AMENDED AND RESTATED BINDING TERM SHEET
CONVERTIBLE PREFERRED STOCK
Northwest Biotherapeutics, Inc.
October 22, 2004
THIS AMENDED AND RESTATED BINDING CONVERTIBLE PREFERRED STOCK TERM SHEET
AMENDS AND RESTATES THAT CERTAIN BINDING CONVERTIBLE PREFERRED STOCK TERM
SHEET BY AND BETWEEN THE PARTIES HERETO DATED AS OF APRIL 26, 2004.
Issuer: Northwest Biotherapeutics, Inc. (the "Company"), a
Purchasers: Toucan Capital Fund II, L.P and/or its designee(s)
(collectively, "Investor"), and such other
investors as may subsequently be identified (the
Election to lead At Investor's election on or before the end of the
equity financing: Bridge Funding Period, Investor shall have the
right to lead the equity financing and assemble the
syndicate of Other Investors.
Securities to be 10% Cumulative Convertible Preferred Stock
Issued: ("Convertible Preferred" or "Convertible Preferred
Stock"), convertible into common stock of the
Company ("Common" or "Common Stock").
Share price: The price per share shall be the lesser of $0.10
per share or 35% discount to the average closing
price during the twenty trading days prior to
closing; provided, however, that in no event will
the price per share be less than $.04. The share
price provided herein is subject to adjustment for
dividends, splits, etc.
Amount of Issuance: Up to $40 million (including any shares issuable
upon conversion of Br