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.
FORM of WARRANT
THIS CERTIFIES THAT , for value received, ____________ 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 conditional upon, and
pursuant to the terms and conditions of, that certain Stock Purchase Agreement of even date herewith (the Stock
Purchase Agreement”), 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
$0.001 per share.
(b) “ Exercise Period ” shall mean the period commencing on the date of
issuance of this Warrant and ending five (5) years after the date of issuance of this Warrant.
(c) “ Exercise Price ” of this Warrant shall be equal to ____________ ($___)
per share, subject to adjustment as provided herein.
(d) “ Exercise Share” shall mean each of the ______________________
(xxx,xxx) shares of Common Stock for which this Warrant is exercisable.
2 . EXERCISE OF WARRANT. This Warrant will be fully vested and exercisable upon