Material Agreement Form 8 K

Loan Entered Into

On October 31, 2024, Northwest Biotherapeutics, Inc. (the "Company") entered into a Convertible Note (the "Loan Agreement") with an unrelated shareholder (the "Holder") in the amount of $5,000,000. The Loan Agreement has a maturity of 24 months and no payments are due until maturity. Interest accrues at a rate of 11% per annum. There is no original issue discount. The Holder may at any time elect to convert any or all of the amount then owed under the Loan Agreement into either common stock of the Company at a price per share of $0.30, and/or one or more shares of a non-dilutive financial instrument related to a gain contingency priced at $50,000 each, or any mix of stock and the financial instrument. The Loan Agreement contains customary default provisions.

The funds will be used for the Company's ongoing business operations.