Exhibit 10.3


 


NORTHWEST BIOTHERAPEUTICS, INC.


SUBSCRIPTION AGREEMENT


 


THIS SUBSCRIPTION AGREEMENT
(this “Agreement”), is made as of ____________, 2017, by and among Northwest Biotherapeutics, Inc., a Delaware
corporation (the “Company”), and ____________, the purchaser identified on the signature pages hereto (the “Purchaser”).


 


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 the Purchaser, and
the Purchaser, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


		I.	Purchase and Sale



 


		A.	The Purchaser hereby agrees to purchase at the Closing (as defined below) and the Company agrees,
subject to the accuracy of the representations of the Purchaser set forth in Part III, to sell and issue to the Purchaser at the
Closing the number of Offered Securities set forth below at a purchase price of $1.70 per share for 58,824 shares of Series A Convertible
Preferred Stock (as set forth below in column A below, each Series A Convertible Preferred share convertible in accordance with
the Certificate of Designations into 10 common shares priced at 17 cents per share for 588,235 shares as calculated in Column B
below, and a two year Class D-1 Warrant with a number of exercise shares equal to the number of converted common shares (588,235
shares) as calculated in Column C below, with an exercise price of 22 cents per share ($0.22). The aggregate subscription price
to be paid by the Purchaser in respect of all the Offered Securities to be purchased pursuant to this Agreement is One Hundred
Thousand Dollars ($100,000) (the “Aggregate Purchase Price”) as indicated in Column D below. The Series A Preferred
Shares, the shares of Common Stock and the Warrants to be issued to the Purchaser upon the purchase of the Series A Preferred Shares
to be issued at the closing pursuant to this Agreement are collectively referred to as the “Offered Securities.”



  


	 	(A)	(B)	(C)	(D)
	Name and Address	
        Number of

        Shares of Series

        A Convertible

        Preferred Shares 

        Being Issued
	Number of Common

                                                                                Shares Upon Conversion
	Number Of Class D-1 Warrants 	Subscription Price For Series A Preferred Shares and Class D-1 Warrants
	 	 	(Equal to Column (A) multiplied by 10)	(Equal to Column (A) multiplied by 10)	
        (Equal to

        Column (A) multiplied

        by $1.70)

	
         

         

         

         
	
         

         

        58,824
	
         

         

        588,235
	
         

         

        588,235
	
         

         

        $100,000



  






     

     


    

 


		B.	The delivery to the Purchaser of the Offered Securities
being sold pursuant to this Agreement shall, subject to satisfaction of the Company’s obligations to sell the Offered Securities
pursuant to the Agreement as set forth herein and payment in full by the Purchaser of the Aggregate Purchase Price, take place
on such date as the Company and Purchaser may agree (such date, the “Closing”). At the Closing, the Company
shall deliver to each Purchaser (i) the Certificate of Designations with respect to the Series A Convertible Preferred Shares,
containing the specific terms and procedures for converting to Common Shares, and (ii) certificates representing the Class D-1
Warrants being purchased by such Purchaser at such Closing, against payment of the purchase price therefor by wire transfer to
a bank account designated by the Company.



 


		C.	The obligations of the Company to issue and sell Offered
Securities to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived: (i) no legal action, suit or proceeding shall be pending that seeks to restrain or prohibit
the transactions contemplated by this Agreement, (ii) the representations and warranties of the Purchaser contained in Part III
shall be true and correct in all respects as of the date of this Agreement and as of the date of Closing, and (iii) the adoption
and filing by the Company with the Secretary of State the Certificate of Designations relating to the Offered Securities in a
form and reflecting terms reasonably acceptable to the purchaser and to the Company.



 


		II.	The Company hereby represents and warrants to the Purchaser
that (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
(ii) all corporate action required to be taken by the Company to authorize the issuance of the Offered Securities at the Closing
has been taken or will be taken prior to the Closing, (iii) the Shares, when issued, sold and delivered in accordance with the
terms and for the consideration set forth in this Agreement, and the shares of Common Stock and Warrants which the convertible
Preferred Stock can be converted into, upon issuance in accordance with the terms of this Agreement and the Certificate of Designations,
will be validly issued, fully paid and non-assessable, and when issued, will constitute valid and binding obligations of the Company.



 


		III.	The Purchaser hereby represents, and warrants to the
Company and agrees that:



 


(please check each
box and write in your initials to confirm your agreement)


 


 o            Residency: The Purchaser is a legal resident of the State of Kansas.




 


Initials: _______________


 


o          Current
Stockholder: As of the date hereof the Purchaser is, and for at least the last three months has been, a stockholder of
the Company. Initials: ______________________


 


o           Institutional
Accredited Investor Status: The Purchaser is an Institutional Accredited Investor as such term is defined pursuant to Regulation
D promulgated under the Securities Act and has completed and signed the Accredited Investor Questionnaire attached to this Agreement
as Exhibit C, the terms of which shall be deemed part of this Part III. Initials: _____________________


 


o         
Nature of Investor’s Business:  The Purchaser is or holds itself out as being engaged primarily in the
business of investing, reinvesting and/or trading in securities.   Initials:  _____________________


 


[Signature
Page Follows]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF, the undersigned has
caused this Securities Purchase Agreement to be duly executed by its respective authorized signatories as of the date first indicated
above.


 


Name:


 


____________________________________________________________


 


Name of Authorized Signatory:


 


_____________________________________________________________


 


Title of Authorized Signatory:


 


______________________________________________________________


 


Signature of Authorized Signatory of Purchaser:


 


_______________________________________________


  


 


Email Address of Authorized


 


Signatory:______________________________________________________


 


Facsimile Number of Authorized Signatory:


 


___________________________________________________


 


Address of Purchaser:


 


 


Address for Delivery of Securities to Purchaser (if not same
as address for notice):


 


 


Subscription Amount: $100,000


 


Preferred Shares: 58,824


 


Class D-1 Warrant Shares: 588,235


 


EIN Number: ___________________________


 


 



    	 	3	 



     


    




 


 





	 	Acknowledged and agreed to:
	 	 	 	 	 
	 	NORTHWEST BIOTHERAPEUTICS, INC. 
	 	a Delaware corporation
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Leslie J. Goldman	 
	 	Name: 	Leslie J. Goldman	 
	 	Title: 	Senior Vice President	 




 


 


 


 


 


 


 


[Signature Page to Northwest Biotherapeutics,
Inc. Subscription Agreement]


 




    	 	4	 



     


    

 


EXHIBIT A


 


FORM OF SERIES A PREFERRED


 


CERTIFICATE OF DESIGNATIONS


 


 


 




    	 	 A-1	 



     


    

 


EXHIBIT B


 


FORM OF VOTING AGREEMENT


 


 


 




    	 	 B-1	 



     


    

 


EXHIBIT C


 


ACCREDITED INVESTOR
STATUS


 


The Purchaser must initial the applicable
item below to indicate which method it will use to verify its status as an institutional “accredited investor” as
defined in Rule 501(a) of Regulation D under the Securities Act of 1933, and to make any necessary representations and warranties
in connection with the verification of its status as an institutional accredited investor. The Purchaser agrees that it will provide
the Company with such documentation as the Company may reasonably request in connection with the representations of the Purchaser
as to its accredited investor status.


 


At least one of the following must
be applicable and initialed to participate in the offering.


 


FOR INDIVIDUALS INVESTING


 


(Please initial as appropriate)


 


		(A)	Individuals



 


	
                     

        Initial
	1.	
        The Investor has an individual
        net worth in excess of $1,000,000 and represents and warrants that such Investor has disclosed all liabilities necessary to make
        a determination of net worth in such Investor’s net worth documentation.

         

        In calculating
net worth for purposes of this Item 1 or Item 2 below: 




 


		(i)	the Investor’s primary residence is not included
as an asset;



 


		(ii)	indebtedness that is secured by the Investor’s
primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, is not
included as a liability; and



 


		(iii)	indebtedness that is secured by the Investor’s
primary residence in excess of the estimated fair market value of such primary residence is included as a liability.






 



     

     


    




 


	
                     

        Initial
	2.	
        The Investor has joint
        net worth with his or her spouse, in excess of $1,000,000 and (please initial (a) and (b) below)

         

        




 


		(a)	such Investor represents and warrants that such Investor has disclosed all liabilities necessary to make a determination of such Investor's net worth:

                                                                                 

                                                                                please initial here:_______________

                                                                                 

                                                                                AND




 


		(b)	such Investor's spouse represents and warrants that he or she has disclosed all liabilities necessary to make a determination of his or her net worth:

                                                                                 

                                                                                please initial here:_______________







 


	
                     

        Initial
	3. 	The Investor had individual income (exclusive of any income attributable to his or her spouse) of more than $200,000 in each of the past two years, and represents and warrants that such Investor reasonably expects to reach the same income level in the current year. 



 


	
                     

        Initial
	4. 	
        The Investor had joint
        income with his or her spouse of more than $300,000 in each of the past two years and

         

        



 


		(a)	such Investor represents and warrants that he or she has a reasonable expectation of reaching the joint income level necessary to qualify as an accredited investor

                                                                                 

                                                                                please initial here:_______________

                                                                                 

                                                                                AND




 


		(b)	such Investor’s spouse represents and warrants that he or she has a reasonable expectation of reaching the joint income level necessary to qualify as an accredited investor

                                                                                 

                                                                                please initial here:_______________







 


 


FOR CORPORATIONS, PARTNERSHIPS, LIMITED
LIABILITY COMPANIES, EMPLOYEE BENEFIT PLANS OR IRA


 


(Please initial as appropriate)


 


 



     

     


    

 


		(B)	Corporations, Partnerships, Limited Liability
Companies, Employee Benefit Plans or IRA



 


		1.	Has the subscribing entity been formed for the specific purpose of investing in the Offered Securities?
_____________ (yes/no)



 


If your answer to question 1
is “No,” CHECK whichever of the following statements (a-e) is applicable to the subscribing entity. If your answer
to question 1 is "Yes," the subscribing entity must be able to certify to statement (2) below in order to qualify
as an "accredited investor."


 


The undersigned
entity certifies that it is an “accredited investor” because it is:


 


(a)       _______
an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that
the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a
bank, savings and loan association, insurance company or registered investment adviser; or


 


(b)       _______
an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total
assets in excess of $5,000,000; or


 


(c)       _______
each of its shareholders, partners, or beneficiaries meets at least one of the conditions described above under Section II, A,
Individual Accounts. Please also CHECK the appropriate space in that section; or


 


(d)       _______
the plan is a self-directed employee benefit plan and the investment decision is made solely by a person that meets at least one
of the conditions described above under Section II, A, Individual Accounts. Please
also CHECK the appropriate space in that section; or


 


(e)       _______
a corporation, a partnership, limited liability company, or a Massachusetts or similar business trust with total assets in excess
of $5,000,000.


 


		2.	If the answer to Question B.1. above is “Yes,” please certify the statement below
is true and correct:



 


_______ The undersigned entity
certifies that it is an accredited investor because each of its shareholder or beneficiaries meets at least one of the conditions
described above under Section II, A, Individual Accounts. Please also CHECK the appropriate
space in that section.


 


		(C)	Trust Accounts 



 


 


		1.	Has the subscribing entity been formed for the specific
purpose of investing in the Offered Securities?_______________        (yes/no)



 






     

     


    

 


If your answer to question 1
is “No,” CHECK whichever of the following statements (a-c) is applicable to the subscribing entity. If your answer
to question 1 is “Yes,” the subscribing entity must be able to certify to the statement (c) below in order to
qualify as an “accredited investor.”


 


The undersigned trustee
certifies that the trust is an “accredited investor” because:


 


(a)_______
the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person;”
or (Note: Complete Section 2 below to show that the investment decision was made by a “sophisticated person”);
or


 


(b)_______
the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and
loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity.


 


 


Purchaser:


 


Name of Authorized Signatory:


_____________________________________________________________


 


Title of Authorized Signatory:


______________________________________________________________


 


Signature of Authorized Signatory of Purchaser:


 


 


_______________________________________________