Xenetic
                           Biosciences, Inc.


Ledgemont
Research Ctr 


Hayden
Avenue


Lexington,
MA 02421


United
States


t
781-778-7722


e
 info@xeneticbio.com









 


 Roger
D. Kornberg


Stanford
University Medical School


Department
of Structural Biology


[ADDRESS
REDACTED]


 


Dear
Roger:


This
Letter Agreement (the
“Agreement”) is to
confirm the terms
of your proposed appointment
on February 2016
(the “Effective Date”)
as a non-employee,
independent Director of Xenetic
Biosciences, Inc. (the
“Company”).


 


Overall,
in terms of
time commitment, we
expect your attendance
at all the
Board meetings and meetings
of such committees
of the Board
that you will
be appointed to
(as applicable). In addition,
you will be
expected to devote
appropriate preparation time
ahead of each
meeting. You will also,
when time allows,
assist in the
presentation of the
Company at various conferences
when and as
requested by the
Chief Executive Officer.
The Company acknowledges your
role as a
researcher and professor
of structural biology
at Stanford University as
well as your
membership on various
other public company
boards and scientific advisory
committees.


 


By
accepting this appointment,
you have confirmed
that you are
able to allocate
sufficient time to meet
the expectations of
this position.


 


1.   
Consideration.For and in consideration
of the services
to be performed
by you, the Company
agrees to compensate
you as follows:


 


		1.1	Director
                                         Fee.
                                         A director
                                         fee equal
                                         to $50,000
                                         (Fifty Thousand
                                         U.S. Dollars)
                                         per annum,
                                         payable quarterly
                                         (the “Board
                                         Meeting Fee”)
                                         will be
                                         the cash
                                         compensation for your
                                         role as
                                         a director
                                         along with
                                         any board
                                         committee chair
                                         or membership
                                         positions you may
                                         hold as
                                         part of
                                         the board.



 


		1.2	Stock
                                         Options. Subject
                                         to all
                                         approvals required
                                         by law,
                                         the Company
                                         will grant
                                         you, pursuant to
                                         an equity
                                         incentive plan
                                         or such
                                         other plan
                                         to be
                                         adopted by
                                         the Company (the
                                         "Plan")
                                         and upon
                                         such terms
                                         and conditions
                                         as determined
                                         by the
                                         Compensation Committee
                                         or the
                                         Board (as
                                         applicable), a
                                         fully vested
                                         option to
                                         purchase One Hundred
                                         Thousand (100,000)
                                         shares of
                                         common stock
                                         of the
                                         Company at
                                         a strike
                                         price determined by
                                         the closing
                                         price of
                                         the common
                                         stock on
                                         the date
                                         of your
                                         appointment (the “Initial
                                         Grant”). Additionally,
                                         the Company
                                         shall grant
                                         you on
                                         the one
                                         year anniversary date
                                         of your
                                         appointment as
                                         Director for
                                         so long
                                         as you
                                         remain a
                                         Director of the Company, an option to purchase an additional One Hundred Thousand





     

     

    

(100,000)
shares of common
stock of the
Company at a
strike price determined
by the closing price
of the common
stock on the
date of such
grant.


 


If
your board service
is terminated or
ends for any
reason, all granted
Options that have not
been exercised, shall
be exercisable by
you any time
within six (6)
months of the termination
of your board
position (the “Termination
Exercise Period”). Any
Options that are not
exercised within the
Termination Exercise Period,
shall expire immediately.


 


1.2.1
Term of Options.
All Options shall
be in effect
for a period
of 10 years
commencing immediately after the granting
of all Options
granted to you
under this letter
of appointment, and shall
expire immediately thereafter,
unless terminated sooner
as provided in
Section 1.2. Without derogating
from the aforesaid,
if the Plan
that shall be
approved by the
Company shall include additional
provisions related to
expiration of Options,
such provisions shall
also apply with respect to
all Options granted to you
under this letter of appointment.


 


1.2.1a
 Vesting. All
Options granted to
you shall vest
as provided in
Section 1.2.


 


1.2.1b
Price. The exercise
price of the
Options shall be
equal to the
Company’s stock price on
the date of
your appointment.


1.2.1c
General. All options
granted to you
shall be in
effect subject to
your continuous service as
a Director and
subject to the
terms and conditions
of the Company’s Stock
Option Plan (the
“Plan”), including such
terms related to
vesting and expiration, and
subject to such
terms and conditions
as will be
approved by the Company,
at its sole
discretion. In case
of contradiction between
the provisions of
this letter of appointment
and the provisions
of the Plan,
the provisions of
the Plan shall supersede.


 


1.2.1d
Certain Representations. You
represent and agree
that you are
accepting the shares of
common stock being
issued to you
pursuant to this
Agreement for your
own account and not
with a view
to or for
sale of distribution
thereof. You understand
that the securities are
restricted securities and
you understand the
meaning of the
term “restricted securities.”
You further represent
that you were
not solicited by
publication of any advertisement
in connection with
the receipt of
the shares and
that you have consulted
tax counsel as
needed regarding the shares.


 


1.3  Company
agrees to reimburse you
for out-of-pocket expenses
incurred by you in connection
with your service
(including out-of-pocket expenses, transportation,
and first-class airfare on
company business, provided
that such expenses
are against original
and valid receipts (the
“Expenses”).


 


1.4 
Payment of the
Expenses, as applicable,
shall be made
against your itemized
invoice following the receipt
of the relevant
invoice, which invoice
shall be submitted
to the Company within
seven (7) days
of the end
of each calendar
month during the
term of this letter
of appointment.


 


1.5  For
the avoidance of any
doubt, the Fee
and the Options
(subject to their
terms) and the aforementioned
Expenses constitute the full
and final consideration
for your appointment, and
you shall not
be entitled to
any additional consideration,
of any form,
for your appointment and
service.




     

     

    

 


2.  The
 term  of 
your appointment  as  a 
non-employee,  director  of 
the Company shall be
for one year
or until the
next Meeting of
Stockholders and shall
be renewable on a
yearly basis by
vote of the
shareholders or appointment
by the board.


 


3.  You
will undertake such travelling
as may reasonably
be necessary for
the performance of your
duties, including travelling
for board meetings
and site visits
if required.


 


4.  You
will undertake such duties
and powers relating
to the Company
and any subsidiaries or
associated companies (the
“Group”) as the Board may
from time to
time reasonably request.
The Board as
a whole is
collectively responsible for
promoting the success of
the Company by
directing and supervising
the Company’s affairs,
inter alia, as
follows:


 


4.1            
Providing entrepreneurial leadership of
the Group within
a framework of prudent
and effective controls
which enable risk
to be assessed
and managed; and


 


4.2            
Setting the Group’s
strategic aims, ensures
that the necessary
financial and human resources
are in place
for the Group
to meet its
objectives and reviews
of management performance; and


 


4.3            
Setting the Group’s
values and standards
and ensure that
its obligations to
its shareholders and others
are understood and
met.


 


		4.3.1	Managing
                                         conflicts of
                                         interest that
                                         may arise
                                         in board
                                         meetings; and



 


		4.3.2	Ensuring
                                         that all
                                         board members
                                         are acting
                                         in the
                                         best interests
                                         of all shareholders.



 


5.
Confidential Information.


5.1  You
undertake to the
Company that you
shall maintain in
strict confidentiality all trade,
business, technical or
other information regarding
the Company, the
Group, its affiliated entities
and their business
affairs including, without
limitation, all marketing,
sales, technical and business know-how,
intellectual property, trade
secrets, identity and requirements
of customers and
prospective customers, the
Company’s methods of doing
business and any
and all other
information relating to
the operation of
the Company (collectively, the
“Confidential Information”). You shall
at no time
disclose any Confidential Information
to any person,
firm, or entity,
for any purpose
unless such disclosure
is required in order to fulfil your responsibilities as director. You further
undertake that you shall not use such Confidential Information for personal gain.


 “Confidential
Information” shall not include
information that (i) is
or becomes part of
the public domain other than as a result of disclosure
by You, (ii) becomes available to you
on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information
by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal
or other obligation, or (iii)
can be proven
by you to
have been in
your possession prior
to disclosure of the
information by the
Company. In the
event that you
are requested or
required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand
or other process)
to disclose any
Confidential Information, it
is agreed that you, to the extent practicable under the circumstances, will
provide the Company with prompt  notice  of
 any  such 
request or  requirement so  that
 the Company  may 
seek  an appropriate protective order
 or  waive compliance with this paragraph
 5. If a protective order
or the receipt of
a waiver hereunder has
not been obtained, you
may disclose only that
portion of the
Confidential Information which
you are legally
compelled to disclose.



     

     

    




5.2    Blackout
Period. You understand
that we have,
or intend to
have, a policy
pursuant to which no officer,
director or key
executive may not
engage in transactions in
our stock during the
period commencing the
end of a
fiscal quarter and
ending the day
after the financial information
for the quarter
and year have
been publicly released.
If you become
a member of the
audit committee and
you have information
concerning our financial
results at any
time, you may not
engage in transactions
in our securities
until the information
is publicly disclosed.


 


6.
Term and
Termination





6.1   Subject
to paragraph 6.2
hereunder, this appointment
shall terminate immediately
and without claim for
compensation on the
occurrence of any
of the following
events:


 


6.1.1      
If you resign
as a Director
of the Company
for any reason;
and/or


 


6.1.2      
If you are
removed or not
re-appointed as a
Director of the
Board of the Company
at a General
Meeting of shareholders
of the Company
in accordance with
the requirements of the
Business Corporation
Law of the
State of Nevada
and/or any other
applicable law or
regulation (the "Law")
and/or the Company's
Articles of Incorporation; and/or


 


6.1.3      
If you have
been declared bankrupt
or made an
arrangement or composition with
or for the
benefit of your
creditors; and/or


 


6.1.4      
If you have
been disqualified from
acting as a
Director (including, but
not limited to, an
event in which
you are declared
insane or become
of unsound mind
or become physically incapable
of performing your
functions as director
for a period
of at least sixty
(60) days; and/or


 


		6.1.5	If
                                         an order
                                         of a
                                         court having
                                         jurisdiction over
                                         the Company
                                         requires you
                                         to resign.



6.2   Any
termination of this
letter of appointment
shall be without
payment of damages
or compensation (except that you
shall be entitled
to any accrued
Fees or Expenses
properly incurred under the
terms of this
letter of appointment
prior to the
date of such
termination).


 


7.  The
Company will put
directors’ and officers’
liability insurance in place
within sixty


(60)
days of this
Agreement if not
already in place,
and will use
commercial reasonable efforts to
maintain such insurance
coverage for the
full term of
your appointment.


 


8. 
On termination of
this appointment, you
shall return all
property belonging to
the Group, together with
all documents, papers,
disks and information,
howsoever stored, relating to
the Group and
used by you
in connection with
your position with
the Company.


 


9.   Subject
to the proper
performance of your
obligations to the
Company under this
letter of appointment and
any applicable law,
the Company agrees
that you will
be free to
accept other appointments, directorships
and chairmanships provided that:




     

     

    

 


9.1            
They
do not in
any way conflict
with the interests
of  the  Company 
or  any member
of the Group;
and


 


9.2            
They
do not restrict
you from devoting
the necessary time
and attention properly
to services to
be performed under
this letter of
appointment; and


 


9.3         
In the event that
you become aware
of any potential
conflicts of interest,
these must be
disclosed to the
Board and/or the
Chief Executive Officer
(the "CEO") of
the Company as soon as they become apparent.


 


10.  The
performance of individual
Directors, the Chairman
and the Board
and its committees
is evaluated annually.
If, in the
interim, there are
any matters which
cause you concern
about your position,
you should discuss
them with the
Board and/or the
CEO as soon
as is appropriate.


 


11.   In
addition to any
right pursuant to
applicable law, occasions
may arise when
you consider that
you need professional
advice in the
furtherance of your
duties as a
director. Circumstances may
occur when it
will be appropriate
for you to
seek such advice
from independent advisors
at the Company’s expense,
to the extent provided under applicable
law and subject to the  prior written approval
of the CEO and/or the Board.


 


12.   This
letter refers to
your appointment as
a Director of
the Company and
your (possible) membership
on the committees
of the Board.


 


13.    You
shall ensure that
you comply at
all times with
the Company’s inside
trading policies as
in effect from
time to time.


 


14.     You
shall discharge your
general duties as
a Director pursuant
to the Company's
Articles of Incorporation
and applicable law.


 


15.     This
letter of
appointment shall
be governed
by and
construed in
accordance with
the law
of the
State of
Massachusetts.


Please
sign the attached
copy of this
letter and return
it to Xenetic
to signify your
acceptance of the
terms set out
above.


 


Sincerely
yours,


 


XENETIC
BIOSCIENCES INC.


 


 





 


/s/
M. Scott Maguire





Name:
M. Scott Maguire
Title: Chief Executive
Officer


 


AGREED
AND ACKNOWLEDGED
BY:


 


 


/s/
Roger D. Kornberg


Name
of Director:
Roger D.
Kornberg