeeping and accounting functions for Practice.


 


3.10        Insurance.
Manager will facilitate the procurement of contracts of insurance with insurance providers including: (i) commercial general liability
insurance in an amount not less than Three Million Dollars ($3,000,000), with a deductible of $25,000, (ii) professional liability
insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in
annual aggregate, with a deductible of $25,000, (iii) directors and officers insurance  in an amount not less than Three Million
Dollars ($3,000,000), with a deductible of $25,000, (iii) errors and omissions insurance in an amount not less than Three Million
Dollars ($3,000,000), with a deductible of $25,000, and (iv) workers compensation coverage in such amounts and on such terms
as required by law.


 




    	3



    	 



    

 


3.11        Disclaimers.
MANAGER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (A) THAT THE SERVICES PROVIDED BY MANAGER WILL RESULT IN ANY
PARTICULAR AMOUNT OR LEVEL OF SERVICES OR INCOME TO PRACTICE, (B) WITH RESPECT TO THE WORK TO BE PERFORMED BY ARCHITECTS, ENGINEERS,
CONSULTANTS AND CONTRACTORS PROVIDING SERVICES TO ANY PREMISES OR (C) WITH RESPECT TO THE PREMISES, THE EQUIPMENT, THE SUPPLIES
OR THIRD-PARTY SOFTWARE, INCLUDING WITHOUT LIMITATION, THE DESIGN OR CONDITION THEREOF, THEIR MERCHANTABILITY, FITNESS, CAPACITY,
QUALITY, DURABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THEIR MATERIAL OR WORKMANSHIP OR THEIR CONFORMITY TO
ANY SPECIFICATIONS, AND MANAGER HEREBY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS. To the extent that Manager’s affiliates
provide any goods and services to Practice, Practice shall rely exclusively on the warranties provided by such affiliates.


 


4.          COVENANTS
AND RESPONSIBILITIES OF PRACTICE. During the Term, Practice shall have the following obligations. 


 


4.1          Licensure.
With Manager’s assistance, Practice shall hold, and shall cause all Physicians to hold, the licenses, permits, and Medicare
and Medicaid provider numbers required or appropriate in connection with the operation of Practice in compliance with all applicable
state and federal laws, rules, and regulations. Practice shall provide prompt notice to Manager of any threatened or actual termination
or suspension of any governmental authorization, or any event or condition that may lead to a termination of suspension of any
governmental authorization, as soon as reasonably practicable after obtaining knowledge thereof. Practice shall use commercially
reasonable efforts to administer and follow the duly adopted policies and procedures applicable to Practice.


 


4.2          Services.
Practice shall be solely responsible for the supervision and performance by the Physicians of professional services and related
personnel matters.


 


4.3          Physician
Compensation. Practice shall be responsible for paying compensation to, and providing any applicable benefits (including
malpractice insurance) for, all Physicians, including making any withholdings for income tax, unemployment insurance, and social
security to the extent required under applicable law and, in all cases, in a manner consistent with the terms of the Professional
Services Agreements and the budgets for Practice provided by Manager from time to time. Practice shall also pay all physician fringe
benefits and payments required under the Professional Services Agreements.


 


4.4          Professional
Standards. During the Term, Practice shall immediately notify Manager in writing upon becoming aware that any Physician
does not meet the following qualifications and shall not knowingly permit any Physician who does not meet such qualifications to
provide professional services on behalf of Practice unless approved in writing by Manager:  (a) each Physician shall at all
times have a valid and unrestricted license to practice medicine in the State that has never been suspended, revoked or otherwise
restricted or terminated, shall have complied with all continuing medical education requirements imposed by State law, shall be
in good standing with the Medical Board of the State, and shall have appropriate board and other certifications required to render
services on behalf of Practice; (b) each Physician shall possess a valid DEA registration and state controlled substance registration
certificate; (c) each Physician shall be covered by the malpractice insurance required for Practice hereunder; (d) each Physician
shall have privileges at one or more hospitals designated by Practice; (e) each Physician shall be qualified and enrolled to provide
reimbursable services under Medicare, Medicaid and each other applicable federal and state health care program and third party
payor program in which Practice participates, and no Physician shall have been suspended, excluded, debarred or otherwise not permitted
to continue to participate in the Medicaid and/or Medicare programs or any other applicable federal or state health care or third
party payor program; and (f) no Physician shall be or shall have been indicted or convicted of, or plead guilty to (including a
plea of nolo contendere), an offense related to health care, billing and/or submission of claims, or a felony or misdemeanor
involving moral turpitude.


 




    	4



    	 



    

 


4.5          Quality
Assurance. Practice shall cooperate with Manager to maintain a peer review, quality assurance, coding education and compliance
programs pursuant to which Practice shall monitor and evaluate the consistency, quality, cost effectiveness and medical necessity
of professional services provided by Physicians to ensure that such care meets currently accepted standards of medical competence
and is in accordance with currently approved methods and practices in the medical profession.


 


4.6          Non-Physician
Staff. Practice shall advise Manager with respect to the selection, retention, employment, training and termination of
all Support Personnel provided by Manager. Practice shall provide appropriate professional training, supervision and direction
to all Support Personnel providing medical care to, and the coding of medical procedures provided to, patients.


 


4.7          Medical
Records. Practice shall require Physicians to complete all medical records for professional services provided by Practice
promptly and in accordance with applicable laws and regulations and third party payor requirements. All medical records shall at
all times remain Practice’s property; provided, that Manager shall provide the staff to manage the medical records
department and Practice shall provide Manager with access to and copies of such records as reasonably necessary for Manager to
perform its obligations under this Agreement. Notwithstanding the foregoing, no patient records will be made available without
the written consent of the patient if required by law. Practice shall provide Manager with copies of all Explanation of Benefit
forms received by Practice from payors, to allow Manager to reconcile payments against accounts receivable and otherwise perform
Manager’s obligations under this Agreement.


 


4.8          Medical
Supplies. Practice shall obtain and stock all Practice Medical Supplies. Whenever practicable, permissible under applicable
law, and cost and quality competitive, Practice shall utilize any Manager group purchasing programs and formularies.


 


4.9          Equipment.
Practice shall advise Manager of any equipment required to maintain the Premises in a manner suitable to provide services to Practice’s
patients and clients. Practice agrees to use the equipment solely for the purposes for appropriate medical purposes and not for
any illegal purpose.


 




    	5



    	 



    

 


4.10        Practice’s
Obligations with respect to Premises. Practice shall not make any alterations to the Premises without the prior written
approval of Manager. Practice shall promptly remove, upon request by Manager, any alteration made to the Premises without Manager’s
written consent. Upon expiration or earlier termination of this Agreement, all permitted alterations to the Premises improvements
shall become the property of the party entitled thereto under the applicable lease. Practice shall observe faithfully and comply
strictly with any rules and regulations that Manager may from time to time reasonably adopt for the safety, operations, care and
cleanliness of the Premises or the preservation of good order therein. Practice shall not commit, or permit any Physician to commit,
any act or omission which breaches any obligations under any applicable lease.


 


4.11        Preservation
of Practice Assets; Exclusivity of Practice.


 


4.11.1          Governing
Documents and Contracts. Practice shall remain legally organized and authorized to provide physician services in a manner
consistent with applicable law.  During the Term, except as necessary to comply with applicable
law, Practice and Owners shall not incur any indebtedness for borrowed money without Manager’s consent, which is not be unreasonably
withheld or delayed. 


 


4.11.2          Physician
Non-Solicitation Covenants. At all times during the term of this Agreement, Practice shall cause each Physician to agree
that such Physician shall not directly or indirectly (i) use trade secrets of Practice to solicit any patients, customers or clients
of Practice or (ii) solicit any employees, agents or independent contractors of Practice, in each case during such physician’s
employment or contractual relationship with, and/or ownership of equity in, Practice and for two (2) years thereafter. Manager
is hereby designated as an express third party beneficiary of such covenants with full rights, to the extent permitted by law,
to enforce such provisions at its election by injunctive relief and by specific performance or by pursuing monetary damages, such
relief to be without the necessity of posting a bond, cash or other security. In the event of a Physician’s non-compliance
with his/her non-solicitation covenants, Practice shall exercise reasonable efforts to enforce such covenants.


 


4.11.3          Exclusivity
of Practice. As a material inducement for Manager to enter into this Agreement, Practice agrees that during the Term of
this Agreement and for a period of two (2) years after termination or expiration of this Agreement, Practice will not engage any
party other than Manager to provide management, billing and collection, staffing, real estate and property or other services similar
to any of those provided by Manager hereunder.


 


4.11.4          Reasonableness
of Covenants. Practice acknowledges that Manager has expended, and will continue to expend, significant resources, and
has undertaken significant obligations, and will continue to incur significant obligations, to be in a position to perform its
obligations under this Agreement. Practice agrees that any actions or omissions of Practice in breach of the covenants set forth
in this Section 4.11 could materially impact Practice’s ability to comply with its obligations hereunder, which could
cause Manager’s business to suffer a material adverse effect. In consideration of the foregoing, Practice acknowledges and
agrees that the covenants set forth in this Section 4.11 are reasonable and necessary to protect Manager’s legitimate
business interests.


 




    	6



    	 



    

 


4.12        Nondisclosure
of Confidential Information. Practice acknowledges and agrees that during the Term hereof, it shall have access to Confidential
Information and other proprietary information of Manager relating to the operation and management of physician practices, which
information Practice acknowledges and agrees is confidential. Practice shall not, and its members, employees, Physicians, agents
and Affiliates of the foregoing shall not, except as may be required by any lawful subpoena, court order or legal process, at any
time without Manager’s prior written consent: (i) disclose any such information to any third party, or (ii) reproduce or
utilize any such information in furtherance of any business venture other than the business of Practice. If Practice or a Physician
is required by lawful subpoena, court order, or legal process to disclose any Confidential Information or other proprietary information
of Manager, Practice shall provide sufficient notice thereof to Manager to enable Manager to seek a protective order or other appropriate
legal or equitable remedy to prevent such disclosure.


 


4.13        Nonsolicitation
of Employees. Practice agrees that Manager has invested, and will continue to invest, substantial time and effort in assembling
and training Manager’s present staff and personnel. Accordingly, throughout the Term and for a period of two (2) years after
termination of this Agreement for any reason Practice and its Affiliates shall not, at any time, directly or indirectly solicit,
encourage, entice or induce for employment any employee of Manager (including any employee hired by Manager after the date hereof
or after the termination hereof) or take any action which results in the termination of employment or other arrangements between
Manager and an employee thereof or otherwise interferes with such employment.


 


4.14        Remedies.
Practice acknowledges that the restrictions in Sections 4.12 and 4.13 are reasonable and necessary to protect the
legitimate interests of Manager and that any violation would result in irreparable injury to such party. All remedies available
to Manager for breach of the provisions of Sections 4.12 and 4.13 are cumulative and may be exercised concurrently
or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of the other
remedies. Manager shall have, and may pursue, all remedies at law and in equity, and without limiting the generality of the foregoing,
may sue for injunctive relief (without having to prove actual damages or immediate or irreparable harm or to post a bond) and damages
including disgorgement of profits. If a court holds that the duration and/or scope of the restrictions set forth in Sections
4.12 and 4.13 are unreasonable, then, to the extent permitted by law, the court may prescribe a duration and/or scope
that is reasonable, and the parties agree to accept such determination subject to their rights of appeal. If Practice violates
a restriction set forth in Section 4.12 or 4.13, then the time period applicable to Practice shall be extended for
a period of time equal to the period during which said violation or violations occurred, but such extension of time shall not otherwise
limit Manager’s remedies for breach. If Manager seeks injunctive relief from said violation in court, then the running of
the restrictive covenant period shall be suspended during the pendency of said proceeding, including all appeals by such party.
This suspension shall cease upon the entry of a final judgment in the matter. The existence of any claim or cause of action by
Practice against Manager, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by Practice of the foregoing. Manager shall be entitled to reimbursement from Practice for its costs and fees, including reasonable
attorneys’ fees, associated with any litigation entered into to enforce Sections 4.12 and 4.13 if Manager prevails
in any such enforcement action. 


 




    	7



    	 



    

 


4.15        Survival.
The provisions of Sections 4.12 through 4.14 shall survive the termination or expiration of this Agreement for a
period of two (2) years thereafter (or longer if expressly so provided).


 


4.16        DISCLAIMER
OF LIABILITY. Practice hereby acknowledges and agrees that Manager shall not be liable to Practice or any Physician for
any consequential, special, punitive or incidental liability, loss or damage caused or alleged to be caused directly or indirectly
through any action or inaction on the part of Manager hereunder or otherwise, including without limitation, by any defect or deficiency
in the development, construction or manufacture of the Premises, any equipment or any supplies, whether based upon breach of contract
or warranty, negligence or other legal theory.


 


5.          FINANCIAL
ARRANGEMENT. 


 


5.1          Fiscal
Matters.


 


5.1.1      Billing
and Collection.


 


(a)          Practice shall
provide to Manager and shall maintain accurate, legible, complete, proper and timely documentation of all services and related
information required for billing purposes and to demonstrate medical necessity of professional services in conformity with applicable
professional standards, applicable law and Practice policies. Practice shall require coding for professional services utilizing
Current Procedural Terminology (CPT) and for diagnoses utilizing the current version of the International Codes for Diseases. Practice
shall, and shall cause each Physician to, cooperate fully with Manager’s billing personnel and provide such information and
execute such documents as shall be reasonably necessary for such billing personnel to prepare, process and collect bills for services
rendered by Practice.


 


(b)          Manager shall
bill third parties using Practice and Physician provider numbers and shall use commercially reasonable efforts to collect all billable
services. Manager’s authority shall include, but not be limited to (i) extending the time of payment of any accounts receivables;
(ii) discharging, settling or releasing the obligors of any such accounts receivables, (iii) suing, assigning or selling at a discount
any accounts receivables, or (iv) taking other measures to procure the payment of any accounts receivables. Manager shall have
no obligation to submit bills for any claim that Manager believes is not reimbursable under the particular circumstances, and while
Manager may elect to pursue litigation to collect accounts, Manager shall have no obligation to do so.


 


5.1.2         Payables
and Cash Management. Manager shall provide cash management services to Practice and shall handle the payment of expenses
on behalf of Practice to the extent of available funds of Practice, including payment of the Management Fee to Manager. Manager
shall make advances from time to time for the payment of Practice’s expenses. Practice shall repay any such advances before
making payment of any other expenses of Practice, unless Manager elects in its sole discretion to apply any such payment from Practice
to expenses of Practice, or unless otherwise agreed in writing by Practice and Manager. In the event Manager and Practice enter
into a loan agreement pursuant to which Manager agrees to make advances to Practice and the terms of such loan agreement conflict
with the terms of this Section 5.1.2, the terms of such loan agreement shall govern. Manager or its affiliates may enter into loan
arrangements with third party lenders from time to time to enable Manager to satisfy its commitment to make loan advances to Practice
hereunder.  In consideration of Manager’s commitment to make loan advances to Practice hereunder, to the extent required
by any third party lender, Practice agrees to enter into such loan documents in the same manner and on the same terms as Manager
and its affiliates such that Practice is bound as a direct or indirect obligor under such loan documents and Practice’s assets
are pledged as collateral for such loan obligations.


 




    	8



    	 



    

 


5.1.3      Special
Power of Attorney. In connection with the services to be provided hereunder, throughout the Term, Practice hereby grants
Manager, and grants each Subcontractor pursuant to the applicable subcontract, a special power of attorney and appoints Manager
and each Subcontractor as Practice’s true and lawful agents and attorneys-in-fact, and Manager and each Subcontractor hereby
accept such special power of attorney and appointment, for the following purposes:


 


(a)          To bill Practice’s
patients, in Practice’s name and on Practice’s behalf, for professional and other services provided by or on behalf
of Practice;


 


(b)          To bill all
claims for reimbursement or indemnification to insurance companies, Medicare, Medicaid, and all other third-party payors and fiscal
intermediaries, in Practice’s name and on Practice’s behalf, for professional services provided by or on behalf of
Practice;


 


(c)          To deposit all
amounts collected on behalf of Practice into Practice Account described below;


 


(d)          To make and
authorize disbursements from Practice Account to repay advances made by Manager and to pay expenses of Practice (including the
Management Fee) on behalf of Practice;


 


(e)          To take possession
of, endorse in the name of Practice, and deposit into Practice Account any notes, checks, money orders, insurance payments, and
any other instruments received in payment of accounts receivable for services provided by Practice. Manager shall be responsible
for the loss, theft, or disappearance of such payments caused by its negligence or intentional misconduct, from the time of receipt
by Manager until they are delivered to a common carrier or the applicable financial institution.


 


The special powers of
attorney granted in this Agreement shall be coupled with an interest. Such special powers of attorney shall expire when this Agreement
has been terminated. At Manager’s request, Practice shall execute and deliver to the financial institution where Practice
Account is maintained such additional documents or instruments as may be necessary to evidence or effect the special powers of
attorney described above. With respect to any Practice Account into which receivables payable by a federally funded health care
program (including Medicare and Medicaid) are paid, Practice may revoke the special power of attorney granted herein at any time,
with or without cause, immediately upon written notice to Manager; provided, however, such revocation shall constitute
a material breach of this Agreement and shall subject each party hereto to all the rights and remedies afforded the other hereunder
for the breach.


 




    	9



    	 



    

 


5.1.4          Practice
Account. Practice has established account(s) (collectively, the “Practice Account”), which shall be
and at all times shall remain in Practice’s name and under Practice’s control, subject to the security interest granted
pursuant to this Agreement. Practice covenants to transfer and deliver to Manager for deposit into Practice Account all funds received
by or on behalf of Practice from patients or third party payors for services provided by Practice. Upon receipt by Manager of any
funds from patients or third party payors or from Practice pursuant hereto for services provided by Practice, Manager shall immediately
deposit the same into Practice Account. Practice shall designate at least two of Manager’s designees (who may be Subcontractor
employees) as the sole authorized signatories on Practice Account and Manager shall inform Practice who these designees
are in writing and may, from time to time, specify different persons to be the signatories. Manager shall provide full access for
Practice to information and records regarding Practice Account. Practice may revoke all authority granted to Manager and Manager’s
designees with respect to the Practice Account at any time, provided, however, that any such revocation shall constitute a material
breach of this Agreement.


 


5.1.5          Overpayments.
For the express purposes of this Agreement as they pertain to the billing and receipt of payments for patient accounts in accordance
with the fee schedule established and maintained by Practice, Manager agrees to cooperate with and support Practice in investigating
any inquiries and investigations by or on behalf of payors. If any internal or external audit demonstrates that Practice has received
overpayments from third-party payors or submitted claims for payments that would result in overpayments from third-party payors
(collectively, “Overpayments”), including without limitation from Medicare or Medicaid, then Manager shall be
authorized to negotiate and execute the repayment by Practice of the Overpayments to such third-party payors.


 


5.2          Management
Fees. Practice and Manager acknowledge that Manager will incur substantial costs and business risks in providing services
pursuant to this Agreement. Practice and Manager also acknowledge that such costs and business risks can vary to a considerable
degree according to the extent of Practice’s business and services. It is the intent of the parties that the fees paid to
Manager be reasonable and approximate its actual costs and expenses, plus a reasonable return considering the investment made by
Manager and the fair market value of the services provided by Manager. Accordingly, as a fee for all development and management
services provided hereunder, Practice shall pay Manager the fees set forth on Exhibit A attached hereto (“Management
Fee”). The Management Fee shall be paid on a monthly basis, payable on or before the 20th day of each month for the preceding
month. Payments that are more than 10 days late shall accrue interest at the rate of 1.0% per month or if lower, the highest rate
permitted by law. As of each anniversary of this Agreement, the Management Fee shall be re-set by mutual agreement of the Parties
to reflect fair market value and the scope of the services provided by Manager hereunder, provided that the Management Fee
re-set shall also be subject to the approval of the Board of Directors of Apollo Medical Holdings. Upon any failure of the Parties
to reach agreement or any failure to obtain the consent of the Board of Directors of Apollo Medical Holdings to the new Management
Fee within 30 days of each anniversary, the Management Fee shall automatically increase by 20 percentage points from the then-current
fee until the Parties reach agreement.


 




    	10



    	 



    

 


Pursuant to the power
of attorney granted to Manager in Section 5.1.3, and in payment of the Management Fee, Manager is authorized to disburse
the cash proceeds of Gross Collections deposited in Practice Account to a bank account of Manager on a daily basis and to pay from
such proceeds, on behalf of Practice, the Management Fee.


 


Manager shall provide
an accounting of: (i) all amounts withdrawn by Manager from Practice Account during the immediately preceding month as proceeds
of Gross Collections, and (ii) all payments made by Manager during the immediately preceding month on behalf of Practice. The Management
Fee reflects the fair market value of Manager’s services. Payment of the Management Fee is not intended to be, and shall
not be interpreted or applied as permitting, Manager to share in Practice’s fees for medical services (all of which are being
compensated pursuant to the Professional Services Agreements), but is acknowledged as the parties’ negotiated agreement as
to the reasonable fair market value of the items and services furnished by Manager pursuant to this Agreement, considering the
nature and extent of the services required and the investment made by Manager.


 


5.3          Grant
of Security Interest. To secure the payment and performance by Practice of its obligations hereunder, including without
limitation Practice’s obligations to pay the Management Fee and to repay advances made by Manager under Section 5.1.2
(collectively, the “Secured Obligations”), Practice hereby grants to Manager a continuing security interest
in any and all right, title and interest of Practice in and to the following, whether now owned, existing or owned, acquired or
arising hereafter (capitalized terms used and not otherwise defined in this Section 5.3 have the definitions given to such
terms in the Uniform Commercial Code from time to time in effect in the State (the “UCC”)) (collectively,
the “Collateral”): all Accounts, all cash and cash equivalents, all Chattel Paper (including Electronic
Chattel Paper), all Documents, all Equipment, all General Intangibles, all Goods, all Instruments, all Inventory, all Investment
Property, all Letter-of-Credit Rights, all Payment Intangibles, all Proceeds, all Securities Accounts, all Software, all Supporting
Obligations; all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing
software (owned by Practice or in which it has an interest) that at any time evidence or contain information relating to any Collateral
or are otherwise necessary or helpful in the collection thereof or realization thereupon; other personal property of any kind or
type whatsoever owned by Practice other than Practice Account; and to the extent not otherwise included, all Accessions, Proceeds
and products of any and all of the foregoing. Notwithstanding the foregoing grant of a security interest, this Agreement shall
not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited
by applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; provided,
however, that for purposes of the foregoing it is understood and agreed that Practice will use its reasonable efforts
to obtain a consent if permitted by applicable law. Except as may be expressly agreed by Manager in writing, Practice agrees and
warrants that the Manager’s lien hereunder is and shall at all times be a first priority lien on the Collateral, except that
if, pursuant to Section 5.1.2, Practice grants liens on any of the Collateral to any third party lender of Manager and its affiliates,
the lien and security interest granted by Practice to Manager herein shall be, without further action by any party, a second priority
lien on the Collateral, subordinate and junior in all respects to the liens granted to lenders to Manager and its affiliates


 





5.3.1          No Other
Liens. Practice represents, warrants and covenants that it has not granted or permitted to exist, and will not grant, a
security interest in the Collateral to any other person other than Manager and, pursuant to Section 5.1.2, to any third party lender
of Manager and its affiliates.


 




    	11



    	 



    

 


5.3.2      Further
Assurances. Practice agrees that, from time to time, Practice shall promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary for the security interest granted or purported to be granted
by Practice herein to be enforced and to enable Manager to exercise and enforce its rights and remedies hereunder with respect
to the Collateral. Without limiting the generality of the foregoing, Practice shall execute and file, and hereby authorizes Manager
to execute and file on behalf of and in the name of Practice, such security agreements, financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Manager may request, in order
to perfect and preserve the security interest granted or purported to be granted hereby by Practice in accordance with the UCC,
including, without limitation, any financing statement that describes the Collateral as “all personal property” or
“all assets” of Practice or that describes the Collateral in some other manner as Manager deems necessary or advisable.
Practice agrees to mark its books and records to reflect the security interest of Manager in the Collateral.


 


5.3.3      Exclusions.
Notwithstanding the foregoing grant of a security interest, this Agreement shall not constitute a grant of a security interest
in any property to the extent that such grant of a security interest is prohibited by any law or regulation or requires a consent
not obtained of any governmental authority pursuant to such law or regulation; provided however, that for purposes of the
foregoing, it is understood and agreed that Practice will use its reasonable efforts to obtain a consent if permissible by the
applicable law or regulation.


 


5.3.4      Survival.
The provisions of this Section 5.3 shall survive the termination or expiration of this Agreement until all of Practice’s
payment obligations to Manager are satisfied in full.


 


6.          TERM
AND TERMINATION.


 


6.1          Term.
Unless otherwise terminated in accordance with this Agreement, the Term shall commence on the Effective Date, shall continue until
the twentieth (20th) annual anniversary of the Effective Date, and shall automatically renew for successive five
(5) year periods.


 


6.2          Termination
for Cause.


 


6.2.1      Practice
may elect to terminate this Agreement upon the occurrence of any of the following events with respect to Manager:


 


(a)          the dissolution
or liquidation of Manager; or


 


(b)          the filing of
a voluntary or involuntary bankruptcy petition (with respect to an involuntary petition, not dismissed within sixty (60) days);
a general assignment for the benefit of creditors; and/or any other similar, material action taken voluntarily or involuntarily
under any state or federal statute for the protection of debtors (with respect to an involuntary action, not dismissed within sixty
(60) days).


 




    	12



    	 



    

 


6.2.2      Manager
may elect to terminate this Agreement for cause upon the occurrence of any of the following events with respect to Practice:


 


(a)          the dissolution
or liquidation of Practice;


 


(b)          the filing of
a voluntary or involuntary bankruptcy petition (with respect to an involuntary petition, not dismissed within sixty (60) days);
and/or a general assignment for the benefit of creditors, or any other similar, material action taken voluntarily or involuntarily
under any state or federal statute for the protection of debtors (with respect to an involuntary action, not dismissed within sixty
(60) days) of Practice;


 


(c)          the cessation
of all or substantially all active clinical operations of Practice;


 


(d)          the sale, lease
or other disposition of all or a material portion of Practice’s assets to any third party, other than asset sales and leases
in the ordinary course of business;


 


(e)          Practice’s
loss or suspension of its Medicare or Medicaid provider number and/or Practice’s restriction, suspension or exclusion from
treating beneficiaries of the Medicare or Medicaid programs so long as such loss, suspension, restriction, suspension or exclusion
is for more than sixty (60) days; or


 


(f)          the breach by
any Owner of the Shareholder Agreement.


 


6.3          Termination
for Breach. Either Manager or Practice may terminate this Agreement if there is a material breach of any of the provisions
hereof by the other party that endangers the health or safety of patients of Practice. Upon discovery of any such material breach
of this Agreement, the non-breaching party shall notify the breaching party in writing of its desire to terminate this Agreement
and shall include in such notice the basis on which termination is being effected. If the breaching party fails to cure the breach
within 90 days after notice, then this Agreement shall terminate on the 91st day following the date of such notice; provided, that
in the event that such breach can be cured and good faith efforts to cure have been commenced but not completed within 90 days
after such notice, then this Agreement shall not terminate prior to such cure unless the breaching party fails diligently to pursue
the cure to completion or fails to complete such cure within a total cure period of 180 days; and, provided, further, that in the
event of an unresolved dispute between the parties as to whether a material breach exists that endangers the health or safety of
patients of Practice or with respect to the cure of such material breach, either Manager or Practice may submit such dispute for
resolution pursuant to Section 7.8 and the Agreement shall not terminate (based on the notice of breach then at issue pursuant
to this Section) unless and until the procedures set forth in Section 7.8 result in a ruling that such a material breach
exists that has not been cured. The parties irrevocably grant any arbitrator who reviews a dispute pursuant to the procedures set
forth in Section 7.8 the binding authority to determine the question of whether such a material breach exists or has been
cured under this Section.


 





6.4          Apollo’s
Consent to Termination. Any termination of this Agreement by Manager shall require the consent of the Board of Directors
of Apollo Medical Holdings.


 




    	13



    	 



    

 


6.5          Legal
Events. The parties acknowledge that this Agreement has been negotiated and entered into to effect compliance with the
provisions of the Medicare and Medicaid anti-kickback statute, 42 U.S.C. § 1320a-7b(b), and the Stark law, 42 U.S.C.
§ 1395nn, and all other applicable laws and regulations. If any law is adopted or amended or any rule or regulation is
published for public comment, promulgated or modified, any administrative ruling, advisory opinion or judicial interpretation in
any jurisdiction is issued or modified or any court or administrative tribunal in any jurisdiction issues any decision, judgment,
order or interpretation, which, in the reasonable judgment of one party draws into question the terms of this Agreement in a manner
that may materially and adversely affect a party’s or any party’s affiliate’s licensure, accreditation, certification,
or ability to refer, to accept any referral, to bill, to claim, to present a bill or claim, or to receive payment or reimbursement
from any federal, state or local governmental or non-governmental payor or that may subject such party to a substantial risk of
prosecution or civil monetary penalty, then the parties shall modify this Agreement to the minimum extent necessary to eliminate
the illegal or unenforceable aspects hereof, while remaining consistent with the intent of this Agreement in its original form.


 


6.6         Effect
of Expiration or Termination.


 


6.6.1          Termination
of Obligations. Upon the expiration or termination of this Agreement, all Secured Obligations shall be immediately paid
in full and neither party shall have any further obligations under this Agreement except for (i) obligations accruing prior to
the date of expiration or termination and (ii) obligations, promises, or covenants set forth in this Agreement that are expressly
made to extend beyond the Term. In addition, Practice shall no longer have any right to the space, equipment, supplies, personnel
and services provided by Manager hereunder and shall no longer have the right to use or otherwise benefit from the Confidential
Information in any form or fashion. Practice shall immediately return to Manager any space, equipment, records and other items
provided hereunder (including all copies thereof) and cease using any of the Confidential Information. Interest shall accrue at
a rate of 8% per annum on any Secured Obligations that remain outstanding after the expiration or termination of this Agreement
until such Secured Obligations are paid in full.


 


6.6.2          Manager’s
Collateral. If, upon the expiration or termination of this Agreement, any Secured Obligations remain outstanding that are
not paid within sixty (60) days after termination, Manager shall be entitled (i) to exercise in respect of the Collateral all of
its rights, powers and remedies provided for herein, by law, in equity or otherwise, including all rights and remedies of a secured
party under the UCC, and (ii) to apply the proceeds collected by Manager from the exercise of such remedies (A) first, to pay all
reasonable costs and expenses incurred by Manager from its exercise of such remedies, (B) second, after all of the reasonable costs
and expenses referred to in clause (A) are paid in full, to pay the Secured Obligations, and (C) third, after payment in
full of the amounts referred to in clauses (A) and (B), to Practice or any other person lawfully entitled to receive
such surplus.


 




    	14



    	 



    

 


7.          MISCELLANEOUS.


 


7.1       Status
of Parties. It is expressly acknowledged that the parties are independent contractors, and nothing in this Agreement is
intended and nothing shall be construed to create an employer-employee, partnership, joint-venture, or agency relationship. Each
of Manager and Practice agrees that such party shall be solely responsible for all State and federal laws pertaining to employment
taxes, income withholding, unemployment insurance and other employment-related statutes applicable to that party, and each will
indemnify and hold the other harmless from any and all loss or liability arising with respect to such matters.


 


7.2       Insurance.
Manager shall maintain insurance for itself in such amounts, on such terms, and with such insurers as Manager shall determine.


 


7.3       Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by hand or a national
over-night courier service, by facsimile with subsequent telephone confirmation, or three (3) Business Days after mailing when
mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties in the manner provided below:


 


	Practice:	ApolloMed Care Clinic, A Professional Corporation
	 	700 N. Brand Blvd.
	 	Suite 220
	 	Glendale, CA 91203
	 	 
	Manager:	Apollo Medical Management, Inc.
	 	700 N. Brand Blvd.
	 	Suite 220
	 	Glendale, CA 91203
	 	 
	 	With a copy to:
	 	 
	 	Nixon Peabody LLP
	 	Gas Company Tower
	 	555 West Fifth St., 46th Floor
	 	Los Angeles, CA 90013
	 	Attention: Jill H. Gordon
	 	Facsimile: (877) 634-0751
	 	Email: jgordon@nixonpeabody.com
	 	 
		And a copy to:
	 	 
	 	Robinson, Bradshaw & Hinson, P.A.
	 	101 North Tryon Street, Suite 1900
	 	Charlotte, North Carolina 28246
	 	Attention:  Karen A. Gledhill
	 	Facsimile: (704) 373-3965
	 	Email: kgledhill@RBH.com


 


Any party may change the address or facsimile
number to which notice is to be given by notice given in the manner set forth above.


 




    	15



    	 



    

 


7.4       Governing
Law. This Agreement shall be governed by the internal laws and judicial decisions of the State, without reference to conflicts
of law principles.


 


7.5       Assignment.
Except as specifically provided in this Agreement to the contrary, this Agreement shall inure to the benefit of and be binding
upon the parties and their respective legal representatives, successors, and assigns; provided, however, that no party may
assign this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, Practice acknowledges
and agrees that (i) Manager may assign or delegate certain of Manager’s obligations hereunder to a Subcontractor, but no
such assignment or delegation shall relieve Manager of its duties hereunder, (ii) Manager shall have the right (A) to assign this
Agreement as collateral to NNA under the Loan Documents, and NNA shall have the right to enforce Manager’s rights under this
Agreement at any time an “Event of Default” is in existence under the Loan Documents and (B) to assign this Agreement
as collateral to any other lender that provides financing to Manager or any of its affiliates, and that such lender shall have
the right to enforce Manager’s rights under this Agreement at any time an “Event of Default” is in existence
with respect to such lender’s loan documents relating to Manager, and (iii) in each case referred to in clauses (ii)(A) and
(ii)(B), NNA and any such lender shall have the right to foreclose upon the collateral assignment made by the Manager and exercise
its rights and remedies with respect thereto as permitted by the terms of the collateral assignment or as otherwise permitted by
law, including without limitation transferring the rights of Manager to an unaffiliated Person.


 


7.6       Captions;
Gender and Number. Captions contained in this Agreement are inserted only as a matter of convenience and for reference
and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision. The masculine gender
includes the feminine and neuter genders and the singular includes the plural.


 


7.7       Additional
Assurances. At the request of any party, the other parties shall execute any additional instruments and take any additional
acts as may be reasonably required to carry out the intent and purposes of this Agreement.


 


7.8       Dispute
Resolution/Arbitration. The parties shall use good faith negotiation to resolve any dispute that may arise under this Agreement.
In the event the parties cannot reach agreement on any issue, such issue will be settled by binding arbitration before a single
arbitrator in accordance with the Rules of Procedure for Arbitration of the American Health Lawyers Association (AHLA) Alternative
Dispute Resolution Service, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Such arbitration shall occur in the city where Practice is located within sixty (60) days after this arbitration clause
is triggered by one party providing the other parties written notice of arbitration. The arbitrator shall be chosen in accordance
with the rules of the AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service
is no longer in effect, then the arbitration shall be conducted as set out above by the American Arbitration Association in accordance
with the Commercial Rules of the American Arbitration Association then in effect. The arbitrator may in any such proceeding award
attorneys’ fees and costs to the prevailing party. Manager and Practice shall share the costs of the arbitrator equally between
them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable
to any claim shall be determined as if such claim were being asserted in a state court in the State, for all state law claims,
and in a federal court in the State, for all federal law claims, and such statute of limitations shall apply to preclude arbitration
of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the
parties reserve the right to proceed at any time in any court having jurisdiction or by self help to exercise or prosecute the
following remedies, as applicable: (i) all rights of self help, including peaceful occupation of real property and collection
of rents, set off, and peaceful possession of personal property, (ii)  pre-judgment garnishment or attachment of property,
(iii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under
any provision set forth in Sections 4.12 and 4.13 and (iv) when applicable, a judgment by confession of judgment.
Preservation of these remedies does not limit the power of the arbitrator(s) to grant similar remedies that may be requested by
a party in a dispute. The agreement to arbitrate set forth in this Section 7.8 may only be enforced by the parties to this
Agreement and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed
pursuant to and governed by the provisions of the Federal Arbitration Act, 9 U.S.C. §1, et seq.


 




    	16



    	 



    

 


7.9       Force
Majeure. Other than Practice’s repayment obligations with respect to the Secured Obligations, no party shall be liable
or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service deemed
to result, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires,
explosions, earthquakes, floods, failure of transportation, strikes or other work interruptions by a party’s employees, unavailability
of supplies, or any other similar cause beyond the reasonable control of that party unless the delay or failure in performance
is expressly addressed elsewhere in this Agreement.


 


7.10     Severability;
Reformation. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless the
invalidity of any such provision substantially deprives either party of the practical benefits intended to be conferred by this
Agreement. Notwithstanding the foregoing, any provision of this Agreement held invalid, illegal or unenforceable only in part or
degree shall remain in full force and effect to the extent not held invalid or unenforceable, and the determination that any provision
of this Agreement is invalid, illegal or unenforceable as applied to particular circumstances shall not affect the application
of such provision to circumstances other than those as to which it is held invalid, illegal or unenforceable. To the extent permitted
by law, the parties hereby to the same extent waive any applicable federal, State, and local laws, rules and regulations that renders
any provision hereof prohibited or unenforceable in any respect. Nothing in this provision amends, or is intended to amend, Section
6.5 of this Agreement.


 


7.11     Amendments
to Agreement. This Agreement may not be modified, amended, supplemented or waived except by a writing signed by the authorized
signatories of the parties hereto, and such writing must refer specifically to this Agreement. Without limiting the generality
of the foregoing, this Agreement shall not be amended, supplemented or superseded without the consent of (i) the Board of Directors
of Apollo Medical Holdings and (ii) so long as any obligations or lending commitments are outstanding under the Loan Documents,
NNA.


 




    	17



    	 



    

 


7.12     Entire
Agreement. This Agreement, together with its Appendix and Exhibits, constitutes the entire agreement of the parties with
respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect
to such matters, including without limitation any and all prior management service agreements.


 


7.13     Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together
shall be one and the same agreement. Execution by original signature delivered by facsimile transmission or other electronic means
shall be deemed to be, and shall have the same effect as, execution by original signature.


 


7.14     Compliance
with HIPAA Requirements. Manager shall be a party to a Business Associate Agreement with Practice in accordance with applicable
law.


 


7.15     Availability
of Records. In the event Manager is determined to be a subcontractor under the applicable provisions of the Social Security
Act, including Section 1861(v)(1)(I) of the Social Security Act and related regulations, Manager will, until the expiration of
four (4) years after the furnishing of services under this Agreement, make available upon the request of federal officials or their
representatives, this Agreement and Manager’s books, documents and records as may be necessary to certify the nature and
extent of the cost incurred by Practice and services provided pursuant to this Agreement. This requirement shall adopt and incorporate
by reference the applicable provisions of the Social Security Act with respect to the availability of all such subcontractor books
and records.


 


7.16     Third
Party Beneficiary. Manager and Practice agree that Apollo, as the sole shareholder of Manager, is an intended third party
beneficiary of this Agreement and shall independently have the right to enforce Apollo’s and Manager’s rights under
this Agreement.


 


[THE REMAINDER OF THIS PAGE HAS BEEN
LEFT INTENTIONALLY BLANK.]


 




    	18



    	 



    

 


IN WITNESS WHEREOF, Manager and Practice
have caused this Agreement (including without limitation the power of attorney granted herein by Practice to Manager) to be executed
all as of the day and year first above written.


 


	MANAGER:	Apollo Medical Management, Inc.
	 	 
	 	By:	/s/ Kyle Francis
	 	 
	 	Name: 	Kyle Francis
	 	 
	 	Title: 	Chief Financial Officer
	 	 
	PRACTICE:	ApolloMed Care Clinic, A Professional Corporation
	 	 
	 	By:	/s/ Warren Hosseinion
	 	 
	 	Name: 	Warren Hosseinion, M.D.
	 	 
	 	Title: 	President


 




    	19



    	 



    

 


Appendix A


 


“Affiliate” means (i)
with regard to any Person who is an individual, such Person’s spouse, any issue, spouse of issue, a trust for the sole benefit
of such Person or his/her/its Affiliates, or a corporation, partnership, limited liability company or other entity in which such
Person or his/her/its Affiliates have an ownership interest or financial interest or business arrangement of any kind, and if such
entity is a professional medical practice, including any physician employees of such entity and (ii) with regard to any Person
that is not an individual, (A) any Person directly or indirectly controlling, controlled by or under common control with such Person
through the ownership of two percent (2%) or more of the outstanding equity interests of a Person and (B) any and all directors,
Managers, officers, partners, shareholders, members and physician employees of such Person and all settlors and trustees of any
trust.


 


“Agreement” has the meaning
set forth in the introductory paragraph to this Agreement.


 


“applicable law” means
all federal, State, and local laws, rules and regulations.


 


“Apollo” means Apollo
Medical Holdings, Inc., a Delaware corporation and the sole shareholder of Manager.


 


“Authorized Person” has
the meaning set forth in Section 2.2.


 


“Business Day” means
any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in Los Angeles, California are authorized
or required by law to be closed


 


“Collateral” has the
meaning set forth in Section 5.3.


 


“Confidential Information”
means and includes (i) data, know-how, processes, designs, inventions and ideas, patient records and lists, pricing information,
vendor contracts and arrangements, market studies, business plans, computer software and programs, database technologies, systems,
improvements, devices, know-how, discoveries, concepts, methods, information of Practice or Manager and its respective Affiliates
and any other information, however documented, related to Practice or Manager and its respective Affiliates, including information
that is a trade secret under applicable law; (ii) information concerning Practice or Manager including historical financial statements,
financial projections and budgets, historical and projected revenues and expenses, capital spending budgets and plans, the names
and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and
materials, purchasing methods and techniques, however documented; and (iii) any and all notes, analyses, compilations, studies,
summaries and other material prepared by or for Manager or Practice with respect to Practice or Manager and its Affiliates containing
or based, in whole or in part, upon any information included in the foregoing. Confidential Information shall not include any information
that is or becomes generally publicly known other than as a result of disclosure by Manager or Practice or any of its Affiliates
in breach of any obligation owed to Practice or Manager, as applicable.


 


“Effective Date” has
the meaning set forth in the introductory paragraph to this Agreement.


 




    	 



    	 



    

 


“Gross Collections” means
the cash collected from the provision of goods and services of any nature by Practice (including through Physicians), after deduction
of refunds and Overpayments.


 


“Loan Documents” means
(i) the Credit Agreement between Apollo and NNA, dated on or about the Effective Date, and the related Credit Documents (as defined
in the Credit Agreement), and (ii) the Convertible Secured Note made by Apollo in favor of NNA, dated on or about the Effective
Date, in each case as amended or restated from time to time.


 


“Management Fee” has
the meaning set forth in Section 5.2.


 


“Manager” has the meaning
set forth in the introductory paragraph to this Agreement.


 


“NNA” means NNA of Nevada,
Inc., a Nevada corporation.


 


“Overpayments” has the
meaning set forth in Section 5.1.5.


 


“Owners” means all owners
of Practice.


 


“parties” means Manager
and Practice; each a “party.”


 


“Person” or “person”
means any natural person, firm, association, organization, corporation, partnership, limited liability company, limited liability
partnership, professional corporation, joint venture, public entity, and any other business, including, without limitation, a third
party payor.


 


“Physicians” means all
Owners, all physicians who are employees of Practice and all physicians who are retained, either directly or through a practice
entity, as independent contractors to provide physician services on behalf of Practice.


 


“Practice” has the meaning
set forth in the introductory paragraph to this Agreement.


 


“Practice Account” has
the meaning set forth in Section 5.1.4


 


“Practice Medical Supplies”
means all inventories of pharmaceuticals and other supplies that: (i) are necessary in order for Practice to operate its business;
and (ii) a licensed health care provider must purchase, maintain, or secure.


“Premises” means the
locations made available to Practice by Manager pursuant to this Agreement where Practice provides services to patients and clients.


 


 


“Professional Services Agreement”
means each agreement or arrangement pursuant to which Practice recruits and/or retains Physicians as employees or independent contractors
to provide services on behalf of Practice, and any shareholder agreement, stock restriction agreement, operating agreement or other
arrangement governing the economic, voting and/or other rights and obligations of the owners of Practice.


 


“Secured Obligations”
has the meaning set forth in Section 5.3.


 




    	 



    	 



    

 


“Shareholder Agreement”
means the Physician Shareholder Agreement, dated as of the Effective Date, among Manager, Apollo, Practice and Warren Hosseinion,
M.D.


 


“State” means the State
of California.


 


“Subcontractor” has the
meaning set forth in Section 2.1.


 


“Support Personnel” has
the meaning set forth in Section 3.4.


 


“Term” means the initial
and any renewed periods of duration of this Agreement as further described in Section 6.1.


 


“UCC” has the meaning
set forth in Section 5.3.


 




    	 



    	 



    

 


Exhibit A


 


Management Fee


 


In consideration of the broad scope of services
Manager will provide to Practice, Practice shall pay to Manager a fee equal to 20% of Gross Collections per month plus a
separate fee for services related to marketing, which shall be reimbursed on an expense basis, which fees Practice acknowledges
and agrees constitutes the fair market value of such services.


 


In addition, Practice shall reimburse the
Manager for all reasonable out-of-pocket costs incurred by Manager, directly and primarily related to, or in furtherance of, its
performance of its services under the Agreement, including without limitation:


 


		o	All compensation, insurance and benefits payable to Manager’s employees and independent contractors providing services
to Practice



 


		o	Medical supplies



 


		o	Transcription/Inspections



 


		o	Patient Meals/Transportation



 


		o	Rent/Facilities/Utilities



 


		o	Equipment Leases/Debt Service/Bank Fees



 


		o	Equipment Supplies and Services



 


		o	Fees payable to professionals (attorneys, accountants)



 


		o	Communications, Marketing, Travel, Automobile, Entertainment



 


Manager shall provide a monthly
report of its expenses hereunder.