Exhibit 10.3


 





 


VOTING AGREEMENT


 


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 as signatory hereto (the “Stockholder”). 


 


WHEREAS, the
parties hereto desire to provide for certain rights and obligations of the Stockholder on and after the date hereof.


 


WHEREAS, the
Company has executed that certain Share Purchase Agreement, dated as of the date hereof (as the same may be amended, modified,
supplemented, refinanced or replaced from time to time, the “Share Purchase Agreement”), by and among the Company,
Hesperix SA, a Swiss corporation, and certain other parties thereto.


 


WHEREAS, the
Company has executed that certain Assignment Agreement, dated as of the date hereof (as the same may be amended, modified, supplemented,
refinanced or replaced from time to time, the “Assignment Agreement”), by and among the Company and the Stockholder.


 


WHEREAS, the Stockholder, either
itself or through its affiliates, beneficially owns and has sole or shared voting power with respect to the number of voting shares
of the Company indicated opposite the Stockholder’s name on Schedule 1 attached hereto. 


 


WHEREAS,
as a condition and an inducement to the Company’s willingness to enter into the Assignment Agreement, the Stockholder has
agreed to entered into this Agreement with the Company.


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


ARTICLE I


 


DEFINITIONS


 





Capitalized terms not otherwise defined
shall have the meanings specified in the Assignment Agreement.


 


ARTICLE II



VOTING AGREEMENT


 


2.1.          Voting in Connection with the Assignment Agreement.


 


For the period commencing
on the date hereof until the earlier of (i) the closing of the transactions contemplated by the Assignment Agreement, (ii) such
date and time as the Assignment Agreement shall be terminated pursuant to Article VIII thereof or otherwise, and (iii) upon mutual
written agreement of the Company and the Stockholder, the Stockholder covenants and agrees to vote (or cause to be voted) or deliver
a written consent (or cause a written consent to be delivered) all voting securities of the Company owned or held by such Stockholder,
directly or indirectly, as of the date hereof and all shares subsequently acquired by such Stockholder by any means, including,
without limitation, upon exercise of any stock option, warrant or similar purchase right, in favor of (v) the approval and adoption
of the Assignment Agreement and the Share Purchase Agreement and the Transactions contemplated thereby, (w) the approval of the
Domestication (as defined in the Assignment Agreement), to the extent Company, in its discretion, determines that such Domestication
will be effectuated, (x) the approval of the Buyer Financing (as defined in the Assignment Agreement), (y) the election of Dr.
Alexey Vinogradov to the board of directors of the Company, and (z) the approval of the issuance of Transaction Shares (as defined
in the Assignment Agreement) in connection with the transactions contemplated by the Assignment Agreement and issuance of the Company
Common Stock in connection with the Share Purchase Agreement as necessary under the rules and regulations of Nasdaq.


 


2.2.          Voting
of Directors.


 


For the period commencing
on the closing of the transactions contemplated by the Assignment Agreement and until the earlier of (i) the date on which the
Stockholder no longer beneficially owns equity stock of the Company and (ii) the mutual written agreement of the Company and the
Stockholder, the Stockholder covenants and agrees to vote or cause to be voted, or consent or cause to be consented, all voting
securities of the Company beneficially owned (as such term is defined under the Rule 13d-3 under the Securities Exchange Act of
1934, as amended), by such Stockholder, directly or indirectly from time to time and at all times, in favor of the slate of nominees
recommended by the board of directors of the Company for election as directors during the term of this Agreement, whether such
matter is brought before any meeting of the stockholders of the Company however called, proposed to be taken by written consent
of the stockholders of the Company or otherwise.


 


 


 






    	 	1	 



     

    

 


ARTICLE III



MISCELLANEOUS


 


3.1.          Successors and Assigns; Beneficiaries.


 


Except as otherwise provided
herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable
by the respective successors and permitted assigns of the parties hereto and any of their respective successors and permitted assigns.
This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment,
without such consents, will be null and void.


 


3.2.          Amendment and Modification; Waiver of Compliance.


 


(a)              
This Agreement may be amended only by a written instrument duly executed by the Company and the Stockholder, to amend this
Agreement.


 


(b)              
Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by
the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement
or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.


 


3.3.          Notices. 


 


Any
notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by facsimile, or first class mail, or by Federal Express,
United Parcel Service or other similar courier or other similar means of communication (i) to the Stockholder, at its address set
forth on Schedule 1 hereto, as applicable, or (ii) to the Company, to:


 


Xenetic Biosciences, Inc.


40 Speen Street, Suite 102


Framingham, MA 01701


Attn: Special Committee


     Jeffrey F. Eisenberg, Chief
Executive Officer


 


with a copy to:


 


Akerman LLP

98 Southeast Seventh Street


Suite 1100


Miami, Florida 33131


Facsimile: (305) 374.5095


Email: Teddy.Klinghoffer@akerman.com


      Andrea.Fisher@akerman.com


Attn: Teddy D. Klinghoffer, Esq.


      Andrea Fisher, Esq.


 


or, in each case, to such other address
as such party may designate in writing to the other parties by written notice given in the manner specified herein.


 


 


 






    	 	2	 



     

    

 


3.4.          Specific
Performance.


 


Each party hereto acknowledges
and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed
and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may
be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.


 


3.5.          Entire Agreement.


 


The provisions of this
Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement
among the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and memoranda
and undertakings among the parties hereto with regard to such subject matter.


 


3.6.          Severability.


 


If any provision of this
Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid
or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof
shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction
such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of
such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.


 


3.7.          Governing Law.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of Nevada without regard to conflicts of law principles thereof.


 


3.8.          Waiver of Jury Trial.


 


EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES OR ANY OF THEM IN RESPECT OF THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
(iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS
SECTION. EACH PARTY AGREES THAT THE OTHER MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


3.9.         Counterparts.


 


This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.


 


3.10.       Further Assurances.


 


At any time or from time
to time after the date hereof, the parties hereto agree to cooperate with each other, and at the request of any other party, to
execute and deliver any further instruments or documents and to take all such further action as any other party may reasonably
request in order to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties
hereunder.


 


 


* * * * *


 


 


 






    	 	3	 



     

    

 


 


IN WITNESS WHEREOF,
each of the undersigned has signed this Agreement as of the date first above written.


 





	 	COMPANY:
	 	 
	 	Xenetic Biosciences, Inc.
	 	 
	 	By: /s/ Jeffrey F. Eisenberg
	 	Name: Jeffrey F. Eisenberg
	 	Title: CEO
	 	 
	 	 
	 	STOCKHOLDER:
	 	 
	 	OPKO PHARMACEUTICALS, LLC
	 	 
	 	 
	 	By: /s/ Dr. Phillip Frost
	 	Name: Dr. Phillip Frost
	 	Title:Chairman & Chief Executive Officer



  


 


 


 


 


 


 


[Signature Page to Voting Agreement]


 


 


 






    	 	4	 



     

    

 


 





SCHEDULE 1


 


STOCKHOLDERS


 


 


	Stockholder	Address	Number of Shares Owned
	OPKO PHARMACEUTICALS, LLC	4400 Biscayne Boulevard, Miami, FL 33137, USA	402,215


 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	5