NorthWest Biotherapeutics Inc (NWBO)

[austinmediainc]

Explanation of Responses:
( 1) As NWBO previously reported, pursuant to conversion agreements entered into on October 16, 2012, in preparation for NWBO's December, 2012, public offering and Nasdaq listing, Toucan Partners, LLC agreed to convert $10,688,615 of convertible notes and payables into 3,708,495 restricted shares of common stock and 1,854,249 warrants upon the closing of NWBO's public offering. As NWBO also previously reported, on October 16, 2012, Cognate BioServices, Inc. entered into conversion agreements with the NWBO pursuant to which an aggregate of $7,506,270 unpaid invoiced amounts and payables were converted into 2,759,658 restricted shares of common stock and 1,379,829 warrants.
( 2) Consists of (i) 804,145 shares of common stock held by Toucan Capital Fund III, L.P., (ii) 4,371,189 shares of common stock held by Toucan Partners, LLC and (iii) 5,634,658 shares of common stock held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by Toucan Capital Fund III, L.P., Toucan Partners LLC and Cognate BioServices, Inc.
( 3) Represents gifts to family members, including Lois, Brad, Kelley, Collin, Erin, Carol, Sam, Evelyn and Christine Powers.
( 4) Consists of (i) 804,145 shares of common stock held by Toucan Capital Fund III, L.P., (ii) 4,311,784 shares of common stock held by Toucan Partners, LLC and (iii)5,634,658 shares of common stock held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by Toucan Capital Fund III, L.P., Toucan Partners LLC and Cognate BioServices, Inc.
( 5) Includes (i) 1,096,627 shares of common stock underlying warrants held by Toucan Capital Fund III, L.P., (ii) 1,370,335 shares of common stock underlying currently exercisable warrants held by Toucan Partners, LLC and (iii) 1,437,500 shares of common stock underlying warrants held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by Toucan Capital Fund III, L.P., Toucan Partners LLC and Cognate BioServices, Inc.