0000891020-07-000175 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • June 22nd, 2007 • Northwest Biotherapeutics Inc • Pharmaceutical preparations

WHEREAS, the parties hereto are parties to that certain Amended and Restated Recapitalization Agreement dated as of July 30, 2004 by and between the Company and Toucan Capital, as amended October 22, 2004, November 10, 2004, December 27, 2004, January 26, 2005, April 12, 2005, May 13, 2005, June 16, 2005, July 26, 2005, September 7, 2005 and November 14, 2005 (the “Recapitalization Agreement”).

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CONVERSION AGREEMENT
Conversion Agreement • June 22nd, 2007 • Northwest Biotherapeutics Inc • Pharmaceutical preparations • Delaware

This Conversion Agreement (this “Agreement”), is made and entered into as of June 15, 2007 by and among Northwest Biotherapeutics, Inc., a Delaware corporation (the “Company”), Toucan Capital Fund II, L.P., a Delaware limited partnership (“Toucan Capital”) and Toucan Partners, LLC, a Delaware limited liability company (“Toucan Partners”).

NORTHWEST BIOTHERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 22nd, 2007 • Northwest Biotherapeutics Inc • Pharmaceutical preparations • Delaware

This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of the 22nd day of June, 2007, by and between Northwest Biotherapeutics, Inc., a Delaware corporation (the “Company”), Toucan Capital Fund II, L.P. (“Toucan Capital”) and Toucan Partners, LLC (“Toucan Partners” and, collectively with Toucan Capital, the “Investors”).

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