THIRD AMENDMENT TO AMENDED AND RESTATED BINDING
This THIRD AMENDMENT TO AMENDED AND RESTATED BINDING TERM SHEET (this
"AMENDMENT") is made effective as of April 12, 2005 by and between NORTHWEST
BIOTHERAPEUTICS, INC., a Delaware corporation (the "COMPANY"), and TOUCAN CAPITAL FUND
II, L.P., a Delaware limited partnership ("TOUCAN").
WHEREAS, the Company and Toucan are party to that certain Binding Convertible Preferred Stock Term Sheet
originally dated April 26, 2004 and amended and restated on October 22, 2004 as further amended on
December 27, 2004 and January 26, 2005 (the "CONVERTIBLE PREFERRED STOCK TERM SHEET").
WHEREAS, concurrently herewith, the Company and its affiliates, if any, and Toucan and its designees, are
entering into Amendment No. 5 (the "FIFTH AMENDMENT") to that certain Amended and Restated
Recapitalization Agreement by and between the parties thereto; and
WHEREAS, in connection with the Fifth Amendment, the Company and Toucan desire to amend the Convertible
Preferred Stock Term Sheet as provided herein.
NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Toucan agree as follows:
1. The paragraph of the Convertible Preferred Stock Term Sheet entitled "Warrants:" is hereby amended and
restated in its entirety as follows:
"The Company shall issue $6.3 million in warrant coverage on the first $6.3 million Convertible Preferred Stock
purchased for cash (the "Preferred Stock Warrants"). Preferred Stock Warrants shall not be issued upon
conversion of notes, exercise of warrants, or other conversion or exercise. The number of warrants to be so
issued shall be determined on the basis of $0.10 per share. If the total of $6.3 million is invested in Convertible
Preferred Stock, the number of warrants issued shall be exercisable for 63 million shares of Convertible
Preferred Stock. The exercise price of suc