PROMISSORY NOTE $5,000,000

This PROMISSORY NOTE

(this "Note") is dated as of the date written above and is made by APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation

("AMH"), in favor and for the benefit of NETWORK MEDICAL MANAGEMENT, INC., a California corporation ("NMM"),

with reference to the following recitals:

Apollo Acquisition Corp., a California corporation and wholly owned subsidiary of AMH ("Merger Sub"), NMM and Kenneth

Sim, M.D. as the Shareholders' Representative, have entered into an Agreement and Plan of Merger dated December 21, 2016

(the "Merger Agreement"), pursuant to which Merger Sub will merge with and into NMM, with NMM continuing as the surviving

corporation, upon the terms and subject to the conditions set forth therein. Capitalized terms used but not otherwise defined herein

shall have the meanings ascribed to such terms in the Merger Agreement.

to Section 3.13 of the Merger Agreement, prior to the Closing, NMM intends to distribute Company Distributable Cash to the Shareholders

(the "Cash Distribution"). The Shareholders intended to use a portion of such Cash Distribution to extend a working

capital loan to AMH at the Closing in the amount of the Working Capital Loan Amount (i.e., $5 million). However, due to AMH's

immediate working capital needs, AMH cannot delay the working capital loan until the Closing. As such, pursuant to Section 3.14

of the Merger Agreement, within five (5) Business Days following the Execution Date, NMM will loan the Working Capital Loan Amount

to AMH (as evidenced by this Note) (the "NMM Working Capital Loan") that was originally intended to be loaned by the

Shareholders to AMH as described above.

the NMM Working Capital Loan, in order to effectuate the original intent of the Shareholders to loan the Working Capital Loan Amount

to AMH as described above, (i) concurrently with the Cash Distribution, the Shareholders shall be deemed to have loaned back to

NMM a portion of such Cash Distribution; (ii) the principal amount of such loan by the Shareholders to NMM (the "Shareholder

Loan") will be in the amount of the Working Capital Loan Amount; (iii) NMM shall be deemed to have used the proceeds of the

Shareholder Loan to fund the NMM Working Capital Loan; and (iv) concurrently with the Cash Distribution, NMM shall execute and

deliver a promissory note in the form attached hereto as Exhibit A (the "Shareholder Note") which shall be payable

to the Shareholders' Representative on behalf of the Shareholders in the principal amount of the Working Capital Loan Amount,

the terms of which Shareholder Note shall be substantially identical to the terms of this Note.

full and adequate consideration and value given to AMH by NMM, the receipt and sufficiency of which are hereby acknowledged, AMH

hereby covenants and agrees as follows:

to Pay. AMH hereby promises to pay to the order of NMM, at 1668 South Garfield, Third Floor, Alhambra, California 91801, or

at such other address as NMM may from time-to-time designate in writing, the principal sum of Five Million Dollars ($5,000,000),

plus interest on the unpaid principal thereof from time-to-time outstanding, accruing from and after the date hereof, at a rate

which is at all times equal to the "Prime Rate" plus one percent (1%). As used herein, the "Prime Rate"

shall mean the prime rate of interest for commercial customers, as publicly or privately announced from time to time by Bank of

America. Any change in the Prime Rate that is made during any month during the term of this Note shall be reflected in the interest

charged under this Note on the first day of the month immediately following the date of such change. All payments of principal

and/or interest hereon shall be payable in lawful money of the United States of America and in immediately available funds. Interest

hereon shall be calculated on the basis of the actual number of days elapsed in a 360-day year.

Principal and interest shall be due and payable, without offset or deduction, on the dates and in the manner set forth below:

The entire outstanding principal amount under this Note shall be due and payable in full on the "Maturity Date" (defined

AMH shall pay to NMM successive quarterly installments comprising all accrued and unpaid interest on the principal balance hereof

from time-to-time outstanding at the Prime Rate plus one percent (1%), commencing on the first day of the first month immediately

following the execution of this Note, and continuing on the same day of each third (3rd) succeeding month thereafter

until the Maturity Date.

Date. The "Maturity Date" shall mean the date that is two (2) years after the date hereof, at which time the entire

principal balance hereof, all accrued interest thereon, and all other applicable fees, costs and charges, if any, shall be due

and payable in full.

payments shall be in lawful money of the United States payable to NMM at its address set forth above, or at such other place as

NMM may designate from time-to-time in writing.

The indebtedness evidenced by this Note may be prepaid in whole or in part without penalty or premium. Notwithstanding the foregoing,

any prepayment by AMH of the indebtedness evidenced by this Note shall not delay the next consecutive installment payment when

such payment shall become due, as provided above.

of Default. Each of the following events shall constitute an event of default hereunder ("Event of Default"):

shall fail to pay an installment of interest or principal on this Note on or before the 10th day after written notice of AMH's

failure to pay is provided by NMM to AMH;

pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency

or relief of debtors (a "Bankruptcy Law"), AMH shall (i) commence a voluntary case or proceeding, (ii) consent

to the entry of an order for relief against it in an involuntary case, (iii) consent to the appointment of a trustee, receiver,

assignee, liquidator or similar official, (iv) make an assignment of the benefit of its creditors, or (v) admit in writing its

inability to pay its debts as they become due; and/or

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against AMH in an involuntary

case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for AMH or substantially all of AMH's properties,

or (iii) orders the liquidation of AMH, and in each case the order of decree is not dismissed within 180 days.

At the option of NMM, the unpaid principal amount of, and all accrued but unpaid interest on, this Note shall become immediately

due and payable upon the occurrence of any Event of Default, in which event, NMM may at its option declare the entire unpaid balance

of this Note, all interest accrued thereon, together with all other applicable fees, costs and charges, if any, to be immediately

due and payable in cash, and NMM may proceed to exercise any rights or remedies that it may have under this Note or such other

rights and remedies which NMM may have at law, equity or otherwise.

of Collection. In the event of any default hereunder, in addition to principal, interest and late charges, NMM shall be entitled

to collect all costs of collection, including but not limited to, reasonable attorneys' fees incurred in connection with

any of NMM's reasonable collection efforts, whether or not suit on this Note is filed, and any and all such costs and expenses

shall be payable on demand.

Waiver. No failure on the part of NMM or other holder hereof to exercise any right or remedy hereunder, whether before or after

the happening of a default, shall constitute a waiver thereof, and no waiver of any past default shall constitute waiver of any

future default or of any other default. No failure to accelerate the debt evidenced hereby by reason of default hereunder, or acceptance

of a past due installment, or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon

prompt payment thereafter or to impose late charges retroactively or prospectively, or shall be deemed to be a novation of this

Note or as a reinstatement of the debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed

so as to preclude the exercise of any right which NMM may have, whether by the laws of the State governing this Note, by agreement

or otherwise; and AMH and each endorser or guarantor hereby expressly waives the benefit of any statute or rule of law or equity

which would produce a result contrary to or in conflict with the foregoing.

by AMH. AMH, and each endorser or guarantor of this Note hereby (i) waives presentment, demand, protest and notice of presentment,

notice of protest and notice of dishonor of this debt and each and every other notice of any kind respecting this Note, (ii) agrees

that NMM, at any time or times, without notice to such party or such party's consent, may grant extensions of time, without

limit as to the number or the aggregate period of such extensions, for the payment of any principal and/or interest due hereon;

and (iii) to the extent not prohibited by law, waives the benefit of any law or rule of law intended for its advantage or protection

as an obligor hereunder or in whole or in part, on account of any facts or circumstances other than full and complete payment of

all amounts due hereunder.

Laws. It is the intent of the parties to comply with the usury law of the State of California (the "Applicable Usury

Law"). Accordingly, to the extent NMM is not exempt from the Applicable Usury Law, it is agreed that notwithstanding any

provisions to the contrary in this Note, in no event shall this Note or such documents require the payment or permit the collection

of interest in excess of the maximum interest rate permitted by the Applicable Usury Law (the "Maximum Interest Rate"),

then in any such event (i) the provisions of this paragraph shall govern and control, (ii) neither AMH nor any entity now or hereafter

liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the Maximum

Interest Rate, (iii) any such excess which may have been collected shall be either applied as a credit against the then unpaid

principal amount hereof or refunded to AMH, at NMM's option, and (iv) the effective rate of interest shall be automatically

reduced to the Maximum Interest Rate.

of Law. This Note shall be interpreted and enforced in accordance with the laws of the State of California, and shall be deemed

to have been executed and delivered in the State of California.

is of the Essence. Time is of the essence in the performance of each and every obligation under this Note to be performed by

Modifications. This Note may amended only by an agreement in writing signed by the parties against whom enforcement of any

waiver, change, modification or discharge is sought.

and Assigns. This Note shall be binding upon and inure to the benefit of the parties hereto, and their respective successors