Exhibit 10.1


 





EXECUTION COPY


 


AMENDMENT TO FIRST AMENDMENT AND ACKNOWLEDGEMENT


 


This AMENDMENT TO FIRST AMENDMENT AND
ACKNOWLEDGEMENT (this “Amendment”), dated as of May 13, 2015, is entered into among APOLLO
Medical Holdings, Inc., a Delaware corporation (“Company”), and NNA
of Nevada, Inc., a Nevada corporation (“Purchaser”).


 


RECITALS


 


A.Reference is made to the First Amendment
and Acknowledgement (the “First Amendment”), dated as of February 6, 2015, made with respect to the Investment
Agreement, dated as of March 28, 2014, between the Company and the Purchaser and certain other documents related thereto. Capitalized
terms not otherwise defined herein shall have the meanings given to such terms in the First Amendment.


 


B.The Company is required to complete
the Company Sale by May 29, 2015 pursuant to the terms of the First Amendment.


 


C.The Company has requested an extension
for completing the Company Sale until June 12, 2015, and the Purchaser has agreed to provide such extension.


 


STATEMENT OF AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual provisions, covenants and agreements herein contained, the Company and the Purchaser hereby agree that the Company
will have until June 12, 2015 to complete the Company Sale, and the definition of Company Sale is hereby amended to account for
such date.


 


The Company and the Purchaser further agree
that the second paragraph of Article VI of the First Amendment is hereby amended, superseded and restated to read in full as follows:


 


In addition to the foregoing, the Company
agrees to deliver to Purchaser, within two (2) Business Days following filing with the Commission, any registration statement (together
with any related prospectus or prospectus supplement) filed on or after May 12, 2015 in connection with the Company Sale, including
any amendments and supplements to any such registration statement, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 






    	 



    	 



    

 


The Company hereby confirms and agrees that,
after giving effect to this Amendment, the Registration Rights Agreement, the Investment Agreement, the Warrants, the Convertible
Note and the other Transaction Documents remain in full force and effect and enforceable against the Company in accordance with
its respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, other than as amended
by this Amendment, and the amendment contained herein shall not, in any manner, be construed to constitute payment of, or
impair, limit, cancel or extinguish, any rights of the Purchaser in any of the Transaction Documents, which shall not in any manner
be impaired, limited, terminated, waived or released, but shall continue in full force and effect. The Company represents and warrants
to Purchaser that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations
under the Investment Agreement or the other Transaction Documents, or if the Company has any such claims, counterclaims, offsets,
or defenses to the Investment Agreement or any other Transaction Document the same are hereby waived, relinquished, and released
in consideration of the execution of this Amendment.


 


This Amendment may
be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute one and the same instrument.


  




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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first
above written.


 


	 	
        Company:

         

        APOLLO medical holdings,
        inc.

         

        By: /s/ Warren Hosseinion

        Name: Warren Hosseinion

        Title: CEO

         

        Purchaser:

         

        NNA OF NEVADA, INC.

         

        By: /s/ Mark Fawcett

        Name: Mark Fawcett

        Title: Senior Vice President & Treasurer