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Explanation of Responses:
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1)
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The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock ("Common Shares") of Northwest Biotherapeutics, Inc. (the "Company") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose. Toucan General II, LLC ("Toucan GP") is the general partner of Toucan Capital Fund III, L.P. ("Toucan Capital" or "Fund III").
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2)
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By Cognate Bioservices, Inc. ("Cognate").
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3)
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On March 1, 2014, the Company became obligated to convert $1,558,445.19 of its outstanding accounts payable owed to Cognate into 389,611 Common Shares and warrants to purchase 194,806 Common Shares at an initial exercise price of $4.00.
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4)
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On March 7, 2014, Cognate awarded 133,333 Common Shares to one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.
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5)
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On March 7, 2014, Cognate awarded 120,370 Common Shares to another one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.
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6)
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On April 1, 2014, the Company became obligated to convert $1,158,124.45 of the Company's outstanding accounts payable owed to Cognate in exchange for 289,531 Common Shares and warrants to purchase 144,766 Common Shares at an initial exercise price of $4.00.
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On May 1, 2014, the Company became obligated to convert $1,367,883.35 of the Company's outstanding accounts payable owed to Cognate in exchange for 341,971 Common Shares and warrants to purchase 170,985 Common Shares at an initial exercise price of $4.00.
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On June 1, 2014, the Company became obligated to convert $1,541,280.43 of the Company's outstanding accounts payable owed to Cognate into 385,320 Common Shares and warrants to purchase 192,660 Common Shares at an initial exercise price of $4.00.
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In June 2014, Cognate loaned the Company $2.25 million. On June 30, 2014, Cognate agreed to convert all $2.25 million in exchange for 562,500 Common Shares and warrants to purchase 281,250 Common Shares at an initial exercise price of $4.00, on the same terms as the conversion of accounts payable under the January 2014 service agreements.
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10)
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On July 1, 2014, the Company became obligated to convert $3,187,515.40 of the Company's outstanding accounts payable owed to Cognate in exchange for 796,879 Common Shares and warrants to purchase 398,439 Common Shares at an initial exercise price of $4.00.
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11)
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On July 17, 2014, as compensation pursuant to the lock-up agreement entered into on January 17, 2014 and as a partial ratchet pursuant to the terms of the Company's currently outstanding agreements, the Company became obligated to issue warrants to purchase 3,220,235 Common Shares at an initial exercise price of $4.00.
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12)
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On August 1, 2014, the Company became obligated to convert $2,200,876 of the Company's outstanding accounts payable owed to Cognate in exchange for 550,219 Common Shares and warrants to purchase 275,110 Common Shares at an initial exercise price of $4.00.
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13)
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Cognate previously entered into a $1.5 million convertible debt financing with unrelated third party investors, secured by Cognate assets, and provided the proceeds of the financings for Northwest Biotherapeutics' programs. The debt was convertible, at the investors' election, into Common Shares owned by Cognate. The third party investors elected to convert the debt and receive repayment in Common Shares rather than in cash and therefore, on August 27, 2014, Cognate transferred 145,068 Common Shares to settle $750,000 in debt notes.
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14)
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On September 1, 2014, the Company became obligated to convert $2,556,432 of the Company's outstanding accounts payable owed to Cognate in exchange for 639,108 Common Shares and warrants to purchase 319,554 Common Shares at an initial exercise price of $4.00.
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15)
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On September 15, 2014, Cognate transferred 149,502 Common Shares to settle the remaining $750,000 in debt notes described in footnote 13.
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