NORTHWEST BIOTHERAPEUTICS, INC.
LOAN AGREEMENT and
SECTION 1. GENERAL .
SDS Capital Group SPC, Ltd, a company, (“ SDS ” or the “ Holder ”) hereby grants to Northwest
Biotherapeutics, Inc. , a Delaware company (the “ Maker ” or the “ Company ”) an unsecured bridge term
loan facility of One Million Dollars (US$1.0 million) (the “ Principal Amount ”) subject to the terms of this Loan
Agreement and Promissory Note (this “ Note ”). The funding at closing of this Note will be US$1.0 million, and
the repayment on the Maturity Date will be US$1.06 million (the “Repayment Amount”). In addition, upon
execution of this Note, Maker will issue to Holder a Warrant exercisable for common stock of Maker as provided
in Section 10 hereof. Holder shall advance the Principal Amount to the Company promptly following execution of
this Note at the account notified to Holder by the Company.
Upon receipt of the Principal Amount and for value received, the Company hereby promises to issue the Warrant,
and promises to pay the Repayment Amount to the order of the Holder or its assigns, in accordance with this Note,
on April 21, 2009, or such earlier date as may be applicable under Sections 3 and 4 hereof (the “ Maturity Date
SECTION 2. PRE-PAYMENT .
This Note may be pre-paid prior to the Maturity Date at any time, at the election of the Maker in its discretion,
provided however that any such pre-payment shall have no effect upon the Warrant.
SECTION 3. DEFAULT PAYMENT .
Upon the occurrence of an Event of Default (as defined in Section 4 hereof) after notice as provided in
Section 17.1 hereof (“ Event of Default ”), default payments shall become due and payable on any unpaid
Repayment Amount that remains outstanding after the applicable Maturity Date (the “ Default Principal ”). The
default payments shall be assessed on a monthly basis at the beginning of each month or partial month in which any
Default Principal remains outstanding. Such default payments shall be a fixed amount relating