Exhibit 10.1


 





EXECUTION VERSION


 


NORTHWEST BIOTHERAPEUTICS,
INC.


 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE (this
“First Supplemental Indenture”), dated and effective as of March 17, 2017, between Northwest Biotherapeutics,
Inc. (the “Company”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
Capitalized terms used herein and not otherwise defined have the meaning ascribed to such terms in the Indenture (as defined below).


 


RECITALS


 


A.       On
August 19, 2014, the Company and the Trustee executed an indenture (the “Original Indenture” and, as amended
and supplemented from time to time, the “Indenture”) pursuant to which the Company initially issued $17,500,000
aggregate principal amount of its 5.00% Convertible Senior Notes due 2017 (the “Notes”), of which $10,500,000
aggregate principal amount remain outstanding as of the date hereof.


 


B.       Whitebox
Relative Value Partners, LP, Whitebox Credit Arbitrage Partners, LP, Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, LP
and Pandora Select Partners LP (collectively, the “Holders”) beneficially owned all of the outstanding Notes
since March 9, 2017 and continue to beneficially own all of the outstanding Notes.


 


B.       On
March 9, 2017, the Company and the Holders entered into that certain Repurchase Agreement, dated as of March 9, 2017, among the
Company and each of the Holders (the “Repurchase Agreement”) pursuant to which, among other things, the Company
agreed to amend or supplement the Indenture in order to provide that an Agreement Default (as defined in the Repurchase Agreement)
shall constitute an immediate Default and Event of Default under the Indenture and the Notes.


 


C.       Section
11.01(e) of the Indenture provides for the execution of indentures supplemental to the Indenture, without the consent of the Holders,
to, among other things, add to the covenants or Events of Default of the Company for the benefit of the Holders.


 


NOW, THEREFORE, for and in consideration
of the foregoing premises, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the
respective holders from time to time of the Securities as follows:


 


ARTICLE I


 


Section 1.1Additional Event of Default


 


Section 7.01 of the Original Indenture is
supplemented to add the following Event of Default (which shall be an “Event of Default” for all purposes under the
Indenture) after Section 7.01(l):


 






     


     


    

 


“(m) default on any of the
Company's payment, performance or other obligations to the Holders under that certain Repurchase Agreement dated as of March 9,
2017 among the Company and the Holders (the "Repurchase Agreement") in accordance with its terms, including, without
limitation, any default in the full and timely payment or performance of any of the Transfer and Payment Obligations (as defined
in the Repurchase Agreement) thereunder.”


 


Section 1.2Automatic Event of Default


 


Section 7.01 of the Original Indenture is
supplemented to add the following after the second sentence in the first paragraph following Section 7.01(m):


 


“If an Event of Default specified
in Section 7.01(m) occurs and is continuing, the principal of all the Notes and accrued and unpaid interest shall automatically
be immediately due and payable.”


 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1Confirmation of Indenture


 


The Indenture, as supplemented and amended
by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this First Supplemental Indenture
and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.


 


Section 2.2Concerning the Trustee


 


In carrying out the Trustee's responsibilities
hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee
assumes no responsibility for the correctness of the recitals contained herein. The Trustee makes no representations as to the
validity or sufficiency of this First Supplemental Indenture.


 


Section 2.3NEW YORK LAW TO GOVERN


 


THIS FIRST SUPPLEMENTAL INDENTURE SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.


 


Section 2.4Counterparts


 


This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but
one and the same instrument. Delivery of an executed counterpart of a signature page to the Indenture by facsimile, email or other
electronic means shall be effective as delivery of a manually executed counterpart of the Indenture.


 




    	 	2	 



     


    


 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the time, day and year first written above.


 


NORTHWEST BIOTHERAPEUTICS, INC.


 


 


 


By: /s/ Leslie J. Goldman 


Name: Leslie J. Goldman 


Title: Senior Vice President


 


 


 




    	[Signature Page to First Supplemental Indenture]




     


    


 


 


 


THE BANK OF NEW YORK MELLON, Trustee


 


 


 


By: /s/ Francine Kincaid 


Name: Francine Kincaid 


Title: Vice President


 


 





 




    	[Signature Page to First Supplemental Indenture]