FORM OF FIRST AMENDMENT TO
CONVERTIBLE SECURED PROMISSORY NOTE
THIS FIRST AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (the
"AMENDMENT") is made and entered into as of April 26, 2004, by and among NORTHWEST
BIOTHERAPEUTICS, INC., a Delaware corporation (the "MAKER") and ____________ (the "HOLDER").
This Amendment amends the Note (as defined below).
A. Section 10 of that certain Convertible Secured Promissory Note, dated as of November 12, 2003, by and
between the Maker and the Holder (the "NOTE"), states that any provision of such note may be amended or
waived in writing by the Holder and the Maker; and
B. The Maker and the Holder wish to amend the Note as provided below.
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 1 of the Note is hereby amended and restated in its entirety as follows:
"1. Maturity Date. The aggregate principal amount of this Note and accrued interest thereon shall be due and
payable on: (i) November 12, 2004 if a Stage 2 Qualifying Financing has occurred on or before November 12,
2004: or (ii) May 12, 2005 if a Stage 2 Qualifying Financing has not occurred on or before November 12, 2004
(such date, the "Maturity Date")."
2. Section 4 of the Note is hereby amended and restated in its entirety as follows:
"4. Prepayment. The Maker may prepay this Note and all interest accrued hereon in whole or in part, upon not
less than five business days' prior written notice to the Holder; provided, however that, prior to the occurrence of
a Stage 2 Qualifying Financing, any such prepayment shall only be made upon Maker's receipt of a request to do
so from Investor and, as applicable, Other Investors, collectively holding a majority of the Convertible Preferred
Stock outstanding at the time of such request (as each such term is defined in that