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 Warrant or, if only aportion of the Warrant is being exercised, that portion of the Warrant beingcanceled (at the date of such calculation)   A = the fair market value of one Exercise Share (at the date of such calculation)   B = Exercise Price (as adjusted to the date of such calculation)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 the eventthat this Warrant is exercised pursuant to this Section 2.1 in connection with a public offeringof Common Stock, the fair market value per share shall be the product of (i) the per share offeringprice to the public in such public offering, and (ii) the number of shares of Common Stock intowhich each Exercise Share is convertible at the time of such exercise.
 
 2.

 
**2.2 Securities for Which Warrant is Exercisable.** This Warrant shall be exercisable, inwhole or in part, and from time to time, for Common Stock of the Company.**3. Covenants of theCompany.**3.1 Covenants as to Exercise Shares****.** The Company covenants and agrees that all ExerciseShares that may be issued upon the exercise of the rights represented by this Warrant will, uponissuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes,liens and charges with respect to the issuance thereof. The Company further covenants and agreesthat the Company will at all times during the Exercise Period, have authorized and reserved, freefrom preemptive rights, a sufficient number of shares of Common Stock to provide for the exerciseof the rights 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 shall besufficient 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 protectHolder’s rights, preferences and privileges under and/or in connection with this Warrantagainst impairment. The Holder’s rights, preferences and privileges granted under and/or inconnection with this Warrant may not be amended, modified or waived without the Holder’s priorwritten consent, and the documentation providing for such rights, preferences and privileges willspecifically provide as such.**3.4 Registration Rights.**The Company will use commercially reasonable best efforts toobtain treatment of the Exercise Shares as “registrable securities” (or terms of similar impact)under any agreement executed by the Company for financing of the Company, for purposes of providingregistration rights under the Securities Act of 1933, as amended (the ***“Act”***) to holders of theWarrant and/or Common Stock issued pursuant to exercise of the Warrant.
 
 3.

 
**4.Representations of Holder.****4.1 Acquisition of Warrant for Personal Account.**The Holder represents and warrants thatit is acquiring the Warrant and the Exercise Shares solely for its account forinvestment and not with a view to or for sale or distribution of said Warrant or ExerciseShares, or any part thereof, except in compliance with applicable federal and state securitieslaws. The Holder also represents and warrants that the all legal and beneficial interests in theWarrant and the Exercise Shares which the Holder is acquiring are being acquired for, and will beheld for, its account only.**4.2 Securities Are Not Registered.****(a) **The Holder understands that the Warrant and the Exercise Shares have not beenregistered under the Act on the basis that no distribution or public offering of the stock of theCompany is to be effected by the Holder. The Holder realizes that the basis for the exemption maynot be present if, notwithstanding its representations, the Holder has a present intention ofacquiring the securities for a fixed or determinable period in the future, selling (in connectionwith a distribution 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 heldindefinitely unless they are subsequently registered under the Act or an exemption from suchregistration is available.**(c) **The Holder is aware that neither the Warrant nor the Exercise Shares may be soldpursuant to Rule 144 adopted under the Act unless certain conditions are met, including, amongother things, the availability of certain current public information about the Company, the resalefollowing the required holding period under Rule 144 and thenumber of shares being sold during any three month period 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, AS AMENDED (THE“ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANEFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR UNLESS SUCH TRANSACTION ISIN 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.**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 Sharesavailable under the Warrant in the aggregate and the Exercise Price shall be correspondinglyadjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, thesame shares as the Holder would have owned had the Warrant been exercised prior to the event andhad the Holder continued to hold such shares until after the event requiring adjustment. Forpurposes of this Section 5, the “***Aggregate Exercise Price***” shall mean the aggregate Exercise Pricepayable in connection with the exercise in full of this Warrant. The form of this Warrant need notbe changed because of any adjustment in the number of Exercise Shares subject to this Warrant.
 
 4.

 
**5.2 Certificate of Adjustments.**Upon each adjustment of the Exercise Price and/orExercise Shares, the Company shall promptly notify the Holder in writing and furnish the Holderwith a certificate of its Chief Executive Officer or Chief Financial Officer setting forth suchadjustment and 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 afractional share, the Company shall, in lieu of issuance of any fractional share, pay theHolder otherwise entitled to such fraction a sum in cash equal to the product resulting frommultiplying the then current fair market value of one Exercise Share by such fraction.**7. Transfer of Warrant.** Subject to applicable laws, this Warrant and all rights hereunderare transferable, in whole or in part, at any time or times by the Holder, upon delivery of thisWarrant and the form of assignment attached hereto to any transferee designated by Holder. Thetransferee shall sign a customary investment letter in form and substance reasonably satisfactoryto 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 asit may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrenderthereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen,mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation ofthe Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be atany time enforceable by anyone.**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.
 
 5.

 
**11. Governing Law.** This Warrant and all rights, obligations and liabilitieshereunder shall be governed by and construed under the laws of the State of New Yorkas applied to agreements among New York residents, made and to be performed entirelywithin the State of New York without giving effect to conflicts of laws principles.**[Signature Page Follows]**
 
 6.

 
**In Witness Whereof, the Company has caused this Warrant to be executed by its duly authorizedofficer as of the date first written above.      **Northwest Biotherapeutics, Inc.******