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EXHIBIT 10.12
EXECUTION VERSION
EXHIBIT G
FORM OF FIRST AMENDMENT TO
CONVERTIBLE SECURED PROMISSORY NOTE
THIS FIRST AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE
(the
"AMENDMENT") is made and entered into as of
April 26, 2004, by and among
NORTHWEST BIOTHERAPEUTICS, INC., a Delaware
corporation (the "MAKER") and
____________ (the "HOLDER"). This Amendment
amends the Note (as defined below).
RECITALS
A. Section 10 of that certain Convertible
Secured Promissory Note, dated as of
November 12, 2003, by and between the Maker
and the Holder (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
and restated in its entirety as
follows:
"1. Maturity Date. The
aggregate principal amount of this Note and accrued
interest thereon shall be due and payable
on: (i) November 12, 2004 if a Stage 2
Qualifying Financing has occurred on or
before November 12, 2004: or (ii) May
12, 2005 if a Stage 2 Qualifying Financing
has not occurred on or before
November 12, 2004 (such date, the "Maturity
Date")."
2. Section 4 of the Note is hereby amended
and restated in its entirety as
follows:
"4. Prepayment. The Maker
may prepay this Note and all interest accrued
hereon in whole or in part, upon not less
than five business days' prior written
notice to the Holder; provided, however
that, prior to the occurrence of a Stage
2 Qualifying Financing, any such prepayment
shall only be made upon Maker's
receipt of a request to do so from Investor
and, as applicable, Other Investors,
collectively holding a majority of the
Convertible Preferred Stock outstanding
at the time of such request (as each such
term is defined in that certain
Recapitalization Agreement (the
"Recapitalization Agreement") dated as of April
26, 2004 by and between the Maker and
Toucan Capital Fund II, L.P.)."
3. Section 5 of the Note is
hereby amended and restated in its entirety as
follows:
"5. Conversion
(a) At any time prior to the earlier to
occur of a Stage 1 Qualifying Financing
or the Maturity Date, the principal of and
accrued interest on this Note shall
be convertible at the election of the Maker
(which shall occur only upon Maker's
receipt of a request to do so from Investor
and, as applicable, Other Investors,
collectively holding a majority of the
Convertible Preferred Stock outstanding
at the time of such request) into a number
(rounded down in the case of any
fractional shares) of fully paid and
non-assessable shares of Common Stock, par
value $.001 per
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EXECUTION VERSION
share, of the Maker equal to the amount
being converted divided by the
Conversion Price (as defined herein).
(b) At any time following the occurrence of
a Stage 1 Qualifying Financing and
prior to the earlier to occur of a Stage 2
Qualifying Financing or the Maturity
Date, the principal of and a
