NORTHWEST BIOTHERAPEUTICS, INC.
LOAN AGREEMENT, SECURITY AGREEMENT AND
10% CONVERTIBLE, SECURED PROMISSORY NOTE
$450,000.00 APRIL 12, 2005
SECTION 1. GENERAL.
For value received, NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "Maker" or the
"Company"), hereby promises to pay to the order of Toucan Capital Fund II, L.P. or its assigns (collectively, the
"Holder"), the principal amount of Four Hundred Fifty Thousand Dollars ($450,000) upon written demand by
Holder made at any time on or after the first anniversary of execution of this Loan Agreement, Security
Agreement and 10% Convertible, Secured Promissory Note (this "Note" or this "Agreement"), or such earlier
date as may be applicable under Sections 3 and 4 hereof (the "Maturity Date"). Maker shall pay interest on the
unpaid principal amount of this Note, accruing from and after the date hereof at the rate of ten percent (10%) per
annum, compounding annually (computed on the basis of a 365-day year and the actual number of days elapsed)
(the "Interest Rate"). Accrued interest shall be payable upon the payment of the principal of this Note. The
principal of, and interest on, this Note shall be payable in lawful currency of the United States of America by wire
transfer in immediately available funds to the account of Holder, as provided in writing to Maker by Holder. All
payments shall be applied first to fees, costs and charges relating to this Note (including, without limitation, any
costs of collection), then to accrued and unpaid interest, and thereafter to principal. This loan is made by Holder
to Maker in anticipation of an equity financing. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Recapitalization Agreement.
SECTION 2. PRE-PAYMENT.
This Note may be pre-paid in whole or in part prior to the Maturity Date; provided Maker provides Holder with
30 days prior written notice thereof, and provided further that Holder shall have the optio