Non-Employee Director Compensation Policy, as amended January 3, 2019

Cash Compensation. Each Non-Employee Directors will receive the following cash compensation:

All Non-Employee Directors. Each Non-Employee Director will receive annual cash compensation in an amount equal to $ 40,000, accruing and payable on a quarterly basis at the end of each calendar quarter of service, as an annual retainer for his or her Board service.

Chair or Executive Chair of the Board. In addition to the compensation provided under any other provision of this Policy, the chairperson or executive chairperson of the Board will receive annual cash compensation in an amount equal to $30,000, accruing and payable on a quarterly basis at the end of each calendar quarter of service, as an annual retainer for his or her service as chairperson or executive chairperson of the board of directors; provided that the total cash compensation to be received by the chairperson or executive chairperson of the Board for services on the Board and all committees thereof shall be capped at $70,000.

Audit Committee Chair/Member. In addition to the compensation provided under any other provision of this Policy, the chairperson of the Audit Committee will receive annual cash compensation in an amount equal to $15,000 and each other member of the Audit Committee will receive annual cash compensation in an amount equal to $7,500, accruing and payable on a quarterly basis at the end of each calendar quarter of service, as an annual retainer for his or her service as chairperson or member, as applicable, of the Audit Committee.

Compensation Committee Chair/Member. In addition to the compensation provided under any other provision of this Policy, the chairperson of the Compensation Committee will receive annual cash compensation in an amount equal to $12,500 and each other member of the Compensation Committee will receive annual cash compensation in an amount equal to $5,000, accruing and payable on a quarterly basis at the end of each calendar quarter of service, as an annual retainer for his or her service as chairperson or member, as applicable, of the Compensation Committee.

Nominating and Corporate Governance Committee Chair/Member. In addition to the compensation provided under any other provision of this Policy, the chairperson of the Nominating and Corporate Governance Committee will receive annual cash compensation in an amount equal to $10,000 and each other member of the Nominating and Corporate Governance Committee will receive annual cash compensation in an amount equal to $3,500, accruing and payable on a quarterly basis at the end of each calendar quarter of service, as an annual retainer for his or her service as chairperson or member, as applicable, of the Nominating and Corporate Governance Committee.

Equity Compensation. Each Non-Employee Director will receive the following equity awards under the Company’s 2014 Equity Incentive Plan (the “Plan”) as consideration for service on the Board. Each equity award granted under this Policy will be made in accordance with the Plan and will individually be approved by the Board or the Compensation Committee. Vesting of all equity awards granted under this Policy is subject to the applicable Non-Employee Director’s “Continuous Service” (as defined in the Plan) from the date of grant through each applicable vesting date. Each equity award granted under this Policy will be granted with an exercise price (if applicable) equal to the fair market value of the Company’s common stock on the date of grant and will be subject to the Company’s standard form of Option Agreement, as most recently adopted by the Board or Compensation Committee for use under this Policy.

Annual Equity Awards. Annual Equity Awards. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director options to acquire 7,500 shares of common stock, vesting 1/12th per month with full vesting, if not fully vested at such time, on the date of the Aravive Inc.'s next annual meeting of stockholder. Such annual equity awards will ordinarily be approved in conjunction with the annual stockholder meeting.

Expenses. The Company will reimburse Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board meetings.

Philosophy. This Policy is designed to attract and retain experienced, talented individuals to serve on the Board. The Board, or a duly authorized committee thereof, will generally review director compensation on an annual basis. This Policy, as amended from time to time, may take into account the time commitment expected of Non-Employee Directors, best practices in board member compensation, the economic position of the Company, broader economic conditions, market rates of board member compensation, historical compensation structure, the advice of the compensation consultant that the Compensation Committee or the Board may retain from time to time, and the potential dilutive effect of equity awards on our stockholders. Under this Policy, Non-Employee Directors receive cash and equity compensation to recognize their day to day contributions, recognizing the level of responsibility as well as the necessary time commitment involved in serving in a leadership role and/or on committees. Consistent with our philosophy on executive compensation, we believe that stock ownership by Non-Employee Directors provides an incentive to act to maximize long-term stockholder value instead of short-term gain. Further, we believe that stock-based awards are essential to attracting and retaining talented Board members. When options are granted, these options have an exercise price that is not less than the fair market value of the Company’s common stock on the date of grant, so that options provide a return only if the fair market value appreciates over the period in which the option vests and remains exercisable.