July
1, 2016


 


Curt
Lockshin


[Street]


[City
and State or Province]



 


Dear
Curt:


 


On
behalf of VBI
Vaccines Inc. (the “Company”),
I am pleased to offer
you continued at
will employment as
the Chief
Technology Officer of
the Company,
reporting directly to
the Chief Executive Officer,
subject to
the terms of this offer letter.


 


1. Term:
You understand and agree that you will be subject to
an evaluation period which
you agree began on May 9,
20 16 and will
continue for 180 days, through November 5, 2016 (the “Evaluation Term”).
The Evaluation Term
may be extended at the discretion of the Company’s Board
of Directors (the
“Board”).


 


2.
Salary: During the Evaluation
Term, the Company will
pay you a monthly salary
of $18,750 in accordance
with the Company’s standard payroll
policies (subject to applicable required withholding). If
the Evaluation Term
is extended, your
salary will be
reviewed by the Board and, if
the Board determines that an increase
is appropriate , an increase
will be made and
will be
retroactive to May 9, 2016.


 


3. Bonus:
The determination by the Board with respect to the
payment of a bonus, if
it is determined that a bonus is merited , will be
final and binding. Any bonus for a
fiscal year will typically
be paid no later than
March 15 following that fiscal year, but only if you are still employed
by the Company at the time of payment.


 


4.
Benefits: As a regular employee
of the Company , you
will be
eligible to participate in Company-sponsored benefits, as
in effect from
time to time.


 


5. At-W ill Employment: Your
employment with the Company will remain “at
will,” meaning
that either you or the Board may terminate your
employment at any time, including during the Evaluation Term,
and for any reason, with or without cause. Any
contrary representations that may have been made to you are superseded by
this offer letter. Although your job
duties, title, compensation and benefits, as
we ll as the Company’s personnel
policies and procedures, may change from
time to time, the “at will” nature of
your employment may only be
changed in an express written agreement approved by
the Board and signed by
you and a duly authorized officer of
the Company (other than you).


 


6.
Severance Benefits:


 


(a) Conditions to
Receipt of Benefits. If the Company fails
to retain your services beyond the Evaluation Term, you
will be entitled to the benefits described in this paragraph 6. However, this paragraph
6 will not apply unless you (i) have
returned all Company property in
your possession, (ii) have resigned
as a member of the Company’s Board and from
the boards of directors of all of its subsidiaries,
to the extent applicable, and (iii) have executed
a general release of all claims that you
may have against the Company, its
subsidiaries or
their respective affiliated persons. The release
must be in the form prescribed
by the Company, without alterations. You
must execute and return the release on
or before the date specified by the
Company in the prescribed form (the “Release
Deadline”). If you
fail to return the release on or before the Release
Deadline, or if you revoke
the release, then you will not be
entitled to the benefits described in this paragraph 6.


 




    	 	 	 



     


    


 


(b) Severance
Benefit: If the Company
fails to retain your
services beyond the Evaluation
Term, then the Company
will pay to you
a severance benefit of
$56,250. The severance benefit will be
paid in 3 equal installments and in accordance
with the Company’s
standard payroll
procedures.


 


7. Exclusive
Services: The Company recognizes
that you currently provide services to
the businesses of Xenetic Biosciences,
Inc. and Guardum Pharmaceuticals , LLC. Irrespective of
the foregoing, during the term of your employment,
you agree that (i) you will devote as much of
your business time and attention to
the business of the Company as is necessary to
effectively discharge your duties as defined
by the Company’s Chief Executive Officer and the Board,
(ii) the Company will be entitled to all
of the benefits and
profits arising from or incident
to all such work services and advice, (iii) you will
not render commercial or professional services
of any nature, including as a founder, advisor, or a
member of the board of directors,
to any person or
organization, whether or not for compensation,
without the prior written consent of the Company in
its sole discretion, and
(iv) you will not directly or indirectly engage, invest in or
otherwise participate in any business (whether through a
corporation or other entity, an
individual or otherwise), that
is competitive in any manner with
the business of the Company; provided
however, nothing in this letter will prevent you from serving
on boards of charitable organizations (if notice is
given in writing to
the Company and such
positions do not adversely
or materially impact your performance of
your duties to the Company), or from owning no
more than l% of the outstanding
equity securities of a corporation whose stock is listed on
a national stock exchange.


 


8. Confidentiality;
Assignment of Inventions: You
agree to execute the Company’s
standard form of confidentiality and assignment of inventions agreement for employees promptly upon
your execution of this offer letter.


 


9.
Governing Law; Venue: This
offer letter and
your employment with the Company
shat I be construed, interpreted and
governed by the laws of
the Commonwealth of Massachusetts without giving effect to its conflicts
of law principles. Any dispute,
claim or controversy
arising out of or relating
to this offer letter or
your employment shall be
determined by legal action brought
in the state or federal courts located
in Suffolk County in the
Commonwealth of Massachusetts. To
this end, you agree to
personal jurisdiction in the Commonwealth
of Massachusetts.


 




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This
offer letter
expires on July
6, 2016 at 5 p.m.
Eastern
Time
if not executed and returned
to Company
before
such time.
This offer letter
constitutes the entire agreement
between
you
and the
Company,
superseding
all other agreements or understandings.
This letter,
along with
any agreements relating
to proprietary rights
between you
and the Company,
set
forth the
full and
complete agreement between
you
and
the Company regarding
your
employment and
supersede
any prior
representations
or agreements including,
but not
limited to, any
representations
made during
your recruitment,
interviews
or pre-employment negotiations,
whether written
or oral.
This letter,
including,
but not limited
to,
its at-will employment
provision,
may
not
be modified
or
amended
except by
a written agreement
signed
by the
Chief
Executive Officer of
the Company
and you.


 


	 	Sincerely,
	 	 	 
	 	VBI
    VACCINES INC., a corporation organized under the laws of British Columbia, Canada 
	 	 	 
	 	By:	/s/ Jeff Baxter
	 	 	Jeff Baxter
	 	 	Chief Executive
    Officer


 


	ACCEPTED:	/s/ Curt Lockshin	 
	 	Curt Lockshin	 
	 	 	 
	Date: 	1-July-2016	 


 




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