Exhibit 10.1


 





NORTHWEST BIOTHERAPEUTICS,
INC.


 


FORM OF SECURITIES PURCHASE
AGREEMENT


  


 


This
Securities Purchase Agreement (this “Agreement”) is made and entered into as of                        ,
2018 (the “Effective Date”), by and between Northwest Biotherapeutics, Inc.,
a Delaware Corporation (the “Company”) and the purchasers signatory hereto (each a “Purchaser”
and together, the “Purchasers”).


 


Recitals


 


Whereas,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective S-3 registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each
Purchaser, and each Purchaser, severally, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement;


 


Whereas,
the Company desires to issue and sell shares of common stock of the Company (the “Common Stock”) and
two-year Class D-3 Warrants (the “Warrants”, and together with the Common Stock, the “Offered
Securities”), and has authorized such sale and issuance; and


 


Whereas,
each Purchaser desires to purchase the Offered Securities from the Company on the terms and conditions set forth herein;


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1. Agreement
To Sell And Purchase.


 


The Purchasers severally
hereby agree to purchase, and the Company hereby agrees to sell and issue to the Purchasers for an aggregate of One Million Dollars
($1,000,000) (the “Purchase Price”), 4,000,000 shares of Common Stock of the Company (the “Shares”),
at a purchase price of $0.25 per share and 2,000,000 Warrants, with an exercise price of $0.30 per share of Common Stock. The Company
has authorized the sale and issuance of the Offered Securities to the Purchaser.


 






    	 	 



     


    

 


2. Closing,
Delivery And Payment.


 


The closing of the
sale and purchase of the Offered Securities under this Agreement will take place on June 22, 2018 or at such other time or place
as the Company and the Purchaser may mutually agree. At the closing of this offering (the “Closing”),
the Company will cause to be delivered to the Purchaser a DRS book entry statement representing the Shares, against payment of
the applicable purchase price by wire transfer of immediately available funds to such account as may be designated by the Company
and the Warrant being purchased by the Purchaser in the form attached hereto as Exhibit A.


 


3. Representations
and Warranties of the Company.


 


The Company hereby
represents and warrants to the Purchaser that as of the Closing hereunder:


 


(a) The Company
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary
corporate power and authority to (i) own, operate and occupy its properties and to carry on its business as presently conducted
and (ii) enter into this Agreement and the other agreements, instruments and documents contemplated hereby, and to consummate the
transactions contemplated hereby and thereby. The Company is qualified to do business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on the Company.


 


(b) All necessary
corporate proceedings, votes, resolutions and approvals relating to the issuance and sale of the Offered Securities will have been
completed by the Company. Upon execution, this Agreement will constitute a valid and legally binding obligation of the Company,
enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c) The Shares purchased pursuant
to this Agreement, will be, upon payment by the Purchaser in accordance with this Agreement, duly authorized, validly issued, fully
paid and non-assessable.


 


(d) The Warrants are valid and
binding obligations of the Company, and when the shares underlying the Warrants have been paid for as provided in the Warrant,
then the underlying shares of common stock will be duly authorized, validly issued, fully paid and non-assessable.


 


4. Representations
and Warranties of the Purchaser. 


 


Each Purchaser hereby
represents and warrants to the Company that as of the Closing hereunder:


 


(a) The Purchaser
has full power and authority to enter into this Agreement. Upon execution, this Agreement will constitute a valid and legally binding
obligation of the Purchaser, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 






    	 	 



     


    

 


(b) At the
time the Purchaser was offered the Offered Securities, it was (i) an “accredited investor” within the
meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act.


 


(c) The Purchaser,
either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the Offered Securities, and has
so evaluated the merits and risks of such investment.


 


(d) The Purchaser
is an experienced investor in securities of companies in the development stage, can bear the economic risk of its investment, including
a total loss, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits
and risks of the investment in the Offered Securities. The Purchaser has conducted its own due diligence review of the Company
and received copies or originals of all documents it has requested from the Company.


 


5. Miscellaneous.


 


5.1 Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard
to principles of conflicts of law. The parties hereby agree that any legal action, suit or proceeding arising out of or relating
to this Agreement will be brought in federal or state court located in Delaware.


 


5.2 Entire
Agreement; Amendments. This Agreement constitutes the full and entire understanding and agreement between the parties with
regard to the subjects hereof and thereof. Except as otherwise expressly provided herein, neither this Agreement nor any term hereof
or thereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and a majority
of the Purchasers.


 


5.3 Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to be effective upon delivery when delivered (a) personally; (b) by facsimile, provided a positive
transmission report is received and a copy is mailed no later than the next business day through a nationally recognized overnight
delivery service; (c) by overnight delivery with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications will be,


 


in the case of the Purchaser
as set forth on the signature pages hereto,


 






    	 	 



     


    

 


and in the case of the Company:


 


Leslie J. Goldman


Senior Vice President


Northwest Biotherapeutics


4800 Montgomery Lane


Suite 800


Bethesda, MD 20814


email: lgoldman@nwbio.com


 


or at such other address and facsimile
number as the receiving party will have furnished to the sending party in writing.


 


5.4 Severability.
The representations, warranties, covenants and agreements made and incorporated by reference herein will survive any investigation
made by or on behalf of the Purchaser or the Company, and will survive for two years after the Effective Date.


 


5.5 Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof will inure to the benefit of, and be binding
upon, the respective successors, assigns, heirs, executors and administrators of the parties hereto. The Purchaser may transfer
or assign all or any portion of its rights under this Agreement to any person or entity permitted under applicable securities laws.


 


5.6 Interpretations.
All pronouns and any variations thereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons or entity or entities may require. All references to “$” or dollars herein will be
construed to refer to United States dollars. The titles of the Sections and subsections of this Agreement are for convenience or
reference only and are not to be considered in construing this Agreement. All references to “including” shall be deemed
to mean “including, without limitation.”


 


5.7 Severability.
In case any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby.


 


5.8 Counterparts.
This Agreement may be executed in counterparts, each of which when so executed and delivered will constitute a complete and original
instrument but all of which together will constitute one and the same agreement, and it will not be necessary when making proof
of this Agreement or any counterpart thereof to account for any counterpart other than the counterpart of the party against whom
enforcement is sought.


 


 


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In
Witness Whereof, the parties hereto have executed this Common
Stock Purchase Agreement as of the date set forth in the first paragraph hereof.


 


 


	
        COMPANY:

        
	 	 
	Northwest Biotherapeutics, Inc.	 
	 	 	 
	 	 	 
	 	 	 
	By: Northwest Biotherapeutics	 	 
	 	 	 
	Name:  Leslie J. Goldman	 	 
	 	 	 
	Title: Senior Vice President	 	 
	 	 	 
	 	 	 
	PURCHASER:	 	 
	 	 	 
	 	 	 
	 	 	 
	By:  	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title: 	 	 


 


 


 


[NWBO Securities Purchase
Agreement - Signature Page]