EX-10.19



 Exhibit 10.19 

AMENDED AND RESTATED PROMISSORY NOTE 

May 23, 2016 
 Culver City, California 

WHEREAS, Nant Health, LLC, a Delaware limited liability company, with offices at 9920 Jefferson Boulevard, Culver City, California 90232 (the
“Company”), entered into a demand promissory note dated January 22, 2016 (the “Original Note”) in favor of NantOmics, LLC, with offices at 9920 Jefferson Boulevard, Culver City, California 90232
(“Holder”); 
 WHEREAS, the Company and Holder amended and restated the Original Note on May 9, 2016 (the “First Restated
Note”). 
 WHEREAS, the Company and Holder wish to amend and restate the First Restated Note with the terms of this Amended and Restated Promissory Note
(this “Note”). 
 NOW, THEREFORE, for good and valuable consideration, the Company and Holder do hereby (a) amend, restate and replace the
First Restated Note in its entirety and (b) otherwise agree as follows: 
 1. Principal and Interest. For value received, the Company promises to pay to
the order of Holder, or to the order of Holder’s registered assigns, the principal amount of each advance (each, an “Advance” and, collectively, the “Advances”) made by Holder to the Company pursuant to this
Note, in immediately available funds, at the times and in the manner set forth herein. 
 (a) Advances. The principal amount of each Advance
made by Holder to the Company hereunder, the date on which each such Advance is made, the amount of any prepayment or partial prepayment of any such Advance, and the outstanding principal amount of each such Advance, shall be specified in
Schedule A attached hereto. Holder shall be entitled to update Schedule A hereto from time to time to reflect updated information relating to the Advances made by Holder to the Company hereunder and any prepayments or partial
prepayments of the outstanding principal amounts of any such Advances. The information reflected in any such updated version of Schedule A delivered by Holder to the Company shall, in the absence of manifest error, constitute prima
facie evidence of the accuracy of the information recorded, provided, however, that the failure of Holder to update the information specified in Schedule A in connection with the making by Holder to the Company of any
Advance or the payment or partial prepayment by the Company of any such Advance shall not affect the obligations of the Company hereunder to repay the principal amount of any such Advance (and any interest unpaid having accrued thereon) in
accordance with the terms of this Note. 
 (b) Interest. The outstanding principal amount of each Advance made by Holder to the Company
pursuant to this Note shall bear interest from and including the date such Advance is made to but excluding the date such Advance is paid in full at a per annum rate equal to five percent (5%), compounded annually and computed on the basis of the
actual number of days elapsed and a year of 365 or 366 days, as the case may be. All amounts of principal of and, to the extent permitted by law, interest due and payable with respect to any Advance not paid when due, whether upon demand of Holder
or upon the acceleration thereof pursuant to Section 2 hereof, shall bear interest (“Default Interest”) from the date due until the date paid in full at an overdue rate per annum equal to seven percent (7%). Such
Default Interest shall be payable on demand and such and such increased rate of interest shall continue until such delinquent amount(s), with interest thereon at such increased rate, shall have been paid in full. Acceptance of any delinquent
payments by Holder shall not waive or affect any prior demand or default. 
 (c) Maturity Date. The unpaid principal of each Advance, and any
accrued and unpaid interest thereon, shall be due and payable on June 30, 2021. The Company may prepay the outstanding amount of any Advance (together with accrued and unpaid interest thereon) at any time, either in whole or in part, without
premium or penalty and without the prior consent of Holder. 

  
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 2. Events of Default. The entire aggregate principal amount of the Advances made by Holder pursuant to this Note,
together with all accrued and unpaid interest thereon, is subject to prepayment in whole or in part upon the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of
assets by the Company for the benefit of creditors (each, an “Event of Default”). Upon the occurrence of any Event of Default, all amounts outstanding hereunder in respect of the principal amount of any Advance and all unpaid
interest having accrued thereon, shall be immediately due and payable without notice to or demand on the Company. 
  

	3.	Miscellaneous. 

 (a) Notice. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier or personal delivery at the respective
addresses of the parties as set forth herein or on the register maintained by the Company. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given where received.

 (b) No Waiver. No failure or delay by Holder to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege preclude any other right, power or privilege. 
 (c) Severability. If one or more provisions
of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its
terms. 
 (d) Entire Agreement. This Note expresses the entire understanding of the parties with respect to the transactions contemplated
hereby. 
 (e) Default Rates; Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum
rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note. 

(f) Waiver by the Company. The Company hereby expressly waives presentment, protest, notice of protest, notice of default, notice of dishonor
and all other demands and notices relating to his Note of any kind or nature whatsoever. 
 (g) Governing Law. THIS NOTE AND ALL ACTIONS
ARISING OUT OF OR IN CONNECTION WITH THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT APPLICATION OF CONFLICTS OF LAW PRINCIPLES. 

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 IN WITNESS WHEREOF, the Company has caused this Amended and Restated Promissory Note to be issued as of
the date first written above. 
  

			
	NANT HEALTH, LLC
		
	By:	 	/s/ Paul Holt
	 Name: Paul Holt
 Title: Chief Financial
Officer



  

			
	AGREED AND ACCEPTED:
	
	NANTOMICS, LLC
		
	By:	 	/s/ Charles Kim
	 Name: Charles Kim
 Title: General
Counsel









 SCHEDULE A 

TO AMENDED AND RESTATED PROMISSORY NOTE 

ADVANCES 
  

							
	 DATE OF ADVANCE
	  	ORIGINAL PRINCIPAL AMOUNT
OF ADVANCE	  	AMOUNT AND DATE(S) OF
PREPAYMENTS OF ADVANCE	  	OUTSTANDING PRINCIPAL
BALANCE OF ADVANCE
	January 22, 2016	  	$20,000,000	  	N/A	  	$20,000,000
	March 8, 2016	  	$20,000,000	  	N/A	  	$20,000,000
	TOTAL	  	$40,000,000	  	N/A	  	$40,000,000


  
 Schedule A