EXHIBIT 10.21
SECOND AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY
AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE
THIS SECOND AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT,
SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE (the "SECOND
AMENDMENT") is made and entered into as of November 14, 2005, by and among
NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "MAKER") and Toucan
Capital Fund II, L.P. (the "HOLDER"). This Second Amendment amends the Note (as
defined below).
RECITALS
A. Section 17.6 of that certain Northwest Biotherapeutics, Inc. Loan Agreement,
Security Agreement and 10% Convertible, Secured Promissory Note, in the
principal amount of $2,000,000.00 dated as of July 30, 2004, by and between the
Maker and the Holder in the form attached to this Second Amendment as Exhibit A
and as amended by that First Amendment to Northwest Biotherapeutics, Inc. Loan
Agreement, Security Agreement and 10% Convertible, Secured Promissory Note in
the form attached to this Second Amendment as Exhibit B (as so amended, the
"NOTE"), states that any provision of such note may be amended or waived in
writing by the Holder and the Maker; and
B. The Maker and the Holder wish to amend the Note as provided below.
AGREEMENT
NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 1 of the Note is hereby amended to provide that the Maturity Date is
January 17, 2006.
2. All other terms and conditions of the Note shall be unaffected hereby and
remain in full force and effect.
3. This Second Amendment shall be governed by and construed under the laws of
the state of Delaware without giving effect to principles of conflicts of laws
of the State of Delaware or any other state.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT
TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10%
CONVERTIBLE, SECURED PROMISSORY NOTE as of the date first above written.
MAKER:
NORTHWEST BIOTHERAPEUTICS, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HOLDER:
Toucan Capital Fund II, L.P.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx, Managing Director
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