THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR UNLESS SUCH
TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
NORTHWEST BIOTHERAPEUTICS, INC.
NO. BW-13 NOVEMBER 14, 2005
THIS CERTIFIES THAT, for value received, TOUCAN PARTNERS, LLC, with its principal office at 7600
Wisconsin Avenue, Suite 700, Bethesda, MD 20814, and/or its assigns (collectively, the "HOLDER"), is entitled
to subscribe for and purchase from NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation, with
its principal office at 22322 20th Avenue SE, Suite 150, Bothell, Washington 98021 (the "COMPANY"), such
number of Exercise Shares as provided herein at the Exercise Price (each subject to adjustment as provided
herein). This Warrant is being issued pursuant to the terms of the Amended and Restated Recapitalization
Agreement, dated July 30, 2004, as amended on October 22, 2004, November 10, 2004, December 27, 2004,
January 26, 2005, April 12, 2005, May 13, 2005, June 16, 2005, July 26, 2005, September 7, 2005 and
November 14, 2005, by and among the Company and Toucan Capital Fund II, L.P. (the
18. DEFINITIONS. Capitalized terms used but not defined herein shall have the meanings set forth in the
Recapitalization Agreement or Related Recapitalization Document, as applicable. As used herein, the following
terms shall have the following respective meanings:
(a) "CAPITAL STOCK" shall mean the securities for which this Warrant is exercisable as provided in Section
(b) "DENOMINATOR SHARE PRICE" shall mean $0.10.
(c) "EXERCISE PERIOD" shall mean the period commencing on the date of issuance of this Warrant and ending
seven (7) years after the date of issuance of this Warrant.
(d) "EXERCISE PRIC