Exhibit
10.7


 


FIRST
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This
First Amendment (the “Amendment”) to the Amended and Restated Milby Employment Agreement is dated as September 24, 2021 and
is entered into by and between Hillstream BioPharma, Inc., a Delaware corporation (the “Corporation”) and Randy D.
Milby (the “Executive”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth
in the Employment Agreement (as defined herein).


 


WHEREAS,
on June 1, 2021, the Corporation entered into an amended and restated employment agreement with the Executive pursuant to which the Executive
serves as President and Chief Executive Officer of the Corporation (the “Employment Agreement”); and


 


WHEREAS,
the Corporation and the Executive desire to amend the Employment Agreement to clarify the effective date of the Employment Agreement
as set forth herein.


 


NOW
THEREFORE, in consideration of the above, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


	 	1.	The
    first paragraph of the preamble of the Employment Agreement is amended and restated in its entirety as follows:


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 1, 2021 by and between Hillstream BioPharma,
Inc., a Delaware corporation with principal executive offices at 1200 Route 22 East, Suite 2000, Bridgewater, NJ 08807 (“Company”),
and Randy D. Milby, residing at 54 Long Hill Road, Long Valley, New Jersey 07853 (“Executive”). Each of Company
and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.”



 


	 	2.	The
    first Whereas clause of the Employment Agreement is amended and restated in its entirety as follows:


 


Whereas,
the Company desires to continue to employ Executive, and Executive desires to continue to be employed by the Company, pursuant to the
terms of this Agreement which shall be effective as of the closing date of the Company’s initial public offering of its securities
(the “Effective Date”);


 


	 	3.	This
    Amendment shall be for the benefit of and be binding upon, the parties hereto and their respective successors and assigns. Except
    as amended hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect, and the Employment
    Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Employment Agreement
    to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”,
    “hereof”, or words of like import shall mean and be a reference to the Employment Agreement as amended by this Amendment.
    This Amendment shall be construed, enforced, and governed under the internal laws of the State of New Jersey, without giving effect
    to any choice of law provision or rule of any other jurisdiction. This Amendment may be executed in counterparts, each of which shall
    be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this
    Amendment transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic
    means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery
    of the paper document bearing an original signature.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


	 	HILLSTREAM
    BIOPHARMA, INC.
	 	 	 
	 	By:	/s/
    Randy D. Milby
		Name:	Randy
    D. Milby
	 	Title:	Chairman
of the Board


 


	 	EXECUTIVE
	 	 
	 	/s/
    Randy D. Milby
	 	Randy
    D. Milby