THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR
UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.
NORTHWEST BIOTHERAPEUTICS, INC.
THIS CERTIFIES THAT , for value received, SDS Capital Group SPC, Ltd. , with its principal office in Old
Greenwich, CT 06870, and/or its assigns (collectively, the “ Holder ”), is entitled to subscribe for and purchase
from NORTHWEST BIOTHERAPEUTICS, INC. , a Delaware corporation, with its principal office in Bethesda,
Maryland (the “ Company ”), such number of Exercise Shares as provided herein at the Exercise Price as
provided herein. This Warrant is being issued pursuant to the terms of that certain Loan Agreement and Promissory
Note, of even date herewith, by and among the Company and Holder (the “ Note ”).
1. DEFINITIONS. Capitalized terms used but not defined herein shall have the meanings set forth in the Note,
as applicable. As used herein, the following terms shall have the following respective meanings:
(a) “ Common Stock ” shall mean the common stock of the Company, par value $0.001 per share.
(b) “ Exercise Period ” shall mean the period commencing on the date of issuance of this Warrant and
ending five (5) years after the date of issuance of this Warrant.
(c) “ Exercise Price ” of this Warrant shall be equal to $0.53 per share, subject to adjustment as
(d) “Exercise Share” shall mean each of the 697,775 shares of Common Stock for which this Warrant
2. EXERCISE OF WARRANT. This Warrant will be fully vested and exercisable upon issuance. The rights
represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period,
by delivery of the following to the Company at its address set fort