UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Tribune Publishing Company
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Common Stock, par value $0.01 per share
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89703P107
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California Capital Equity, LLC
Attn: Patrick Soon-Shiong
9920 Jefferson Boulevard
Culver City, California 90232
(310) 836-6400
With a Copy to:
Philip Richter
Brian Mangino
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
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January 17, 2019
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1
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NAMES OF REPORTING PERSONS
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California Capital Equity, LCC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, AF (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None (See Item 5)
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8
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SHARED VOTING POWER
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7,650,000 share (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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7,650,000 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,650,000 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.5% (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Nant Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None (See Item 5)
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8
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SHARED VOTING POWER
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7,650,000 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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7,650,000 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,650,000 shares (See Item 5)
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.5% (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Patrick Soon-Shiong
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, AF (See Item 3)
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
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|
||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,093,619 (See Item 5)
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8
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SHARED VOTING POWER
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7,650,000 share (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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1,093,619 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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7,650,000 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,743,619 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.6% (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed on June 7, 2016).
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2
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Securities Purchase Agreement, by and among Tribune Publishing Company, Nant Capital, LLC and Dr. Patrick Soon-Shiong, dated as of
May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001¬36230) filed with the SEC on May 23, 2016).
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3
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Registration Rights Agreement, by and between Tribune Publishing Company and Nant Capital, LLC, dated as of May 22, 2016
(incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001- 36230) filed with the SEC on May 23, 2016).
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4
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Stock Purchase Agreement, dated as of February 24, 2017, by and between HG Vora Special Opportunities Master Fund, Ltd. and Nant
Capital, LLC (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed on March 22, 2017).
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5
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Membership Interest Purchase Agreement, dated February 8, 2018, by and among Nant Capital and the Issuer (incorporated by reference
to Exhibit 2.1 to the Form 8K filed by the Issuer on February 7, 2018).
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6
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Standstill and Voting Agreement, dated January 17, 2019, by and among Nant Capital, Dr. Soon-Shiong, NantMedia Holdings, LLC and the
Issuer.
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NANT CAPITAL LLC | |||
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By:
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/s/ Charles Kenworthy |
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Its President |
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CALIFORNIA CAPITAL EQUITY, LLC | |||
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By:
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/s/ Charles Kenworthy |
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Its Manager |
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PATRICK SOON-SHIONG
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|||
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By:
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/s/ Patrick Soon-Shiong |
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Exhibit Number
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Description
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1
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Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed on June 7, 2016).
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2
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Securities Purchase Agreement, by and among Tribune Publishing Company, Nant Capital, LLC and Dr. Patrick Soon-Shiong, dated as of
May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001¬36230) filed with the SEC on May 23, 2016).
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3
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Registration Rights Agreement, by and between Tribune Publishing Company and Nant Capital, LLC, dated as of May 22, 2016
(incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001- 36230) filed with the SEC on May 23, 2016).
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4
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Stock Purchase Agreement, dated as of February 24, 2017, by and between HG Vora Special Opportunities Master Fund, Ltd. and Nant
Capital, LLC (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed on March 22, 2017).
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5
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Membership Interest Purchase Agreement, dated February 8, 2018, by and among Nant Capital and the Issuer (incorporated by reference
to Exhibit 2.1 to the Form 8K filed by the Issuer on February 7, 2018).
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6
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Standstill and Voting Agreement, dated January 17, 2019, by and among Nant Capital, Dr. Soon-Shiong, NantMedia Holdings, LLC and the
Issuer.
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NantMedia Holdings, LLC | Nant Capital, LLC | |||||
By:
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/s/ Patrick Soon-Shiong |
By:
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/s/ Patrick Soon-Shiong | |||
Name:
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Patrick Soon-Shiong |
Name:
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Patrick Soon-Shiong | |||
Title:
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Chairman & CEO |
Title:
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Chairman & CEO |
Dr. Patrick Soon-Shiong | ||||||
By:
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/s/ Patrick Soon-Shiong | |||||
By:
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/s/ Justin Dearborn | |||||
Name: | Justin Dearborn | |||||
Title: | Chairman & CEO |