Exhibit 10.7


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (the “Agreement”) is made and entered into effective as of ___________________, 2020 (the “Effective
Date”), by and between Snehal Patel (the “Executive”) and Greenwich Lifesciences, Inc., a Delaware
corporation (the “Company”).


 


R E C I T A L S


 


Whereas,
the parties wish to enter into an employment agreement between the Executive and the Company on the terms and conditions contained
in this Agreement, which Agreement will supersede all prior agreements and understandings between the parties, oral or written,
with respect to the subject matter of this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained and the employment of Executive by the Company, the parties hereby agree
as follows:


 


1. Definition of
Terms. The following capitalized terms used in this Agreement, but not otherwise defined herein, shall have the following meanings:


 


(a) “Cause”
shall mean any of the following: (i) the commission of an act of fraud, embezzlement or material dishonesty which is intended to
result in substantial personal enrichment of Executive in connection with Executive’s employment with the Company; (ii) Executive’s
conviction of, or plea of nolo contendere, to a crime constituting a felony (other than traffic-related offenses); (iii)
Executive’s willful misconduct that is materially injurious to the Company; (iv) a material breach of Executive’s Confidentiality
Agreement (as defined in Section 14 below) that is materially injurious to the Company; or (v) Executive’s (1) material
failure to perform his duties as an officer of the Company, and (2) failure to “cure” any such failure within thirty
(30) days after receipt of written notice from the Company delineating the specific acts that constituted such material failure
and the specific actions necessary, if any, to “cure” such failure.


 


(b) “Change
of Control” shall mean the occurrence of any of the following events:


 


(i) the date on which
any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) obtains “beneficial ownership” (as defined in Rule 13d-3 of the Exchange Act) or
a pecuniary interest in fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities
(“Voting Stock”);


 


(ii) the consummation
of a merger, consolidation, reorganization, or similar transaction involving the Company, other than a transaction: (1) in which
substantially all of the holders of the Voting Stock immediately prior to such transaction hold or receive directly or indirectly
fifty percent (50%) or more of the voting stock of the resulting entity or a parent company thereof, in substantially the same
proportions as their ownership of the Company immediately prior to the transaction; or (2) in which the holders of the Company’s
capital stock immediately before such transaction will, immediately after such transaction, hold as a group on a fully diluted
basis the ability to elect at least a majority of the authorized directors of the surviving entity (or a parent company); or


 






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(iii) there is consummated
a sale, lease, license or disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries,
other than a sale, lease, license or disposition of all or substantially all of the consolidated assets of the Company and its
subsidiaries to an entity, fifty percent (50%) or more of the combined voting power of the voting securities of which are owned
by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such
sale, lease, license or disposition.


 


(c) “Disability”
means a physical or mental disability, which prevents Executive from performing Executive’s duties under this Agreement for
a period of at least 120 consecutive days in any twelve month period or 150 non consecutive days in any twelve month period.


 


(d) “Good Reason”
shall mean, without Executive’s express written consent, any of the following: (i) a significant reduction of Executive’s
duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior
to such reduction, or the removal of Executive from such position, duties or responsibilities; (ii) a reduction of Executive’s
compensation as in effect immediately prior to such reduction; (iii) a material breach by the Company of this Agreement or any
other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier
date that the Company has notice of such material breach); or (iv) the failure of the Company to obtain the written assumption
of this Agreement by any successor contemplated in Section 12 below. “Good Reason” shall not be deemed to exist, however,
unless (1) Executive shall have given written notice to the Company specifying in reasonable detail the Company’s acts or
omissions that Executive alleges constitute “Good Reason” within ninety (90) days after the first occurrence of such
circumstances and the Company shall have failed to cure any such act or omission within thirty (30) days of receipt of such written
notice, and (2) Executive actually terminates employment within sixty (60) days following the expiration of the Company’s
cure period as set forth above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably
waived by Executive.


 


2. Duties and Scope
of Position. During the Employment Term (as defined below), Executive will serve as Chief Executive Officer of the Company,
reporting to the Chairman of the Company, and assuming and discharging such responsibilities as are commensurate with Executive’s
position. During the Employment Term, Executive will provide services in a manner that will faithfully and diligently further the
business of the Company and will devote a substantial portion of Executive’s business time, attention and energy thereto.
Notwithstanding the foregoing, nothing in this Agreement shall restrict Executive from managing his investments, other business
affairs or operations and other matters or serving on civic or charitable boards or committees, provided, however,
that no such activities unduly interfere with the performance of his obligations under this Agreement, and further provided
that Executive shall honor the non-competition and non-solicitation terms as per Section 15 below. During the Employment
Term, Executive agrees to disclose to the Company those other companies of which he is a member of the Board of Directors, an executive
officer, or a consultant.


 






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3. Term. The
term of Executive’s employment under this Agreement shall commence as of the Effective Date and shall continue until December
31, 2021, unless earlier terminated in accordance with Section 9 hereof; provided, however, the term of Executive’s
employment hereunder shall be automatically extended for successive additional one (1) year periods unless the Executive or the
Company delivers to the other party a written notice of its/his intent not to renew the Employment Term (as defined below), such
written notice to be delivered at least sixty (60) days prior to the expiration of the then-effective Employment Term. The period
commencing as of the Effective Date and ending on December 31, 2021 or such later date to which the term of Executive’s employment
under the Agreement shall have been extended pursuant to this Section 3 is referred to herein as the “Employment
Term” and the last day of the Employment Term is referred to herein as the “Expiration Date.”


 


4. Base Compensation;
Equity Grant. The Company shall pay to Executive a base compensation (the “Base Compensation”) of $450,000
(four hundred fifty thousand dollars) per year payable in cash in accordance with the Company’s standard payroll policies.
In addition, each year during the Employment Term, Executive shall be reviewed for purposes of determining the appropriateness
of increasing his Base Compensation hereunder. For purposes of the Agreement, the term “Base Compensation” as
of any point in time shall refer to the Base Compensation as adjusted pursuant to this Section 4. Base Compensation will
be pro-rated based on the number of days Executive was employed by the Company during any given year. In addition, Executive will
be eligible for equity grants (the “Equity Grant”) in the form of stock or options or other equivalents as mutually
agreed upon by the Executive and the Board of Directors. As of the Effective Date, the Executive will continue to receive common
stock grants per the vesting schedule as approved by the Board of Directors and listed on Attachment D, Stock Grant For Services,
in the Board resolution dated September 30, 2019. The Executive may defer Base Compensation or Equity Grant at any time for any
reason at his sole discretion.


 


5. Target Bonus.
In addition to his Base Compensation and Equity Grant, Executive shall be given the opportunity to earn an annual bonus (the “Bonus”)
of up to 50% of Base Compensation. The Bonus shall be earned by Executive upon the Company’s achievement of performance milestones
for a fiscal year (in each case, the “Target Year”) to be mutually agreed upon by the Executive and the Board
of Directors of the Company (the “Board”) or its compensation committee (the “Compensation Committee”).
Such performance milestones shall be established by December 31 of the prior year of the Target Year. The Bonus for a Target Year
shall be paid before December 20 of the Target Year, even if the Executive is no longer employed by the Company at the time the
Bonus is due. In the event Executive is employed by the Company for less than the full Target Year for which a Bonus is earned
pursuant to this Section 5, Executive shall be entitled to receive a pro-rated Bonus for such Target Year based on the number
of days Executive was employed by the Company during such Target Year divided by 365 (the “Pro-Rated Bonus”).
The determinations of the Board or the Compensation Committee with respect to Bonuses will be final and binding. The Pro-Rated
Bonus for the 2020 Target Year will be guaranteed and will be paid before December 20, 2020. If the Phase III clinical trial for
GP2 is initiated before the end of 2020, an additional Bonus of $50,000 will be payable before the end of 2020. In 2021 and beyond
the Bonus will be based on the achievement of mutually agreed operating goals for that year. To be clear, a 100% achievement
of goals will result in a bonus payment of 50% of  salary. 


 






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In addition to the above
bonuses for 2020 and future Target Years, the Executive will be eligible for a Strategic Transaction Bonus. In the event the Company
consummates any Strategic Transaction involving the Company and a counter party, regardless of the size of the transaction, the
Company shall pay to the Executive a bonus payment of 5% of the Transaction Value (as defined below) paid or received by the Company
in the transaction, payable by the Company (within 5 business days) to the Executive in the form of consideration received by the
Company at the closing of the transaction. In the event any contingent consideration is agreed to be paid in connection with the
Strategic Transaction (such as, for example, consideration payable upon the fulfillment of some condition or event which may or
may not occur in the future), then such contingent consideration shall be included in the Transaction Value, and the Executive
shall be paid his bonus with respect to that contingent consideration as and when it is received by the Company, even if contingent
consideration is received after termination of employment or death of the Executive.


 


As used herein, Strategic
“Transaction Value” shall include any of the following up to closing or thereafter: (i) cash paid in the transaction,
(ii) the fair market value of any equity, equity-related, convertible, or debt securities issued, (iii) the fair market value of
any other property transferred, (iv) balance sheet indebtedness assumed in connection with the transaction, and (v) all technology
access/license fees, net royalty payments (total royalty payments paid to the Company minus total royalty payments paid by the
Company to other parties) after launch of any product, commercialization or any other milestone bonus payments to the Company by
a counter party or the converse up to closing or thereafter. If a closed Strategic Transaction is modified, extended, expanded
or replaced with another transaction or a replacement transaction at any time, including after the first Strategic Transaction
is terminated, then the Company shall make Bonus Payments based on the cumulative Transaction Value, which would include the Transaction
Value, as defined above, from all transactions.


 


Any Bonus will be payable
to the Executive if the performance milestones were achieved or Strategic Transactions were consummated (or “Earned”)
while the Executive was employed in any capacity (or if such Strategic Transaction was initiated by the Executive while employed
and was consummated within 18 months after termination of the Executive). If any Bonus was Earned pursuant to this Agreement, including
any Earned contingent or future payments related to a consummated Strategic Transaction, it will be payable even after the termination
of the Executive for any cause, and in addition, will be payable to the Executive’s estate or heirs upon his death.


 


6. Benefits.
Executive shall participate in all employee welfare and benefit plans and shall receive such other fringe benefits as the Company
offers to its senior executives and directors.


 






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7. Termination.


 


(a) Termination by
the Company. Subject to the obligations of the Company set forth in this Agreement, the Company may terminate Executive’s
employment at any time and for any reason (or no reason), and with or without Cause, and without prejudice to any other right or
remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement or otherwise. Notwithstanding
the foregoing, in the event the Company desires to terminate the Executive’s employment without Cause, the Company shall
give the Executive not less than sixty (60) days advance written notice. Executive’s employment shall terminate automatically
in the event of his death.


 


(b) Termination by
Executive. Executive may voluntarily terminate the Employment Term upon sixty (60) days’ prior written notice for any
reason or no reason. Executive may terminate the Employment Term for Good Reason by giving written notice of resignation for Good
Reason in accordance with the definition thereof set forth in Section 1(d) above. Termination by Executive pursuant to this
Section 7(b) shall be without prejudice to any right or remedy to which the Company or Executive may be entitled at law
or in equity or under this Agreement or otherwise.


 


(c) Termination for
Death or Disability. Subject to the obligations of the Company set forth in this Agreement and without prejudice to any other
right or remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement or otherwise, Executive’s
employment shall terminate automatically upon his death. Additionally, subject to the obligations of the Company in this Agreement
and without prejudice to any other right or remedy to which the Company or Executive may be entitled at law or in equity or under
this Agreement or otherwise, in the event Executive is unable to perform his duties as a result of Disability during the Employment
Term, the Company shall have the right to terminate the employment of Executive by providing written notice of the effective date
of such termination.


 


(d) Expiration of
Employment Term. Subject to the obligations of the Company set forth in this Agreement and without prejudice to any other right
or remedy to which the Company or Executive may be entitled at law or in equity under this Agreement or otherwise, Executive’s
employment hereunder shall terminate automatically upon the Expiration Date.


 






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8. Payments Upon
Termination of Employment.


 


(a) Termination for
Cause, Death or Disability, Termination by Executive without Good Reason or Expiration of the Term. In the event that Executive’s
employment hereunder is terminated during the Employment Term by the Company for Cause pursuant to Section 7(a), as a result
of Executive’s death or Disability pursuant to Section 7(c) or voluntarily by Executive without Good Reason pursuant
to Section 7(b) or upon expiration of the Employment Period, the Company shall compensate Executive (or in the case of death,
Executive’s estate) as follows: (i) on the date of termination the Company shall pay to the Executive, a lump sum amount
equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of
termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission
of proper expense reports by Executive or Executive’s estate, all expenses reasonably and necessarily incurred by Executive
in connection with the business of the Company prior to the date of termination; (iii) only in the event of Executive’s death
or Disability pursuant to Section 7(c) or in the event of the expiration of the Employment Period as a result of non-renewal
by the Company in accordance with Section 3 hereof, on the date that the Bonus for the Target Year in which the date of
termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of
the Pro-Rated Bonus for the Target Year in which the date of termination occurs.


 


(b) Termination by
Company Without Cause or by Executive For Good Reason. In the event that Executive’s employment is terminated during
the Employment Term by the Company without Cause pursuant to Section 7(a) or by Executive for Good Reason pursuant to Section
7(b), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive
a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the
effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months
following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection
with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in
which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment
date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive
executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company
and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”)
and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination,
the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within
five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse
Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance
Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate
in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at
the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without
Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also
shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period
applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later
taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or
Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h)
of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure
such benefit.


 






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(c) Termination in
the Context of a Change of Control. Notwithstanding anything in Section 8(a) or Section 8(b) to the contrary,
in the event of Executive’s termination of employment with the Company either (i) by the Company without Cause or Executive
for Good Reason at any time within six (6) months prior to the consummation of a Change of Control if, prior to or as of such termination,
a Change of Control transaction was Pending (as defined in Section 8(d) below) at any time during such six (6)-month period,
(ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii)
by the Company without Cause at any time within twelve (12) months after the consummation of a Change of Control, then, Executive
shall be entitled to the following payments and other benefits:


 


(i) on the date of
termination (except as specified in clauses (D)), the Company shall pay to the Executive a lump sum amount equal to (A) any portion
of unpaid Base Compensation and Equity Grant then due for periods prior to the effective date of termination; (B) any Bonus earned
and not yet paid through the date of termination, (C) within 2-1/2 months following submission of proper expense reports by Executive,
all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date
of termination, and (D) on the date that the Bonus for the Target Year in which the date of termination occurs would have been
payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target
Year in which the date of termination occurs;


 


(ii) provided Executive
executes the Release and the Release become effective (and no longer subject to revocation) within sixty (60) days following the
date of termination (or, in the event case of a termination of Executive’s employment without Cause or for Good Reason within
the six (6) months prior to the consummation of a Change in Control, Executive either (y) previously executed the Release in accordance
with Section 8(b)(ii) above or (z) subsequently executes the Release and the Release becomes effective (and no longer subject
to revocation) within sixty (60) days following the Change in Control): (A) the Company shall pay to Executive a lump sum amount
equal to twelve (12) months of Executive’s Base Compensation and Equity Grant at the rate in effect as of the date of termination
(or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately
prior to such reduction), which payment shall be made (1) in the case of such termination upon or following the Change of Control,
within five (5) business days following the date that the Release becomes effective (and no longer subject to revocation) or (2)
in the case of such termination prior to a Change of Control, immediately upon the consummation of the Change of Control (or, if
the Release was not previously executed in accordance with Section 8(b)(ii) above, within five (5) business days following
the date that the Release becomes effective (and no longer subject to revocation)); and (B) the Company shall reimburse Executive
for the COBRA premiums he pays to maintain health insurance coverage for six (6) months following the date of termination;


 






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(iii) notwithstanding
any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement
relating to capital stock of the Company, all of the shares that are then unvested shall immediately vest and, with respect to
all options, warrants and other convertible securities of the Company beneficially held by Executive, become fully exercisable
for (A) a period of six months following the date of termination only if at the time of such termination there is a Change of Control
transaction Pending (as defined in Section 8(d) below) but in no event beyond expiration of the original term of the award
or (B) if clause (A) does not apply, then such period of time set forth in the agreement evidencing the security; and


 


(iv) Severance benefits
under this Section 10(c) and Section 10(b) above shall be mutually exclusive and severance under one such section shall prohibit
severance under the other.


 


(d) Definition of
“Pending.” For purposes of Section 10(c), a Change of Control transaction shall be deemed to be “Pending”
each time any of the following circumstances exist: (A) the Company and a third party have entered into a confidentiality agreement
that has been signed by a duly-authorized officer of the Company and that is related to a potential Change of Control transaction;
or (B) the Company has received a written expression of interest from a third party, including a binding or non-binding term sheet
or letter of intent, related to a potential Change of Control transaction.


 


(e) If Executive’s
employment terminates for any reason, Executive shall have no obligation to seek other employment and there shall be no setoff
against amounts due to him under this Agreement for income or benefits from any subsequent employment.


 


9. Indemnification.
The Company agrees to indemnify and hold harmless Executive, to the fullest extent permitted by the laws of the State of Delaware
and applicable federal law in effect on the date hereof, or as such laws may be amended to increase the scope of such permitted
indemnification, against any and all Losses if Executive was or is or becomes a party to or participant in, or is threatened to
be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without
limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which Executive is
solely a witness. For purposes of this section, “Claim” means any proceeding, threatened or contemplated civil,
criminal, administrative or arbitration action, suit or proceeding and any appeal therein and any inquiry or investigation which
could lead to such action, suit or proceeding. “Indemnifiable Event” means any event or occurrence, whether occurring
before, on or after the effective date of this Agreement, related to the fact that Executive was a director, officer, employee
or agent of the Company or by reason of an action or inaction by Company in any such capacity whether or not serving in such capacity
at the time any Loss is incurred for which indemnification can be provided under this Agreement. “Losses” means
any and all damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts
paid or payable in settlement, including any interest, assessments, reasonable expenses, including attorney’s fees, experts’
fees, court costs, transcript costs, travel expenses, printing, duplication and binding costs, and telephone charges, and all other
charges paid or payable in connection with investigating, defending, being a witness in or participating (including on appeal),
or preparing to defend, be a witness or participate in, any Claim. The Company further agrees to maintain a directors and officers
liability insurance policy covering Executive in an amount, and on terms no less favorable to him than the coverage the Company
provides other senior executives and directors.


 






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10. Successors.
Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets or otherwise pursuant to a Change of Control
shall assume the Company’s obligations under this Agreement and agree expressly in writing to perform the Company’s
obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor
to the Company’s business and/or assets (including any parent company to the Company), whether or not in connection with
a Change of Control, which becomes bound by the terms of this Agreement by operation of law or otherwise.


 


11. Notices.
Notices and all other communications contemplated by this Agreement shall be in writing (including email) and shall be deemed to
have been duly given when personally delivered (if to the Company, addressed to its Secretary at the Company’s principal
place of business on a non-holiday weekday between the hours of 9 a.m. and 5 p.m.; if to Executive, via personal service to his
last known residence) or three business days following the date it is mailed by U.S. registered or certified mail, return receipt
requested and postage prepaid.


 


12. Confidential
Information. Executive recognizes and acknowledges that by reason of Executive’s employment by and service
to the Company before, during and, if applicable, after the Employment Term, Executive will have access to certain confidential
and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets,
trade “know-how,” product development techniques and plans, formulas, customer lists and addresses, financing services,
funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software
and financial information (collectively referred to herein as “Confidential Information”). “Confidential
Information” does not include general skills and experience or information that is generally available to the public or in
the Company’s industry. Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company
and Executive covenants that he will not, unless expressly authorized in writing by the Company, at any time during the course
of Executive’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person,
firm or corporation except (a) in connection with the performance of Executive’s duties for and on behalf of the Company
and in a manner consistent with the Company’s policies regarding Confidential Information, (b) when required to do so by
a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative
or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make
accessible such information or (c) such information is in the public domain through no fault of Executive. Executive also covenants
that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential Information
or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public
domain through no fault of Executive or except when required to do so by a court of law, by any governmental agency having supervisory
authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent
jurisdiction to order Executive to divulge, disclose or make accessible such information. All written Confidential Information
(including, without limitation, in any computer or other electronic format) which comes into Executive’s possession during
the course of Executive’s employment shall remain the property of the Company. Unless expressly authorized in writing by
the Company, Executive shall not remove any written Confidential Information from the Company’s premises, except in connection
with the performance of Executive’s duties for and on behalf of the Company and in a manner consistent with the Company’s
policies regarding Confidential Information. Upon termination of Executive’s employment, the Executive agrees to immediately
return to the Company all written Confidential Information (including, without limitation, in any computer or other electronic
format) in Executive’s possession.


 






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13. Non-Competition;
Non-Solicitation.


 


(a) Non-Compete.
The Executive hereby covenants and agrees that during the Employment Term and for a period of one year following the Expiration
Date, the Executive will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in
the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any
person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent,
joint venturer, security holder, trustee, partner, executive, creditor lending credit or money for the purpose of establishing
or operating any such business, partner or otherwise) with any entity that is directly competing with the products being developed
by the Company, which in the case of GP2 would be any entity pursuing HER2/neu 3+ breast cancer products in the adjuvant/neoadjuvant
setting that would be seeking to prevent the recurrence of breast cancer.


 


(b) Non-Solicitation.
The Executive further agrees that during the Employment Term and for a period of one (1) year from the Expiration Date, the Executive
will not divert any business of the Company and/or its affiliates or any customers or suppliers of the Company and/or the Company’s
and/or its affiliates’ business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly,
any person to leave his or her employment with the Company and/or its affiliates; provided, however, that the foregoing
provisions shall not apply to a general advertisement or solicitation program that is not specifically targeted at such employees.


 


(c) Remedies.
The Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the
Company and its affiliates and their respective business and the Executive expressly agrees that monetary damages would be inadequate
to compensate the Company and/or its affiliates for any breach by the Executive of his covenants and agreements set forth herein.
Accordingly, the Executive agrees and acknowledges that any such violation or threatened violation of this Section 13 will
cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or
otherwise, the Company and its affiliates shall be entitled to obtain injunctive relief against the threatened breach of this Section
13 or the continuation of any such breach by the Executive without the necessity of proving actual damages.


 






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14. Employment Relationship.
Executive’s employment with the Company will be “at will,” meaning that, subject to the Company’s obligations
set forth in Section 8, either Executive or the Company may terminate Executive’s employment at any time and for any
reason, with or without Cause or Good Reason. Any contrary representations that may have been made to Executive are superseded
by this Agreement. This is the full and complete agreement between Executive and the Company on this term. Although Executive’s
duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time
to time, the “at will” nature of Executive’s employment may only be changed in an express written agreement signed
by Executive and a duly authorized officer of the Company (other than Executive).


 


15. Section 409A.
It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes
of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent
possible, the exemption from the application of Section 409A provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term
deferral”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision
will be read in such a manner so that all payments hereunder comply with Section 409A. Except as otherwise expressly provided herein,
to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject
to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar
year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate
limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year
following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the
provision of any in-kind benefit be subject to liquidation or exchange for another benefit. In no event whatsoever will the Company
be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for
failing to comply with Section 409A.


 


16. 280G
Excise Tax. Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to
be received by Executive under this Agreement or under any other agreement between Executive and the Company or otherwise (collectively,
the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto (the “Excise
Tax”), then the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments
is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total
Payments will only be reduced to the extent that the after-tax value of amount received by Executive after application of the above
reduction would exceed the after-tax value of amount received by Executive without application of such reduction. For this purpose,
the after-tax value of an amount shall be determined taking into account all federal, state, municipal and local income, taxes,
employment taxes and any Excise Tax applicable to such amount and taking into account, if applicable, the phase out of itemized
deductions and personal exemptions attributable to such amount. In the case of a reduction in the Total Payments, the Total Payments
will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section
409A of the Code, in which case, reduction will be in such other order): (i) payments that are payable in cash that are valued
at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that
are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation
Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation
Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value
under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced;
(iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1,
Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A
24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced
pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata
reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and
second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of
the Code as deferred compensation.


 






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17. Miscellaneous
Provisions.


 


(a) Modifications;
No Waiver. No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge
is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by
either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition or provision at another time.


 


(b) Entire Agreement.
This Agreement supersedes all prior agreements and understandings between the parties, oral or written with respect to the subject
matter of this Agreement. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party
against whom such modification, termination or waiver is sought to be enforced.


 


(c) Choice of Law.
The parties agree that the laws of the State of Delaware shall govern this Agreement. The federal and state courts situated in
Delaware U.S.A. shall have jurisdiction and venue for any and all disputes arising out of or relating to this Agreement. If either
party incurs attorney, court, mediation, arbitration, or any other litigation fees or litigation/travel expenses to enforce any
rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all of such reasonable fees
and expenses from the non-prevailing party.


 


(d) Severability.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.


 


(e) Counterparts.
This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, and
may be delivered by facsimile or other electronic means, but all of which shall be deemed originals and taken together will constitute
one and the same Agreement.


 


(f) Headings.
The headings of the Articles and Sections hereof are inserted for convenience only and shall not be deemed to constitute a part
hereof nor to affect the meaning thereof.


 


(g) Construction of
Agreement. In the event of a conflict between the text of the Agreement and any summary, description or other information regarding
the Agreement, the text of the Agreement shall control.


 


(h) Survival. Sections 10 through
17 (inclusive) of this Agreement shall survive the termination of Executive’s employment with the Company.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year
first above written.


 


	COMPANY:	GREENWICH LIFESCIENCES, INC.
	 	 	 
	 	By:	 
	 	Name:	David McWilliams
	 	Title:	Chairman of the Board
	 	 	 
	EXECUTIVE:	 
	 	SNEHAL PATEL


 




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EXHIBIT
A


 


RELEASE


 


 


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