Exhibit 10.5
SECOND AMENDMENT TO AMENDED AND RESTATED NORTHWEST BIOTHERAPEUTICS, INC.
LOAN AGREEMENT, SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE
THIS SECOND AMENDMENT TO AMENDED AND RESTATED NORTHWEST BIOTHERAPEUTICS,
INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY
NOTE (the "Second Amendment") is made and entered into as of July 26, 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 Amended and Restated Northwest Biotherapeutics,
Inc. Loan Agreement, Security Agreement and 10% Convertible, Secured Promissory
Note, in the principal amount of $50,000.00 amended and restated as of July 30,
2004 and originally issued on February 2, 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
November 1, 2005.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT
TO AMENDED AND RESTATED 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:_________________________________
Name:_______________________________
Title:______________________________
HOLDER:
Toucan Capital Fund II, L.P.
By:________________________________
Xxxxx Xxxxxx, Managing Director
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