NORTHWEST BIOTHERAPEUTICS, INC.
FORM OF LOAN AGREEMENT and
FORM OF PROMISSORY NOTE
SECTION 1. GENERAL .
__________________ (the “ Holder ”) hereby grants to Northwest Biotherapeutics, Inc. , a Delaware
company (the “ Maker ” or the “ Company ”) a convertible loan of $_______________ Dollars
(US$_____________) (the “ Principal Amount ”) on the terms and conditions set forth in this Loan
Agreement and Promissory Note (this “ Note ”). Holder will deliver the Principal Amount to the Company
promptly following execution of this Note, in US dollars in immediately available funds, at the account notified to
Holder by the Company. The Principal Amount will bear interest from the date hereof until repaid, at an
annualized rate of six percent (6%) per annum (the “Interest”). The term of this Note will be two years (2) years
from the date hereof. Subject to exercise by Maker or its assigns of the conversion rights set forth in Section 5
hereof, the Company hereby promises to pay or deliver to the order of Holder, on March ___, 2011 (the “
Maturity Date ”), or such earlier date as may be applicable under Sections 2 or 4 hereof, the Repayment
Amount (a) wholly or partly in US Dollars in immediately available funds, at the account notified to the Company
by Holder or its assigns, and/or (b) wholly or partly in common stock of the Company, at the election of the
Company pursuant to Section 5 hereof. The Principal Amount together with interest from the date hereof to the
Maturity Date together constitute the “ Repayment Amount . ”
SECTION 2. PRE-PAYMENT .
Subject to the conversion rights set forth in Section 5 hereof, this Note may be pre-paid in whole or in part prior
to the Maturity Date, at the election of the Maker in its discretion.
SECTION 3. DEFAULT PAYMENT .
Upon the occurrence of an Event of Default (as defined in Section 4 hereof) after notice and opportunity for cure
as provided in Section 15.1 hereof (“ Event of Default ”), default payments will bec