SECOND AMENDED AND RESTATED
NORTHWEST BIOTHERAPEUTICS, INC.
LOAN AGREEMENT and 10% PROMISSORY NOTE
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 ($300,000.00) upon written demand by
Holder at any time on or after June 30, 2007 of this Second Amended and Restated Northwest Biotherapeutics
Inc. Loan Agreement and 10% 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 Amended and Restated Northwest Biotherapeutics, Inc.
Loan Agreement, Security Agreement and 10% Secured Promissory Note (the “ First Amended and Restated
Note ”) dated April 17, 2006 (the “ First Amendment and Restatement Date ”), which amended and
restated 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, as amended and restated by the First Amended and Restated Note, or an accord and satisfaction of the
obligations of Maker evidence thereby. The Original Note is being further amended and restated hereby in partial
consideration for the Holder’s agreement to extend the maturity date to June 30, 2007.
Maker shall pay interest on the unpaid principal amount of this Note, accruing from and after 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