FORM OF LOAN AGREEMENT and PROMISSORY NOTE EXTENSION AGREEEMENT
FORM
OF LOAN AGREEMENT and PROMISSORY NOTE
EXTENSION
AGREEEMENT
This Loan Agreement and Promissory Note
Extension Agreement (this “Extension Agreement”) is entered into by and between
Northwest Biotherapeutics,
Inc., a Delaware corporation (the “Maker” or the “Company”) and ________,
(“_______” or the “Holder”).
WHEREAS, the Company and
Holder previously entered into a Loan Agreement and Promissory Note effective as
of _______, 2008 (the “Loan Agreement”), under which Xxxxxx provided
financing of $_________ to the Company;
WHEREAS, the maturity date
under the Loan Agreement for repayment of the $___________ (the “Repayment
Amount”), comprising $_______ of principal and $__________of interest,
was__________, 2008 (the “Original Maturity Date”);
WHEREAS, the Company and
Holder desire to make an extension of the maturity date of the Loan Agreement
and execute a separate additional convertible note for the purpose of funding
the opening of foreign treatment centers now ready to begin accepting
patients;
NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein, the
parties hereto, intending to be legally bound, agree as follows:
SECTION
1. Extension of Maturity
The Loan Agreement is hereby amended to
provide that the maturity date thereunder shall be extended from _____, 2009 to
______, 2010 (the “Extended Maturity Date”). All other provisions of
the original Loan Agreement shall remain unchanged including, without
limitation, the interest rate of one percent (1%) per month.
SECTION
2. Compensation
In consideration of the additional
extension of the maturity date from _____, 2009 to the Extended Maturity Date,
the Company shall issue to Holder additional warrants for the purchase of common
stock of the Company equal to twenty five percent (25%) of the Repayment Amount
under the Loan Agreement at an exercise price of twenty cents per share
($.20/share) (the “Additional Warrant”), on otherwise the same terms and
conditions as the Initial Warrant, as set forth in the form of Warrant attached
hereto as Attachment A and incorporated herein by reference. The combined total
of the Initial Warrant and the Additional Warrant shall be equal to fifty
percent (50%) of the Repayment Amount.
SECTION
3. Miscellaneous
This Extension Agreement sets forth the
entire agreement of the parties as to the subject matter hereof, and supersedes
all prior understandings between the parties, written or oral, regarding such
subject matter. This Agreement may not be amended or modified except
by a written instrument signed by the parties hereto. This Agreement, and all
rights, obligations and liabilities hereunder, will be governed by and construed
under the laws of the State of Delaware, without giving effect to the conflicts
of laws provisions.
If one or more of the provisions of
this Extension Agreement or the Warrant will be held invalid, illegal or
unenforceable, the remaining provisions will not in any way be affected or
impaired thereby. In the event any provision is held illegal or
unenforceable, the parties will use reasonable efforts to substitute a valid,
legal and enforceable provision which, insofar as is practical, implements
purposes of the provision held invalid, illegal or unenforceable.
IN WITNESS WHEREOF, the
parties have set their hands and seals as of the date set forth on the first
page hereof.
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NORTHWEST
BIOTHERAPEUTICS, INC.
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[HOLDER]
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By
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By
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Name:
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Name:
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Title:
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Title:
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