0001683168-19-002001 Sample Contracts

COMMON STOCK PURCHASE WARRANT
Xenetic Biosciences, Inc. • June 25th, 2019 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning December [ ], 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [·], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), up to [·] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For the avoidance of doubt, the number of Warrant Shares issuable hereunder, and the initial Exercise Price, give effect to that certain 1:[ ] reverse stock split that took effect on June [ ], 2019.

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CONSENT AGREEMENT
Consent Agreement • June 25th, 2019 • Xenetic Biosciences, Inc. • Pharmaceutical preparations

This Consent Agreement (this "Consent Agreement"), dated as of June 24, 2019, is by and among Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

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