AMENDED AND RESTATED NORTHWEST BIOTHERAPEUTICS, INC.
LOAN AGREEMENT, SECURITY AGREEMENT AND
10% SECURED PROMISSORY NOTE
$300,000.00 APRIL 17, 2006
SECTION 1. GENERAL.
For value received, NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "MAKER" or
the "COMPANY"), hereby promises to pay to the order of Toucan Partners, LLC or its assigns (collectively, the
"HOLDER"), the principal amount of Three Hundred Thousand Dollars ($300,000) upon written demand by
Holder made at any time on or after the first anniversary of execution of the Original Issue Date (as defined
below) of this Amended and Restated Loan Agreement, Security Agreement and 10% Secured Promissory Note
(this "NOTE" or this "AGREEMENT"), or such earlier date as may be applicable under Sections 3 and 4 hereof
(the "MATURITY DATE").
This Note amends and restates in its entirety that certain Northwest Biotherapeutics, Inc. Loan Agreement,
Security Agreement and 10% Secured Promissory Note dated March 9, 2006 ("ORIGINAL ISSUE DATE") in
the principal amount of $300,000 issued by the Maker in favor of Holder (the "ORIGINAL NOTE"). This Note
shall not constitute a novation of the Original Note or an accord and satisfaction of the obligations of Maker
evidence thereby. The Original Note is being amended and restated hereby in partial consideration for the
Holder's agreement to consent to the Company's issuance of shares of Common Stock and warrants to purchase
Common Stock to certain accredited investors in a private placement pursuant to that certain Note and Warrant
Purchase Agreement dated as of March 30, 2006.
Maker shall pay interest on the unpaid principal amount of this Note, accruing from and after the Original Issue
Date at the rate of ten percent (10%) per annum, compounding annually (computed on the basis of a 365-day
year and the actual number of days elapsed) (the "INTEREST RATE"). Accrued interest shall be payable upon
the payment of the principal of this Note. The principal of, and interest o