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EX-10.20 5 v13860exv10w20.txt EXHIBIT 10.20 EXHIBIT 10.20 SECOND AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE THIS SECOND AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE (the "SECOND AMENDMENT") is made and entered into as of November 14, 2005, by and among NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "MAKER") and Toucan Capital Fund II, L.P. (the "HOLDER"). This Second Amendment amends the Note (as defined below). RECITALS A. Section 17.6 of that certain Northwest Biotherapeutics, Inc. Loan Agreement, Security Agreement and 10% Convertible, Secured Promissory Note, in the principal amount of $500,000.00 amended and restated as of July 30, 2004 and originally issued on June 11, 2004, by and between the Maker and the Holder in the form attached to this Second Amendment as Exhibit A and as amended by that First Amendment to Northwest Biotherapeutics, Inc. Loan Agreement, Security Agreement and 10% Convertible, Secured Promissory Note in the form attached to this Second Amendment as Exhibit B (as so amended, 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 to provide that the Maturity Date is January 17, 2006. 2. All other terms and conditions of the Note shall be unaffected hereby and remain in full force and effect. 3. This Second Amendment shall be governed by and construed under the laws of the state of Delaware without giving effect to principles of conflicts of laws of the State of Delaware or any other state. [SIGNATURE PAGE FOLLOWS] 1 IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE as of the date first above written. MAKER: NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation By: /s/ Alton L. Boynton -------------------- Name: Alton L. Boynton Title: President HOLDER: Toucan Capital Fund II, L.P. By: /s/ Linda Powers --------------------------------- Linda Powers, Managing Director 259031 v2/RE 2