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 LAWS.
NORTHWEST BIOTHERAPEUTICS, INC.
THIS CERTIFIES THAT , for value received and subject to the provisions set forth in this amended and restated
warrant (this “ Warrant ”), 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
17801 120 th Avenue NE, Suite 101, Bothell, Washington 98011 (the “ Company ”), such number of Exercise
Shares as provided herein at the Exercise Price (each subject to adjustment as provided herein). This Warrant is
amended and restated in its entirety as of April ___, 2007 (the “ Restatement Date ”), and amends, restates
and supersedes in full that certain Warrant No. BW-___dated as of ___,, 200___issued by the Company in
favor of the Holder (the “ Original Warrant ”) 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 “ Recapitalization Agreement ”).
1. 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: