**2. ****Exercise of Warrant.**This Warrant will be fully vested and exercisable uponissuance. The rights represented by this Warrant may be exercised in whole or in part at any timeor times during the Exercise Period, by delivery of the following to the Company at its address setforth above (or at such other address as it may designate by notice in writing to the Holder):**(a) **An executed Notice of Exercise in the form attached hereto;**(b) **Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation ofindebtedness; and**(c) **This Warrant.Upon the exercise of the rights represented by this Warrant, a certificate or certificates forthe Exercise Shares so purchased, registered in the name of the Holder or Holder’s designee(s),shall be issued and delivered to the Holder within a reasonable time after the rights representedby this Warrant shall have been so exercised. In the event that this Warrant is being exercised forless than all of the then-current number of Exercise Shares purchasable hereunder, the Companyshall, concurrently with the issuance by the Company of the number of Exercise Shares for whichthis Warrant is then being exercised, issue a new Warrant exercisable for the remaining number ofExercise Shares purchasable hereunder.The person in whose name any certificate or certificates for Exercise Shares are to be issuedupon exercise of this Warrant shall be deemed to have become the holder of record of such shares onthe date on which this Warrant was surrendered and payment of the Exercise Price was made,irrespective of the date of delivery of such certificate or certificates, except that, if the dateof such surrender and payment is a date when the stock transfer books of the Company are closed,such person shall be deemed to have become the holder of such shares at the close of business onthe next succeeding date on which the stock transfer books are open.**2.1 Net (Cashless) Exercise.** Notwithstanding any provisions herein to the contrary, if thefair market value of one Exercise Share is greater than the Exercise Price (at the date ofcalculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holdermay elect to receive shares equal to the value (as determined below) of this Warrant (or theportion thereof being canceled) by surrender of this Warrant at the principal office of the Companytogether with the properly endorsed Notice of Exercise in which event the Company shall issue tothe Holder a number of Exercise Shares computed using the following formula:        X = Y (A-B)     A    Where X = the number of Exercise Shares to be issued to the Holder   Y = the number of Exercise Shares purchasable under the Warrantor, if only a portion of the Warrant is being exercised, that portion of theWarrant being canceled (at the date of such calculation)   A = the fair market value of one Exercise Share (at the date ofsuch calculation)   B = Exercise Price (as adjusted to the date of such calculation)
 
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For purposes of the above calculation, the fair market value of one Exercise Share shall bedetermined by the Company’s Board of Directors in good faith; provided, however, that in theevent that this Warrant is exercised pursuant to this Section 2.1 in connection with a publicoffering of Common Stock, the fair market value per share shall be the per share offering price tothe public in such public offering.**2.2 Securities for Which Warrant is Exercisable.**This Warrant shall be exercisable, in wholeor in part, and from time to time, for Common Stock of the Company.**3. ****Covenants of the Company.****3.1 Covenants as to Exercise Shares.**The Company covenants and agrees that all Exercise Sharesthat may be issued upon the exercise of the rights represented by this Warrant will, upon issuance,be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens andcharges with respect to the issuance thereof. The Company further covenants and agrees that theCompany will at all times during the Exercise Period, have authorized and reserved, free frompreemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of therights represented by this Warrant. If at any time during the Exercise Period the number ofauthorized but unissued shares of Common Stock shall not be sufficient to permit exercise of thisWarrant, then, in addition to such other remedies as may be available to Holder, including, withoutlimitation, pursuant to the Note, the Company will take such corporate action as shall be necessaryto increase its authorized but unissued shares of Common Stock to such number of shares as shallbe sufficient for such purposes.**3.2 Notices of Record Date.**In the event of any taking by the Company of a record of theholders of any class of securities for the purpose of determining the holders thereof who areentitled to receive any dividend or other distribution, the Company shall mail to the Holder, atleast ten (10) days prior to the date specified herein, a notice specifying the date on which anysuch record is to be taken for the purpose of such dividend or distribution.**3.3 No Impairment.**The Company shall not, by amendment of its Charter or through areorganization, transfer of assets, consolidation, merger, dissolution, issue or sale ofsecurities, or any other voluntary action, omission or agreement, avoid or seek to avoid theobservance or performance of any of the terms to be observed or performed by the Company underand/or in connection with this Warrant, but shall at all times in good faith use best efforts toassist in carrying out of all the provisions of and/or relating to this Warrant and in taking allsuch action as may be necessary or appropriate to protect Holder’s rights, preferences andprivileges under and/or in connection with this Warrant against impairment. The Holder’s rights,preferences and privileges granted under and/or in connection with this Warrant may not be amended,modified or waived without the Holder’s prior written consent, and the documentation providing forsuch rights, preferences and privileges will specifically provide as such.**3.4 Registration Rights.**The Company will use commercially reasonable best efforts to providethe Holder with “piggyback” registration rights for the Exercise Shares under the same terms andconditions as in any agreement entered into between the Company and any investors after the datehereof that provides such investors with registration rights under the Securities Act of 1933, asamended (the “***Act***”).
 
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The Company will use commercially reasonable best efforts to provide the Holder with “piggyback”registration rights under the terms of any agreement entered into between the Company and anyinvestors after the date hereof that provides such investors with registration rights under theSecurities Act of 1933, as amended (the “Act”).**4. ****Representations of Holder.****4.1 Acquisition of Warrant for Personal Account.**The Holder represents and warrants that it isacquiring the Warrant and the Exercise Shares solely for its account for investment and not with aview to or for sale or distribution of said Warrant or Exercise Shares, or any part thereof, exceptin compliance with applicable federal and state securities laws. The Holder also represents andwarrants that the all legal and beneficial interests in the Warrant and the Exercise Shares whichthe Holder is acquiring are being acquired for, and will be held for, its account only.**4.2 Securities Are Not Registered.****(a) **The Holder understands that the Warrant and the Exercise Shares have not been registeredunder the Act on the basis that no distribution or public offering of the stock of the Company isto be effected by the Holder. The Holder realizes that the basis for the exemption may not bepresent if, notwithstanding its representations, the Holder has a present intention of acquiringthe securities for a fixed or determinable period in the future, selling (in connection with adistribution or otherwise), granting any participation in, or otherwise distributing thesecurities. The Holder represents and warrants that it has no such present intention.**(b) **The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitelyunless they are subsequently registered under the Act or an exemption from such registration isavailable.**(c) **The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuantto Rule 144 adopted under the Act unless certain conditions are met, including, among other things,the availability of certain current public information about the Company, the resale following therequired holding period under Rule 144 and the number of shares being sold during any three monthperiod not exceeding specified limitations.**4.3 Disposition of Warrant and Exercise Shares.**The Holder understands and agrees that all certificates evidencing the shares to be issued tothe Holder may bear the following legend:THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “*ACT*”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATEDIN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THEACT OR UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.**4.4 Accredited Investor Status.**The Holder is an “accredited investor” as defined inRegulation D promulgated under the Act.
 
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**5. ****Adjustment of Exercise Price and Exercise Shares.****5.1 Changes in Securities.**In the event of changes in the Common Stock by reason of stockdividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares,separations, reorganizations, liquidations, or the like, the number of Exercise Shares availableunder the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to givethe Holder of the Warrant, on exercise for the same aggregate Exercise Price, the same shares asthe Holder would have owned had the Warrant been exercised prior to the event and had the Holdercontinued to hold such shares until after the event requiring adjustment. For purposes of thisSection 5, the “***Aggregate Exercise Price***” shall mean the aggregate Exercise Price payable inconnection with the exercise in full of this Warrant. The form of this Warrant need not be changedbecause of any adjustment in the number of Exercise Shares subject to this Warrant.**5.2 Certificate of Adjustments.**Upon each adjustment of the Exercise Price and/or ExerciseShares, the Company shall promptly notify the Holder in writing and furnish the Holder with acertificate of its Chief Executive Officer or Chief Financial Officer setting forth such adjustmentand the facts upon which such adjustment is based.**6. ****Fractional Shares.**No fractional shares shall be issued upon the exercise of thisWarrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (includingfractions) to be issued upon exercise of this Warrant shall be aggregated for purposes ofdetermining whether the exercise would result in the issuance of any fractional share. If, afteraggregation, the exercise would result in the issuance of a fractional share, the Company shall, inlieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sumin cash equal to the product resulting from multiplying the then current fair market value of oneExercise Share by such fraction.**7. ****Transfer of Warrant.**Subject to applicable laws, this Warrant and all rightshereunder are transferable, in whole or in part, at any time or times by the Holder, upon deliveryof this Warrant and the form of assignment attached hereto to any transferee designated by Holder.The transferee shall sign a customary investment letter in form and substance reasonablysatisfactory to the Company.**8. ****Lost, Stolen, Mutilated or Destroyed Warrant.**If this Warrant is lost, stolen,mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it mayreasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated ordestroyed. Any such new Warrant shall constitute an original contractual obligation of the Company,whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any timeenforceable by anyone.
 
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**9. ****Amendment****.**Any term of this Warrant may be amended or waived only with the writtenconsent of the Company and the Holder.**10. ****Notices, etc.**All notices required or permitted hereunder shall be in writing andshall be deemed effectively given upon actual delivery to the recipient. All communications shallbe sent to the Company and to the Holder at the addresses listed on the signature page hereof or atsuch other address as the Company or Holder may designate by written notice to the other partieshereto.**11. ****Governing Law.**This Warrant and all rights, obligations and liabilities hereundershall be governed by and construed under the laws of the State of Delaware as applied to agreementsamong Delaware residents, made and to be performed entirely within the State of Delaware withoutgiving effect to conflicts of laws principles.**[Signature Page Follows]**
 
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**In Witness Whereof**, the Company has caused this Warrant to be executed by its dulyauthorized officer as of the date first written above.           **Northwest Biotherapeutics, Inc.**             By:                 Name: Alton Boynton      Title: President               Address: 7600 Wisconsin Ave        Suite 750