Xenetic
Biosciences,
Inc. 

                           Ledgemont
Research
Ctr 

                           Hayden
Avenue

                           Lexington,
MA 02421

                           United
States


t
781-778-7722


e
 info@xeneticbio.com
















November
18, 2016
Dr. Edward
J. Benz


20
Beacon Street,
Unit 4


Boston,
MA 02108


 


Re:
Board
of Directors
Appointment Dear
Ed:


This
Letter Agreement
(the “Agreement”)
is to
confirm the terms of
your proposed
appointment on
November 18
2016 (the
“Effective Date”)
as a non-employee
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. 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
                                         in arrears
                                         (the “Board
                                         Meeting Fee”)
                                         will be
                                         the cash
                                         compensation for
                                         your role
                                         as a director,
                                         as well as
                                         any of our board committees,
                                         as chair or as
                                         a member,
                                         you may participate.



 


		1.2	Stock
                                         Option.
                                         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),
                                         an option
                                         to purchase
                                         25,000 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”). This
                                         option shall be
                                         exercisable as provided
                                         herein and shall
                                         vest quarterly over
                                         twelve months so
                                         long as
                                         you are a member
                                         of our board of
                                         directors. An additional
                                         option shall be
                                         granted for service
                                         each year
                                         as determined
                                         by the
                                         board of
                                         directors upon recommendation
                                         of the compensation
                                         committee.



 


If
your board
service is
terminated or
ends for
any reason,
all granted
Options that
have not
vested -
shall be
forfeited, and
any Options
that have
vested, but
have not
been exercised, may be exercisable
by you any time within
three (3) 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.
 Term
 of
 Options.
 All
 Options,
if and
to the
extent vested
according to
Section 1.2   above,
shall be
in effect
for a
period of
10
years commencing
immediately
after the
vesting
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.


 


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


 


1.2.2       
Price. The
exercise price
of the
Options shall be
equal to the
Company’s closing
stock price
on the
date of
your appointment.


1.2.3      
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.


 


1.2.4       
Certain Representations.
You represent
and agree
that you
are accepting
the option
to purchase
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
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.




    	 	2	 



    	 	 



    

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.



    	 	3	 



    	 	 



    




 


6.            Term and Termination


 


6.1           Subject to
paragraph Error!
Reference source
not
found. 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




    	 	4	 



    	 	 



    

9.3           
In the
event that
you become
aware of any
potential conflicts
of interest,
these must
be disclosed
to the Chairman
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 Chairman 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 future
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/
Edward J. Benz


Name
of Director: Edward J. Benz, MD



    	 	5