CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK
NORTHWEST BIOTHERAPEUTICS, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Northwest Biotherapeutics, Inc. (the "COMPANY"), a corporation organized and existing under the laws of the
State of Delaware, hereby certifies that, pursuant to authority conferred on its Board of Directors (the
"BOARD") by the Sixth Amended and Restated Certificate of Incorporation, as amended, of the Company, the
following resolution was adopted by the Board by unanimous written consent dated April 17, 2006, which
resolution remains in full force and effect on the date hereof:
RESOLVED, that there is hereby established a series of the Company's authorized Preferred Stock (the
"PREFERRED STOCK") having a par value of $0.001 per share, which series shall be designated as "Series A-
1 Cumulative Convertible Preferred Stock" (the "SERIES A-1 PREFERRED") and shall consist of ten million
(10,000,000) shares. The shares of Series A-1 Preferred shall have the voting powers, designations, preferences
and other special rights, and qualifications, limitations and restrictions thereof set forth below:
1. DIVIDEND RIGHTS.
(A) Holders of Series A-1 Preferred, in preference to the holders of Common Stock, shall be entitled to receive,
when, as and if declared by the Board, but only out of funds that are legally available therefor, cash dividends at
the rate of ten percent (10%) of the Original Issue Price (as defined below) per annum on each outstanding share
of Series A-1 Preferred. Such dividends shall be cumulative, whether or not earned or declared, shall be
compounded quarterly, and shall be payable as and when declared by the Board, and upon the occurrence of a
Liquidation Event, Acquisition or Asset Transfer (each as defined below).
(B) The original issue price of the Series A-1 Preferred shall be one dollar and sixty cents ($1.60) per share, as
adjusted for any stock