FORM OF SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of
___ ___________, 2009 (the “ Effective Date ”), by and between Northwest Biotherapeutics, Inc. , a
Delaware corporation (the “ Company ”) and ______________________(the “ Purchaser ”).
WHEREAS, the Company desires to issue and sell, and Purchaser desires to purchase, Common Stock of
the Company on the terms and conditions set forth herein;
WHEREAS , the Company has authorized the sale and issuance of up to $________ million of Common
Stock with the price per share of such US$_____ ($___) (the “ Common Stock ”);
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 Company has authorized the sale and issuance to the Purchaser of ________ million (XXX,XXX)
shares of Common Stock (the “Shares”). Subject to the terms and conditions hereof, at the Closing (as
hereinafter defined) the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser agrees to
purchase from the Company, _________ million (XXX,XXX) Shares, at a purchase price of $____________
($___) per Share.
2. CLOSING, DELIVERY AND PAYMENT .
The closing of the sale and purchase of the Shares under this Agreement will take place on
_____________, 2009, or at such other time or place as the Company and the Purchaser may mutually
agree. At the Closing, the Company will deliver to the Purchaser a stock certificate representing the number of
Shares being purchased by the Purchaser at such Closing, against payment of the applicable purchase price by
wire transfer of immediately available funds to such account as