Xenetic Biosciences, Inc. Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT XENETIC BIOSCIENCES, INC.
Common Stock Purchase Warrant • July 22nd, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _______________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on [___________] (the "Termination Date") but not thereafter, to subscribe for and purchase from Xenetic Biosciences, Inc., a Nevada corporation (the "Company"), up to _______________ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2020 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2020, between Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 28th, 2021 • Xenetic Biosciences, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 26, 2021, between Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SERIES A COMMON STOCK PURCHASE WARRANT Xenetic Biosciences, Inc.
Security Agreement • July 28th, 2021 • Xenetic Biosciences, Inc. • Pharmaceutical preparations

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the three and one half year anniversary of the earlier of the (i) the six month anniversary of the Initial Exercise Date and (ii) the date that the registration statement registering all of the Warrant Shares is declared effective by the Commission (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 28th, 2021 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2021, between Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT
Pre-Funded Common Stock Purchase Warrant • March 7th, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March [ ], 2019 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • June 25th, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning December [ ], 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [·], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), up to [·] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For the avoidance of doubt, the number of Warrant Shares issuable hereunder, and the initial Exercise Price, give effect to that certain 1:[ ] reverse stock split that took effect on June [ ], 2019.

TEN PERCENT (10%) JUNIOR SECURED COLLATERALIZED CONVERTIBLE PROMISSORY NOTE Due Deferral end date
Convertible Security Agreement • July 8th, 2016 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

THIS TEN PERCENT (10%) JUNIOR SECURED COLLATERALIZED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Ten Percent (10%) Junior Secured Collateralized Convertible Promissory Note of Xenetic Biosciences, Inc., a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 99 Hayden Ave, Suite 230, Lexington, Massachusetts 02421, designated as its Ten Percent (10%) Junior Secured Collateralized Convertible Promissory Note due on the Deferral End Date (the “Note”).

XENETIC BIOSCIENCES, INC. and Empire Stock Transfer, Inc., as Warrant Agent Warrant Agency Agreement Dated as of July 19, 2019 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • July 22nd, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of July 19, 2019 (“Agreement”), between Xenetic Biosciences, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Empire Stock Transfer, Inc. (the “Warrant Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 8th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this "Agreement") is dated as of May ___, 2015 between Xenetic Biosciences, Inc., a Nevada corporation (the "Company"), and the purchaser identified on the signature pages hereto (the "Purchaser").

SECURITY AGREEMENT
Security Agreement • July 8th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

This SECURITY AGREEMENT, dated as of July 1, 2015 (this “Agreement”), is among Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holder of the Company’s Ten Percent (10%) Senior Secured Collateralized Convertible Promissory Note due twelve (12) months following its issuance, in the original principal amount of $3,000,000 (the “Note”) signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Parties”).

AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • November 19th, 2021 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York
Xenetic Biosciences, Inc. and _________________________________, Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Senior Debt Securities in Series
Indenture • October 21st, 2024 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

THIS INDENTURE between Xenetic Biosciences, Inc., a Nevada corporation (hereinafter called the “Company”) having its principal office at 945 Concord St., Framingham, Massachusetts 01701, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of ____________, ___.

XENETIC BIOSCIENCES, INC. FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • July 2nd, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

The undersigned, XENETIC BIOSCIENCES, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of XENETIC BIOSCIENCES, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

STRICTLY CONFIDENTIAL Xenetic Biosciences, Inc.
Exclusive Agency Agreement • December 14th, 2020 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York
INDEMNITY AGREEMENT
Indemnity Agreement • August 14th, 2017 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Nevada

This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between _________________, Inc., a Nevada corporation (the “Company”), and _________________ (“Indemnitee”).

UNDERWRITING AGREEMENT between XENETIC BIOSCIENCES, INC. and Ladenburg Thalmann & Co. Inc. XENETIC BIOSCIENCES, INC.
Underwriting Agreement • October 11th, 2016 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

The undersigned, Xenetic Biosciences, Inc., a corporation formed under the laws of the State of Nevada (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 Xenetic Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

STRICTLY CONFIDENTIAL Xenetic Biosciences, Inc.
Exclusive Agency Agreement • July 28th, 2021 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York
XENETIC BIOSCIENCE, INCORPORATED LEDGEMONT RESEARCH CENTER LEXINGTON, MA
Lease Agreement • February 18th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations
FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 7th, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2019, between Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

UNDERWRITING AGREEMENT between XENETIC BIOSCIENCES, INC.
Underwriting Agreement • July 14th, 2016 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

The undersigned, Xenetic Biosciences, Inc., a corporation formed under the laws of the State of Nevada (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 Xenetic Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

October 11, 2017 James E. Callaway, Ph.D 4893 Drakewood Terrace San Diego, CA 92130 Dear James:
Director Agreement • March 30th, 2018 • Xenetic Biosciences, Inc. • Pharmaceutical preparations

This Letter Agreement (the "Agreement") is to confirm the terms of your proposed appointment on August 14, 2017 (the "Effective Date") as a non-employee, independent Director of Xenetic Biosciences, Inc. (the "Company").

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RIGHT TO SUBLICENSE AGREEMENT
Right to Sublicense Agreement • March 30th, 2018 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Delaware

This Right to Sublicense Agreement (“Agreement”) is made and entered into as of October 27, 2017 by and between Baxalta Incorporated, Baxalta US Inc., and Baxalta GmbH (collectively, with their Affiliates, “Baxalta”) and Xenetic Biosciences, Inc. (with its Affiliates, “Xenetic”) (with Baxalta and Xenetic being the “Parties” and each individually, a “Party”).

SHARE PURCHASE AGREEMENT between XENETIC BIOSCIENCES, INC., HESPERIX SA, SELLERS SET FORTH ON THE SIGNATURE PAGE HERETO. and ALEXEY ANDREEVICH VINOGRADOV, AS REPRESENTATIVE OF SELLERS dated as of March 1, 2019
Share Purchase Agreement • May 13th, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Delaware

This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of March 1, 2019, is entered into between Xenetic Biosciences, Inc., a Nevada corporation (“Buyer”), Hesperix SA, a Swiss corporation (the “Company”), those owners of the Company set forth on the signature page hereto (each, a “Seller” and collectively, the “Sellers”), and Alexey Andreevich Vinogradov, as the representative of each Seller as more fully described herein (the “Sellers’ Representative”). Buyer, the Company, Sellers, and the Sellers' Representative are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used herein but not otherwise defined, shall have the meaning set forth in Article I.

and - Exclusive Patent And Know How Licence and Manufacturing Agreement
Exclusive Patent and Know How Licence and Manufacturing Agreement • February 18th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York
and - SERVICE AGREEMENT
Service Agreement • February 18th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations
VOTING AGREEMENT
Voting Agreement • March 4th, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Nevada

This VOTING AGREEMENT (this “Agreement”), dated as of March 1, 2019 is entered into by and among (i) Xenetic Biosciences, Inc., a Nevada corporation (the “Company”) and (ii) the Stockholder of the Company a signatory hereto (the “Stockholder”).

XENETIC BIOSCIENCES, INC. SHAREHOLDER VOTING AGREEMENT
Shareholder Voting Agreement • October 27th, 2016 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Nevada

XENETIC BIOSCIENCES, INC., a Nevada corporation (the “Company”), and SynBio, LLC (“Shareholder”) a shareholder of the capital stock of the Company agree:

Contract
Warrant to Purchase Common Stock • April 15th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR SATISFACTORY ASSURANCES TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION.

XENETIC BIOSCIENCE INC. EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2017 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Massachusetts

This Employment Agreement ("Agreement" ) is entered into as of this 1st day of January 2017 by and between Xenetic Bioscience, Inc., a Nevada corporation with a principal place of business in Lexington , Massachusetts (the "Company"), and Curtis Lockshin, an individual (the " Executive").

DATED: 3 November 2009 - and - SERVICE AGREEMENT
Service Agreement • February 18th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations
Final Version (11 November 2009) Private and Confidential DATED [ ]
Collaboration, Licence and Development Agreement • February 18th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • England and Wales
DATED 4 August 2011 SUBSCRIPTION AGREEMENT in respect of ordinary shares in the capital of Lipoxen plc
Subscription Agreement • February 18th, 2015 • Xenetic Biosciences, Inc. • Pharmaceutical preparations
XENETIC BIOSCIENCES INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2018 • Xenetic Biosciences, Inc. • Pharmaceutical preparations • Massachusetts

This Amended and Restated Employment Agreement (“Agreement”) is entered into as of this 26th day of October, 2017 by and between Xenetic Biosciences, Inc., a Nevada corporation with a principal place of business in Lexington, Massachusetts (the “Company”), and Jeffrey Eisenberg, an individual (the “Executive”).

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