SEVENTH
AMENDED AND RESTATED
 CERTIFICATE
OF INCORPORATION
  OF
  NORTHWEST
BIOTHERAPEUTICS, INC.
  The
undersigned, Alton L. Boynton, hereby certifies that:
  1.
              He
      is the duly elected and acting President and Secretary of Northwest
      Biotherapeutics, Inc., a Delaware corporation.2.
              The
      Certificate of Incorporation of this corporation was originally filed with
      the Secretary of State of Delaware on July 29, 1998.3.
              The
      First Amended and Restated Certificate of Incorporation of this
      corporation was filed with the Secretary of State of Delaware on September
      15, 1998.
  4.
              The
      Second Amended and Restated Certificate of Incorporation of this
      corporation was filed with the Secretary of State of Delaware on March 26,
      1999.
  5.
              The
      Third Amended and Restated Certificate of Incorporation of this
      corporation was filed with the Secretary of State of Delaware on October
      24, 2000.
  6.
              The
      Fourth Amended and Restated Certificate of Incorporation of this
      corporation was filed with the Secretary of State of Delaware on June 1,
      2001.7.
              The
      Fifth Amended and Restated Certificate of Incorporation of this
      corporation was filed with the Secretary of State of Delaware on June 26,
      2001.8.
              The
      Sixth Amended and Restated Certificate of Incorporation of this
      corporation was filed with the Secretary of State of Delaware on July 3,
      2002.9.
              The
      Certificate of Incorporation of this corporation shall be amended and
      restated to read in full as follows:
  ARTICLE
I
  The name
of the corporation is Northwest Biotherapeutics, Inc. (the
“Corporation”)
  ARTICLE
II
  The
address of the Corporation’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.
The name of its registered agent at such address is Corporation Service
Company.
  
  ARTICLE
III
  The
purpose of the Corporation is to engage inany lawful act or activity for which
corporations may be organized under the Delaware General Corporation
Law.
  ARTICLE
IV
  CAPITALIZATION
  1.       
Authorized Capital.
  (a)        
The total number of shares of stock that the Corporation shall have the
authority to issue
is 170,000,000 shares of capital stock, consisting of (i) 20,000,000 shares of
preferred stock, par value $0.001 per share (the “Preferred Stock”), and (ii)
150,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”) .
  (b)        
Subject to the provisions of this Certificate of Incorporation and the Preferred
Stock Designation (as defined below) creating any series of Preferred Stock, the
Corporation may issue shares of its capital stock from time to time for such
consideration (not less than the par value thereof) as may be fixed by the Board
of Directors of the Corporation (the “Board of Directors”), which is expressly
authorized to fix the same in its absolute discretion subject to the foregoing
conditions. Shares so issued for which the consideration shall have been paid or
delivered to the Corporation shall be deemed fully paid stock and shall not be
liable to any further call or assessment thereon, and the holders of such shares
shall not be liable for any further payments inrespect of such shares.
  (c)        
The right to cumulate votes for the election of directors as provided in Section
214 of the DGCL shall not be granted and is hereby expressly
denied.
  (d)        
No stockholder of the Corporation shall by reason of his/her/its holding shares
of any class of capital stock of the Corporation have any preemptive or
preferential right to acquire or subscribe for any additional, unissued or
treasury shares (whether now or hereafter acquired) of any class of capital
stock of the Corporation now or hereafter to be authorized, or any notes,
debentures, bonds of other securities convertible into or carrying any right,
option or warrant to subscribe for or acquire shares of any class of capital
stock of the Corporation now or hereafter to be authorized, whether or not the
issuance of any such shares or such notes, debentures, bonds or other securities
would adversely affect the dividends or voting or other rights of that
stockholder.
  2. Preferred
Stock.
  (a)        
The Preferred Stock may be issued from time to time in one or more series.
Authority is hereby expressly granted to and vested in the Board of Directors to
authorize from time to time the issuance of Preferred Stock inone or more series. With respect to
each series of Preferred Stock authorized by it, the Board of Directors shall be
authorized to establish by resolution or resolutions, and by filing a
certificate pursuant to applicable law of the State of Delaware (the “Preferred
Stock Designation”), the following to the fullest extent now or hereafter
permitted by the DGCL:
  
 
 (1)        
the designation of such series;
  (2)        
the number of shares to constitute such series;
  (3)        
whether such series is to have voting rights (full, special or limited) or is to
be without voting rights;
  (4)        
if such series is to have voting rights, whether or not such series is to be
entitled to vote as a separate class either alone or together with the holders
of the Common Stock or one or more other series of Preferred Stock;
  (5)        
the preferences and relative, participating, optional, conversion or other
special rights (if any) of such series and the qualifications, limitations or
restrictions (if any) with respect to such series;
  (6)        
the redemption rights and price(s), if any, of such series, and whether or not
the shares of such series shall be subject to the operation of retirement or
sinking funds to be applied to the purchase or redemption of such shares for
retirement and, if such retirement or sinking funds or funds are to be
established, the periodic amount thereof and the terms and provisions relative
to the operation thereof;
  (7)        
the dividend rights and preferences (if any) of such series, including, without
limitation, (i) the rates of dividends payable thereon, (ii) the conditions upon
which and the time when such dividends are payable, (iii) whether or not such
dividends shall be cumulative or noncumulative and, if cumulative, the date or
dates from witch such dividends shall accumulate and (iv) whether or not the
payment of such dividends shall be preferred to the payment of dividends payable
on the Common Stock or any other series of Preferred Stock;
  (8)        
the preferences (if any), and the amounts thereof, which the holders of such
series shall be entitled to receive upon the voluntary or involuntary
liquidation, dissolution or winding-up of, or upon any distribution of the
assets of, the Corporation;
  (9)        
whether or not the shares of such series, at the option of the Corporation or
the holders thereof or upon the happening of any specified event, shall be
convertible into or exchangeable for (i) shares of Common Stock, (ii) shares of
any other series of Preferred Stock or (iii) any other stock or securities of
the Corporation;
  (10)      
if such series is to be convertible or exchangeable, the price or prices or
ratio or ratios or rate or rates at which such conversion or exchange may be
made and the terms and conditions (if any) upon which such price or prices or
ratio or ratios or rate or rates may be adjusted; and
  
  (11)      
such other rights, powers and preferences with respect to such series as may to
the Board of Directors seem advisable.
  Any
series of Preferred Stock may vary from any other series of Preferred
Stock in any or all of the foregoing respects and in any other
manner.
  (b)     
  The Board of Directors may, with respect to any existing series of
Preferred Stock but subject to the Preferred Stock Designation creating such
series, (i) increase the number of shares of Preferred Stock designated for such
series by a resolution adding to such series authorized and unissued shares of
Preferred Stock not designated for any other series and (ii) decrease the number
of shares of Preferred Stock designated for such series by a resolution
subtracting from such series of Preferred Stock designated for such series (but
not below the number of shares of such series then outstanding), and the shares
so subtracted shall become authorized, unissued and undesignated shares of
Preferred Stock.
  (c)   
    No vote of the holders of the Common Stock or the Preferred
Stock shall, unless otherwise expressly provided in a Preferred Stock
Designation creating any series of Preferred Stock, be a prerequisite to the
issuance of any shares of any series of the Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation. Shares of
any series of Preferred Stock that have been authorized for issuance pursuant to
this Certificate of Incorporation and that have been issued and reacquired in
any manner by the Corporation (including upon conversion or exchange thereof)
shall be restored to the status of authorized and unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors and a Preferred
Stock Designation as set forth above.
  3. Common
Stock.
  (a)       
The holders of shares of Common Stock shall be entitled to vote upon all matters
submitted to a vote of the common stockholders of the Corporation and shall be
entitled to one vote for each share of the Common Stock held.
  (b)       
Subject to the prior rights and preferences (if any) applicable to shares of
Preferred Stock of any series, the holders of shares of the Common Stock shall
be entitled to receive such dividends (payable in cash, stock or otherwise) as
may be declared thereon by the Board of Directors at any time and from time to
time out of any funds of the Corporation legally available
therefore.
  (c)       
In the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation and subject to the preferential
or other rights (if any) of the holders of shares of the Preferred Stock in
respect thereof, the holders of shares of the Common Stock shall be entitled to
receive all the remaining assets of the Corporation available for distribution
to its stockholders, ratably in proportion to the number of shares of the Common
Stock held by them. For purposes of this paragraph (c), a liquidation,
dissolution or winding-up of the Corporation shall not be deemed to be
occasioned by or to include (i) any consolidation or merger of the Corporation
with or into another corporation or other entity or (ii) a sale, lease, exchange
or conveyance of all or a part of the assets of the
Corporation.
  
  4.       
Stock Options, Warrants, etc. Unless otherwise expressly prohibited in the
Preferred Stock Designation creating any series of Preferred Stock, the
Corporation shall have authority to create and issue warrants, rights and
options entitling the holders thereof to purchase from the Corporation shares of
the Corporation’s capital stock of any class or series or other securities of
the Corporation for such consideration and to such persons, firms or
corporations as the Board of Directors, in its sole discretion, may determine,
setting aside from the authorized but unissued capital stock of the Corporation
the requisite number of shares for issuance upon the exercise of such warrants,
rights or options. Such warrants, rights and options shall be evidenced by one
or more instruments approved by the Board of Directors. The Board of Directors
shall be empowered to set the exercise price, duration, time for exercise and
other terms of such warrants, rights or options; provided, however, that the
consideration to be received for any shares of capital stock subject thereto
shall not be less than the par value thereof.
  ARTICLE
V
  The Board
of Directors of the Corporation is expressly authorized to adopt, amend or
repeal Bylaws or adopt new Bylaws; provided however, that the Board of Directors
may not repeal or amend any bylaw that stockholders have expressly provided may
not be amended or repealed by the Board of Directors. The stockholders shall
also have the power to adopt, amend or repeal the Bylaws of this Corporation by
the affirmative vote of the holders of not less than two-thirds of the
outstanding shares entitled to vote thereon and, to the extent, if any, provided
by resolution adopted by the Board of Directors authorizing the issuance of a
class or series of Common Stock or Preferred Stock, by the affirmative vote of
the holders of not less than two-thirds of the outstanding shares class or
series, voting as separate group.
  ARTICLE
VI
  (A)      Board
of Directors. The business and affairs of the Corporation shall be managed under
the direction of the Board of Directors, the number of which shall be fixed from
time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time
any such resolution is presented to the Board for adoption) (the “Whole Board”).
The Directors shall be classified with respect to the time for which they shall
severally hold office by dividing them into three classes, Class I, Class II and
Class III, each consisting as nearly as possible of one-third of the Whole
Board. All Directors shall hold office until their successors are elected and
qualified, or until their earlier death, resignation, disqualification or
removal. Class I Directors shall be elected for a term of one year; Class II
Directors shall be elected for a term of two years; and Class III Directors
shall be elected for a term of three years; and at each annual stockholders’
meeting thereafter, successors to the Directors whose terms shall expire that
year shall be elected to hold office for a term of three years, so that the term
of office of one class of Directors shall expire in each year. Any vacancy on
the Board of Directors that results from an increase in the number of Directors
may be filled by the affirmative vote of a majority of the Directors then in
office and a majority of the Continuing Directors, voting separately and as a
subclass of Directors, and other vacancy on the Board of Directors may be filled
by the affirmative vote of a majority of the Directors then in office, although
less than a quorum, or by a sole remaining Director. Any Director elected to
fill a vacancy not resulting from an increase in the number of Directors shall
serve for a term equivalent to the remaining unserved portion of the term of
such newly elected Director’s predecessor. Notwithstanding the foregoing,
whenever the holders of anyone or more classes or series, to elect Directors at
an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such Directorships shall be governed
by the terms of this Amended and Restated Certificate of Incorporation
applicable thereto, and such Directors shall not be divided into classes
pursuant to this Section (A) unless expressly provided by such
terms.
  
  (B)      
Removal of Directors by Stockholders. A Director may be removed from office only
for “cause” at a special meeting of stockholders called for that purpose, by the
affirmative vote of the holders of not less than two-thirds of the shares
entitled to elect the Director or Directors whose removal is being sought. The
vacancy created by the removal of any Director under this Section (B) shall be
filled only by the affirmative vote of the holders of at least two-thirds of the
shares entitled to elect the Director who was removed. As used herein, “cause”
shall mean (a) willful and continued material failure, refusal or inability to
perform the Director’s duties to the corporation or the willful engaging in
gross misconduct that is materially and demonstrably damaging to the
corporation; or (b) conviction for any crime involving moral turpitude or any
other illegal act that materially and adversely reflects upon the business,
affairs or reputation of the corporation or on the Director’s ability to perform
the Director’s duties to the Corporation.
  ARTICLE
VII
  (A)      To
the fullest extent permitted by the Delaware General Corporation Law, as the
same exists or as may hereafter be amended, a director of the Corporation shall
not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
  (B)      
The Corporation shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or interstate is or was a director or officer of the Corporation or
any predecessor of the Corporation, or serves or served at any other enterprise
as a director or officer at the request of the Corporation or any predecessor to
the Corporation.
  (C)      
Neither any amendment nor repeal of this Article VII, nor the adoption of any
provision of the Corporation’s Certificate of Incorporation inconsistent with
this Article VII, shall eliminate or reduce the effect of this Article VII in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article VII, would accrue or arise, prior to such
amendment, repeal or adoption of any inconsistent provision.
  
  ARTICLE
VIII
  (A)      Amendments
to Restated Certificate of Incorporation. The following Articles and Sections
may be amended or repealed only upon the affirmative vote of the holders of at
least two-thirds of the outstanding shares and, to the extent, if any, provided
by resolution adopted by the Board of Directors authorizing the issuance of a
class or series of Common Stock or Preferred Stock, by the affirmative vote of
the holders of at least two-thirds of the outstanding shares of such class or
series, voting as a separate voting group:
  Article V
(“Bylaws”);
  Article
VI (“Directors”);
  Article
VII (“Limitation of Directors Liability”);
  Article
VIII (“Amendments to Restated Certificate of Incorporation”);
  Article
IX (“Business Combinations”).
  ARTICLE
IX
  (A)       Business
Combinations.
  1. Definitions.
For the purposes of the Article IX:
  a.        
“Business Combination” means (i) a merger, share exchange or consolidation of
this corporation or any of its Subsidiaries with any other corporation; (ii) the
sale, lease, exchange, mortgage, pledge, transfer or other disposition or
encumbrance, whether in one transaction or a series of transactions, by this
corporation or any of its Subsidiaries of all or a substantial part of this
corporation’s assets otherwise than in the usual and regular course of business;
or (iii) any agreement, contract or other arrangement providing for any of the
foregoing transactions.
  b.        
“Subsidiary” means a domestic or foreign corporation, a majority of the
outstanding voting shares of which are owned, directly or indirectly, by this
corporation.
  2.      Information Considered by Board of Directors.
In considering a Business Combination, the Board of Directors may take into
account factors in addition to potential economic benefits to the stockholders,
including without limitation (i) comparison of the proposed consideration to be
received by stockholders in relation to the then current market price of the
corporation’s capital stock, the estimated current value of the corporation in a
freely negotiated transaction and the estimated future value of the corporation
as an independent entity, and (ii) the impact of such a transaction on the
employees, suppliers and customers of the corporation and its effect on the
communities in which the corporation operates.
  
  The
foregoing Seventh Amended and Restated Certificate of Incorporation has been
duly adopted by the Corporation’s Board of Directors and stockholders in
accordance with the applicable provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware
  Executed
at Bothell, Washington on May 25, 2006
  /s/ Alton L. BoyntonAlton
      L.Boynton,
      President and Secretary