NORTHWEST BIOTHERAPEUTICS, INC.
LOAN AGREEMENT and
SECTION 1. GENERAL .
SDS Capital Group SPC, Ltd. , a Cayman Islands company with an office at 53 Forest Avenue, Suite 201,
Old Greenwich, Connecticut 06870, (“ SDS ” or the “ Holder ”) hereby grants to Northwest Biotherapeutics,
Inc. , a Delaware corporation (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 promptly 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 1, 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 not be pre-paid prior to the Maturity Date, except with the consent of the Holder. 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 15.1 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 o