EXHIBIT 10.1


 





FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT


 


This FIRST AMENDMENT
TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made and entered into as of August 26, 2019, by and between
Allied Physicians of California, a Professional Medical Corporation, a California corporation (“APC”), and Apollo
Medical Holdings, Inc., a Delaware corporation (“Apollo”).


 


A.       APC
and Apollo have previously entered into that certain Stock Purchase Agreement dated as of May 10, 2019 (the “Stock Purchase
Agreement”). 


 


B.       APC
and Apollo desire to amend the Stock Purchase Agreement as set forth herein. 


 


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:


 


1.       Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Stock Purchase Agreement.


 


2.       Section
1.4. Section 1.4 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:


 


1.4       Voting
of Shares. Notwithstanding anything to the contrary in this Agreement or under applicable Law, (i) at any Apollo stockholder
meeting called in connection with any or all of the transactions contemplated by or related to this Agreement, the Preferred Stock
Purchase Agreement or the Loan Agreement (the “Transactions”), APC and any director or officer of APC who is
an officer or director of Apollo shall appoint one or more individuals designated by Apollo as their respective proxies and authorize
and instruct such proxy holders to vote any shares of Common Stock in the same proportion as all other votes cast on any specific
proposal coming before Apollo’s stockholders at such meeting, and (ii) at any APC shareholder meeting called in connection
with any or all of the Transactions, any director or officer of Apollo who is an officer or director of APC shall appoint one or
more individuals designated by APC as their respective proxies and authorize and instruct such proxy holders to vote any shares
of APC common stock in the same proportion as all other votes cast on any specific proposal coming before APC’s shareholders
at such meeting.


 


3.       Section
1.5. Section 1.5 of the Stock Purchase Agreement is hereby amended by deleting in its entirety the definition of “Optional
Termination Date.”


 


4.       Section
4.7. Section 4.7 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:


 


4.7.       Fairness
Opinion. APC shall have received an opinion from its financial advisor satisfactory to APC in its sole discretion.


 






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5.       Section
5.7. Section 5.7 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:


 


5.7.       Fairness
Opinion. Apollo shall have received an opinion from its financial advisor satisfactory to Apollo in its sole discretion.


 


6.       Section
5.11. Section 5.11 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:


 


5.11       Loan.
Apollo shall have obtained a loan from a commercial financial institution in an amount sufficient to permit Apollo to provide financing
to AP-AMH under that certain loan agreement, dated on or about the date of this Agreement, between Apollo and AP-AMH (the “Loan
Agreement”).


 


7.       Section
5.12. Section 5.12 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:


 


5.12       Tax
Analysis. Apollo and its advisors shall have completed an analysis of the tax consequences of the Transactions the results
of which are satisfactory to Apollo in its sole discretion.


 


8.       Section
7. Section 7 of the Stock Purchase Agreement is hereby amended by deleting in its entirety Section 7.1(g) and substituting
in its place “Intentionally Omitted” and by adding “or” to the end of Section 7.1(f).


 


9.       Exhibit
B. Section 6 of the form of Voting and Registration Rights Agreement, which is attached as Exhibit B to the Stock Purchase
Agreement, is hereby amended as follows:


 


6.       Restrictions
on Voting. Notwithstanding anything to the contrary in the Certificate of Incorporation of the Company or under applicable
law, to the extent that Purchaser holds Registrable Securities that, together with any other voting securities of the Company,
result in Purchaser having voting power in excess of nine and 99/100 percent (9.99%) of all voting securities of the Company, Purchaser
shall appoint one or more individuals designated by the Company as its proxy and authorize and instruct such proxy holders to vote
such voting securities with such excess voting power in the same proportion as all other votes cast on any specific proposal coming
before the Company’s stockholders.


 


10.       Effect
of Amendment. Except as expressly amended by this Amendment, all of the terms of the Stock Purchase Agreement shall remain
unchanged and in full force and effect. The provisions of Section 8 of the Stock Purchase Agreement are incorporated in this Amendment
by this reference, mutatis mutandis.


 


[Signatures appear on the following page.]


 




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IN WITNESS WHEREOF,
this Amendment has been executed as of the date first above written.


 





	 	ALLIED PHYSICIANS OF CALIFORNIA, A PROFESSIONAL MEDICAL CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Terry Lee, M.D.
	 	Name:	Terry Lee, M.D.
	 	Title:	Independent Committee Director
	 	 	 
	 	APOLLO MEDICAL HOLDINGS, INC.
	 	 
	 	 	 
	 	By:	/s/ Mitchell Kitayama
	 	Name:	Mitchell Kitayama
	 	Title:	Independent Committee Director
	 	 	 
	 	By:	/s/ Eric Chin
	 	Name: 	Eric Chin
	 	Title:	Chief Financial Officer




 








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