Letter Amendment dated December 29, 2023 to the Convertible Promissory Notes dated March 31, 2023 (as amended on September 11, 2023) and September 30, 2023 issued by ImmunityBio, Inc. to Nant Capital, LLC

Nant Capital, LLC

450 Duley Road

El Segundo, California 90245

Dear Nant Capital, LLC:

Reference is made to (a) that certain Convertible Promissory Note issued by ImmunityBio, Inc., a Delaware corporation (the “Company”) to Nant Capital, LLC, a Delaware limited liability company (the “Holder”) dated March 31, 2023 in the stated principal amount of $30,000,000 (as amended from time to time, including by that certain letter amendment dated September 11, 2023, the “March 2023 Note”) and (b) that certain Convertible Promissory Note issued by the Company to the Holder dated September 11, 2023 in the stated principal amount of $200,000,000 (as amended from time to time, the “September 2023 Note”). Capitalized terms used but not defined herein are used as defined in the March 2023 Note.

This letter amendment confirms our mutual agreement that:

1.The first paragraph of the March 2023 Note is hereby amended by replacing the phrase “December 31, 2024 (the “Maturity Date”)” therein with the phrase “December 31, 2025 (the “Maturity Date”)”.

2.Each of the March 2023 Note and September 2023 Note (each, a “Note”, and collectively, the “Notes”) are hereby amended to include the following legend at the top of each of each such Note:

Except as expressly set forth herein, the provisions of each Note shall remain unchanged and in full force and effect and the parties hereto hereby ratify and reaffirm each and every term, covenant and condition set forth in each Note as of the date hereof, as amended by this letter amendment.

THIS LETTER AMENDMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF A DIFFERENT JURISDICTION).

This letter amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This letter amendment and the Notes constitute the entire agreement among the parties hereto relating to the subject matter hereof and thereof and supersede any and all previous discussions, correspondence, agreements and other understandings, whether oral or written, relating to the subject matter hereof or thereof. This letter amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties hereto, and their successors and assigns. Any signatures delivered by a party hereto by facsimile transmission or by electronic transmission shall be deemed an original signature hereto.

Please indicate your agreement to the foregoing by signing in the space indicated below.