FORM OF SUBORDINATION AGREEMENT
This Subordination Agreement (this "AGREEMENT") dated April 26, 2004, is between _______________
("JUNIOR CREDITOR"), TOUCAN CAPITAL FUND II, L.P. ("SENIOR CREDITOR") and Northwest
Biotherapeutics, Inc., a Delaware corporation ("BORROWER").
A. Borrower has requested and/or obtained credit from Senior Creditor which may be secured by its assets and
B. Junior Creditor has previously extended credit to Borrower and/or may later extend other credit to Borrower.
C. To induce Senior Creditor to extend credit to Borrower and make further extensions of credit to or for
Borrower, or to purchase or extend credit pursuant to any instrument or writing on which Borrower is liable or to
grant renewals or extensions of any loan, extension of credit, purchase, or other accommodation Junior Creditor
is willing to subordinate: (i) all of Borrower's indebtedness and obligations to Junior Creditor, existing now or
later (the "SUBORDINATED DEBT") to all of Borrower's indebtedness and obligations to Senior Creditor; and
(ii) all of Junior Creditor's security interests, to all of Senior Creditor's security interests in the Borrower's
THE PARTIES AGREE AS FOLLOWS:
1. Junior Creditor subordinates to Senior Creditor any security interest, lien or encumbrance that it has in any
Collateral of Borrower (as defined in the Loan Agreement, Security Agreement and 10% Convertible, Secured
Promissory Note dated April 26, 2004 between Borrower and Senior Creditor, the "LOAN AGREEMENT").
Despite attachment or perfection dates of Junior Creditor's security interest and Senior Creditor's security
interest, Senior Creditor's security interest in the Collateral is prior to and senior to Junior Creditor's security
2. All Subordinated Debt payments are subordinated to all of Borrower's obligations to Senior Creditor existing
now or later, together with collection costs of the Obligations (including attorneys