NORTHWEST BIOTHERAPEUTICS, INC.
FORM OF LOAN AGREEMENT and
SECTION 1. GENERAL .
Toucan Partnersl a Maryland Company [company][resident] (the “ Holder ”) hereby grants to Northwest
Biotherapeutics, Inc. , a Delaware company (the “ Maker ” or the “ Company ”) an unsecured bridge term
loan facility of five hundred thousandDollars (US$500,000) (the “ Principal Amount ”) subject to the terms of
this Loan Agreement and Promissory Note (this “ Note ”). Holder will deliver the Principal Amount to the
Company promptly following execution of this Note, in US dollars in immediately available funds, at the account
notified to Holder by the Company. The Principal Amount will bear interest until repaid at an annualized rate of
twelve percent (12%) per annum (the Principal Amount and such interest together the “ Repayment Amount
”). The term of this Note will be six (6) months from the date hereof (the “ Maturity Date ”), or such earlier
date as may be applicable under Sections 2 and 4 hereof. 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 (the “
Upon receipt of the Principal Amount and for value received, the Company hereby promises to 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 the Maturity Date.
SECTION 2. PRE-PAYMENT .
This Note may be pre-paid in whole or in part prior to the Maturity Date at any time, at the election of the Maker
in its discretion, provided however that any such pre-payment will not reduce the number of shares for which the
Warrant pursuant to Section 10 will be exercisable.
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