UNDERWRITING AGREEMENT between NORTHWEST BIOTHERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters NORTHWEST BIOTHERAPEUTICS, INC.Underwriting Agreement • November 15th, 2012 • Northwest Biotherapeutics Inc • Pharmaceutical preparations • New York
The undersigned, Northwest Biotherapeutics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Northwest Biotherapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ANTHONY MAIDA: EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2012 • Northwest Biotherapeutics Inc • Pharmaceutical preparations
Start Date As promptly as practicable after execution of this Term Sheet Agreement, and in any event within thirty (30) days thereafter.
LINDA F. POWERS : EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2012 • Northwest Biotherapeutics Inc • Pharmaceutical preparations
Termination Your employment will be “at will” during the 2-year term of the Agreement. You may resign at any time during the term either with the amount of advance notice required below, or without such amount of advance notice (in which case certain consequences apply as described below). NWBT may terminate you at any time during the term “For Cause” or “Without Cause.”
ALTON BOYNTON: EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2012 • Northwest Biotherapeutics Inc • Pharmaceutical preparations
Total New Equity Options for 1,000,000 shares of common stock with an exercise price of 57 cents per share — partly tied to employment and partly tied to milestones, as follows:
MARNIX BOSCH: EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2012 • Northwest Biotherapeutics Inc • Pharmaceutical preparations
Total New Equity Options for 1,000,000 shares of common stock with an exercise price of 57 cents per share — partly tied to employment and partly tied to milestones, as follows:
LESLIE J. GOLDMAN : EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2012 • Northwest Biotherapeutics Inc • Pharmaceutical preparations
Termination Your employment will be "at will" during the 2-year:term of the Agreement. You may resign at any time during the term either with the amount of advance notice required below, or without such amount of advance notice (in which case certain consequences apply as described below). NWBT may terminate you at any time during the term "For Cause" or "Without Cause."
