Exhibit 10.7


 


FORM OF


FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


This First Amendment
to Securities Purchase Agreement (this “Amendment”) is dated as of November [__], 2015 between Xenetic Biosciences,
Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (the
“Purchaser”).


 


WHEREAS, the Company
and the Purchaser are parties to that certain Securities Purchase Agreement, dated as of June 9, 2015 (as the same is being amended
by this Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time
to time, the “Securities Purchase Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Securities Purchase Agreement), pursuant to which the Purchaser purchased from
the Company a $3 million Ten Percent (10%) Senior Secured Collateralized Convertible Promissory Note and the Company issued to
the Purchaser a Common Stock Purchase Warrant to purchase up to 10 million shares of common stock of the Company, par value $0.01
per share.


 


WHEREAS, the Company,
the Purchaser and AS Kevelt, a subsidiary of the Purchaser, have entered into the Asset Purchase Agreement, pursuant to which the
Company will purchase certain assets of AS Kevelt and, as part of the transactions contemplated thereby, Purchaser will purchase
from the Company, in installments, one or more additional Ten Percent (10%) Senior Secured Collateralized Convertible Promissory
Notes (the “New Note”) and the Company will issue to the Purchaser one or more additional Common Stock Purchase
Warrants to purchase up to an aggregate 11,666,667 shares of common stock of the Company, par value $0.01 per share (the “New
Warrant”).


 


WHEREAS, the parties
have agreed to amend certain provisions of the Securities Purchase Agreement, to reflect the purchase of the New Note and the issuance
of the New Warrant.


 


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


 


ARTICLE I.


Amendments


 


1.1          Amendments.


 


(a)          The
definition of “Note”, “Registration Rights Agreement”, “Security Agreement”, “Subsidiary
Guarantee”, “Securities”, “Transaction Documents” and “Warrant” in Section 1.1. of the
Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following:


 


“Note”
means the Original Note and the New Note.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchaser,
in the form of Exhibit B attached hereto, as such may be amended from time to time.


 






    	1



    	 



    

 


“Securities”
means the Note, the Warrant, the Underlying Shares and the Parent New Shares (as defined in the Asset Purchase Agreement).


 


“Security
Agreement” means the Security Agreement, dated the date hereof, among the Company and the Purchaser, in the form of Exhibit
E attached hereto, as such may be amended from time to time.


 


“Subsidiary
Guarantee” means the Subsidiary Guarantee, dated the date hereof, by each Subsidiary in favor of the Purchaser, in the
form of Exhibit F attached hereto, as such may be amended from time to time.


 


“Transaction
Documents” means this Agreement, the Note, the Registration Rights Agreement, the Security Agreement, the Subsidiary
Guarantee, the Warrant, the Asset Purchase Agreement, and all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.


 


“Warrant”
means the Original Warrant, the New Warrant and the Management Warrants, provided however, no additional warrants shall be issuable
pursuant to Section 2.1 or 2.5 of the Securities Purchase Agreement with respect to the Management Warrants.


 


(b)          The
following definitions are hereby added to Section 1.1 of the Securities Purchase Agreement in the appropriate alphabetical order:


 


“Additional
Closing Date” means the date of this Amendment.


 


“Asset
Purchase Agreement” means that certain Asset Purchase Agreement, dated as of November
[__], 2015, as amended, among AS Kevelt, OJSC Pharmsynthez, Xenetic Biosciences, Inc. and Lipoxen Technologies, Ltd.


 


“Management
Warrants” means the Common Stock Purchase Warrant, with a five (5) year term and subject to cashless exercise, issued
to certain members of management of the Purchaser on the date of this Amendment, in the form of Exhibit B attached to this
Amendment, provided however, no additional warrants shall be issuable pursuant to Section 2.1 or 2.5 of the Securities Purchase
Agreement with respect to the Management Warrants.


 


“New
Note” means that certain Ten Percent (10%) Senior Secured Collateralized Convertible Promissory Note or Notes issued
by the Company, in installments, as set forth on Schedule 1 hereto, in the form of Exhibit A attached to this Amendment.


 


“New
Warrant” means the Common Stock Purchase Warrant or Warrants, with a five (5) year term and subject to
cashless exercise, issued to the Purchaser on the date of this Amendment, in the form of Exhibit B attached to this
Amendment, and any additional warrants issuable pursuant to Sections 2.1 of the Securities Purchase Agreement or this
Amendment or Section  2.5 of the Securities Purchase Agreement, as applicable.


 






    	2



    	 



    

 


“Original
Note” means that certain amended and restated Ten Percent (10%) Senior Secured Collateralized Convertible Promissory
Note issued by the Company to the Purchaser on July 1, 2015, in the form of Exhibit C attached to this Amendment.


 


“Original
Warrant” means that certain amended and restated Common Stock Purchase Warrant, with a five (5) year term and subject
to cashless exercise, issued to the Purchaser on July 1, 2015, in the form of Exhibit D attached to this Amendment, and
any additional warrants issuable pursuant to Sections 2.1 or 2.5 of the Securities Purchase Agreement, as applicable.


 


(c)          Section 4.9 of the Securities Purchase Agreement is hereby amended by deleting subsection (a) thereof and replacing it with
“[reserved]”.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1          Purchase. The Purchaser will purchase such additional principal amounts of New Notes as set forth on Schedule
1 hereto. Additionally, along with each New Note, the Company shall issue to Purchaser a New Warrant to purchase a number of
shares of the Company’s common stock equal to 50% of the number of shares issuable under the New Note as of the Additional
Closing Date. The New Warrant granted shall be in the form and on the terms as attached hereto as Exhibit B. Further, on
the Closing Date of the Asset Purchase Agreement, the Company shall issue to Purchaser the Parent New Shares (as defined in the
Asset Purchase Agreement). In the event that a Purchaser’s New Note remains outstanding as of the Outside Date (as defined
in the Asset Purchase Agreement), the Purchaser shall be granted an additional New Warrant to purchase an additional number of
shares of the Company’s common stock equal to 50% of the number of shares issuable under the New Note as of the Additional
Closing Date. Further, the Company shall issue the Management Warrants in accordance with Section 2.05 of the Asset Purchase Agreement.
The Management Warrants granted shall be in the form and on the terms as attached hereto as Exhibit C.


 


2.2          Closing. Concurrent with the execution of this Amendment, the Company agrees to sell, and the Purchaser agrees to
purchase, the Purchaser’s Closing Subscription Amount as set forth on the signature page hereto executed by the Purchaser.
At the Closing, the Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds
equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the
Company shall deliver to the Purchaser its New Note and New Warrant.


 


2.3          Reaffirmation.


 


(a)          This Amendment has been duly executed and delivered for the benefit of or on behalf of each of the Company and the Purchaser
and constitutes, in all material respects, a legal, valid and binding obligation of each of the Company and the Purchaser, enforceable
against such party in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors’ rights and remedies in general.


 






    	3



    	 



    

 


(b)          After giving effect to this Amendment, the representations and warranties contained in the Securities Purchase Agreement
and the other Transaction Documents are true and correct in all material respects.


 


(c)   
Except as set forth expressly herein, all terms of the Securities Purchase Agreement, as amended hereby, and the other Transaction
Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations
of the Company and the Purchaser.


 


 


(Signature Pages
Follow)


 


 


 


 


 






    	4



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	
        XENETIC BIOSCIENCES,
        INC.

         

         
	
        Address for Notice:

        Xenetic Biosciences, Inc.

        99 Hayden Avenue, Suite 230

        Lexington, Mass. 02421

        E-mail: s.maguire@xeneticbio.com

        Attention: Scott Maguire, CEO

	
        By:___________________________________

              Name: M. Scott Maguire

              Title: Chief Executive Officer

        With a copy to (which shall not constitute notice):
	Fax: 781-538-4327
	
         

        Taft, Stettinius & Hollister LLP

        111 E. Wacker Drive, Suite 2800

        Chicago, IL 60601

        Facsimile: 312-275-7569

        E-mail: mgoldsmith@taftlaw.com

        Attention: Mitchell D. Goldsmith, Esq.

         

         
	 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 






    	5



    	 



    

 


[PURCHASER
SIGNATURE PAGE TO AMENDMENT]


 


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


 


Name of Purchaser: OJSC “Pharmsynthez”


 


Signature of Authorized Signatory of Purchaser:
__________________________________


 


Name of Authorized Signatory: Peter V. Kruglyakov


 


Title of Authorized Signatory: Chief Executive
Officer


 


Email Address of Authorized Signatory:
pkruglyakov@pharmsynthez.com


 


Facsimile Number of Authorized Signatory: 7 (812) 329 8089


 


Address for Notice to Purchaser: Office center “IT-Park”,
25 Liter ZH, Krasnogo Kursanta ul.,


St. Petersburg , 197110 , Russia


 


Address for Delivery of Securities to Purchaser (if not same as
address for notice): Office center “IT-Park”, 25 Liter ZH, Krasnogo Kursanta ul.,


St. Petersburg , 197110 , Russia


 


 


Subscription Amount/Principal Amount: US $[_],000,000


 


 


 


Individual Taxpayer Number: 7801075160


 






    	6



    	 



    

 


Schedule 1


 


Purchaser will purchase
up to $3.5 million of New Notes based on the following schedule:


 


		1.	Within five (5) Business days following the execution of the Asset Purchase Agreement, Purchaser
will purchase $1.5 million of New Notes.



 


		2.	Within five (5) Business days of written notice from the Company to Purchaser (provided such notice
shall be delivered on or after December 1, 2015) but no later than December 31, 2015, Purchaser will purchase an additional $1
million of New Notes.



 


		3.	Within five (5) Business days of written notice from the Company to Purchaser (provided such notice
shall be delivered on or after February 1, 2016) but no later than February 28, 2016, Purchaser will purchase an additional $1
million of New Notes.



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	7