EXECUTION VERSION

EMPLOYMENT AGREEMENT

AGREEMENT, made April 4, 2019, by and between Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), and Nancy R. Phelan (the “Executive”).

RECITALS

In order to induce Executive to serve as the Chief Executive Officer (the “CEO”) of the Company, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement.

Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth.

It is therefore hereby agreed by and between the parties as follows:

1. Employment .

1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the term hereof as its CEO. In her capacity as CEO of the Company, Executive shall report to the Company’s Board of Directors (the “Board”) and shall have the powers, responsibilities and authorities assigned to her by the Board from time to time. The Company and Executive hereby acknowledge and agree that it is the expectation that Executive shall be present at the offices of the Company approximately ten (10) business days per month, depending upon her duties and responsibilities to the Company.

1.2 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the CEO of the Company commencing as of April 4, 2019 (the “Commencement Date”), and agrees to devote her full working time and efforts, to the best of her ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith. Executive shall perform such duties and exercise such powers, commensurate with her position as the CEO of the Company, as the Board shall from time to time delegate to her on such terms and conditions and subject to such restrictions as the Board may reasonably from time to time impose. Additionally the Company intends that Executive shall serve on the Board during the Term. Executive agrees to serve on the Board, if elected, during the Term, and hereby agrees that Executive shall submit a written resignation as a member of the Board immediately upon the written request of the Company therefor following the expiration or termination of this Agreement and/or Executive’s employment hereunder for any reason (a “Board Resignation”).

1.3 Except as provided in Section 12, nothing in this Agreement shall preclude Executive from engaging, so long as, in the reasonable determination of the Board, such activities do not interfere with her duties and responsibilities hereunder, in charitable and community affairs, from managing any passive investment made by her in publicly traded equity securities or other property (provided that no such investment may exceed 1% of the equity of any entity, without the prior approval of the Board) or from serving, subject to the prior written approval of the Board, as a member of boards of directors or as a trustee of any other corporation, association or entity. The Company hereby agrees that Executive’s service to the entities, or Executive’s participation in the activities, set forth on Schedule A attached hereto shall not constitute a violation of Executive’s duties and responsibilities under this Agreement, unless, in each case, the Board reasonably determines, after consultation with Executive, that such engagements materially interfere with Executive’s duties to the Company under this Agreement or that such engagements constitute a violation of Section 12(b) of this Agreement (and in the case of any such determination by the Board, Executive agrees that Executive shall immediately resign from any such position or cease any such activity).

2. Term of Employment . Executive’s term of employment under this Agreement shall commence on the Commencement Date and, subject to the terms hereof, shall terminate on the earlier of: (i) the third anniversary of the Commencement Date (the “Termination Date”); or (ii) the termination of Executive’s employment pursuant to this Agreement (the period from the Effective Date until the termination of this Agreement shall be the “Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year following the Termination Date (in which case both the Termination Date and the Term shall be extended one year on each renewal), unless either party gives written notice to the other at least one hundred eighty (180) days prior to the applicable Termination Date of its intention not to renew.

3. Compensation .

3.1 Salary . The Company shall pay Executive a base salary (“Base Salary”) at the rate of $360,000 per annum during the Term (prorated for partial years). Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. Any adjustment in Base Salary shall be in the sole discretion of the Board and, as so adjusted, shall constitute “Base Salary” hereunder. The Board shall consider Executive’s Base Salary for annual increase no later than the end of the first quarter of each calendar year beginning in the first full calendar year after the Commencement Date.

3.2 2019 Bonuses . In addition to her Base Salary, Executive shall be eligible to receive (2) two different bonuses for 2019, as follows:

(a) 2019 Revenue Bonus. In the event that the Company’s Gross Revenue for the Prorated 2019 Fiscal Year (each as defined below) equals or exceeds $1.2 million, as determined by the Company’s auditors, then the Company shall pay Executive a bonus (the “2019 Revenue Bonus”) equal to $100,000 multiplied by a fraction, the numerator of which is the number of days in the Prorated 2019 Fiscal Year during which Executive is an employee in good standing with the Company and the denominator of which is 365. The Company shall pay Executive the 2019 Revenue Bonus (if earned) in 2020 within 30 days of the Company’s public reporting of its 2019 final results, but in no event later than the end of 2020 and without regard to whether Executive remains an employee in good standing beyond the Prorated 2019 Fiscal Year; but provided that Executive is an employee in good standing with the Company on December 31, 2019. For purposes of this Agreement, the “Prorated 2019 Fiscal Year” means that portion of the 2019 fiscal year starting on the Commencement Date and ending on the last day of the 2019 fiscal year. For purposes of this Agreement, “Gross Revenue” shall mean the total amount of sales recognized by the Company from the Commencement Date through the remainder of the 2019 calendar year, less the sum of any returns, rebates, chargebacks and distribution discounts.

(b) 2019 Stock Price Bonus. In the event that the daily volume weighted average price of the Company’s common stock on the trading market or exchange on which the Company’s common stock is then listed or quoted for trading is not less than $2.00 per share (as adjusted for any stock splits, combinations or similar events) for a sixty (60) consecutive day period beginning on any day within the Prorated 2019 Fiscal Year, then the Company shall pay Executive a bonus (the “2019 Stock Price Bonus”) equal to $100,000 multiplied by a fraction, the numerator of which is the number of days in the Prorated 2019 Fiscal Year during which Executive is an employee in good standing with the Company and the denominator of which is 365. The Company shall pay Executive the 2019 Stock Price Bonus (if earned) in 2020, but not later than March 15, 2020; provided that the Executive must be an employee in good standing with the Company on the date the 2019 Stock Price Bonus is otherwise due to be paid in order to receive it.

3.3 Annual Bonus . In addition to her Base Salary, starting for fiscal years 2019 (with the first such bonus payable in 2020) Executive shall be eligible to receive an annual bonus (the “Bonus”) during the Term with a target amount equal to fifty percent (50%) of Base Salary (the “Target Bonus”), based on performance criteria determined by the Board in its sole discretion. The Company shall pay Executive the Bonus (if earned) for a year in the year following the year for which it is earned, within 30 days of the Company’s public reporting of the fiscal results for the year in respect of which the Bonus is earned, but in no event later than the end of such following year; provided that the Executive must be an employee in good standing with the Company on the date the Bonus is otherwise due to be paid in order to receive it.

3.4 Compensation Plans and Programs . Executive shall be eligible to participate in any compensation plan or program maintained by the Company and generally made available to other senior executives of the Company, on terms comparable to those applicable to such other senior executives.

3.5 Stock Options

(a) On the Commencement Date, the Company shall grant Executive an option (the “Option”) to purchase 1,000,000 shares of common stock of the Company (“Common Stock”). The per share exercise price of the Option shall be the fair market value of a share of Common Stock on the Commencement Date, which shall be the closing price of the Common Stock on the Commencement Date. The Executive shall be vested in 40% of the Option as of the grant date (covering 400,000 underlying shares of Common Stock), with the remaining unvested portion of the Option to vest in equal monthly installments for a two (2) year period beginning on the first anniversary of the Commencement Date, such that on the third (3 ^rd ) anniversary of the Commencement Date, Executive shall be fully vested in the Option); provided that, except as discussed below, Executive must be employed by the Company on each vesting date in order to vest in the applicable portion of the Option.

(b) Notwithstanding anything herein to the contrary, the Option shall be subject to the terms and conditions of the Company’s 2018 Long-Term Incentive Plan (the “Plan”) and award agreement (as applicable) and in the event of any conflict between this Agreement and such Plan and/or award agreement, the Plan and award agreement shall control.

3.6 2019 Stock Options

(a) In addition to the Option discussed in Section 3.5 above, on the Commencement Date, the Company shall grant Executive two additional options as follows:

(i) The Company shall grant Executive an option (the “2019 Revenue Option”) to purchase 250,000 shares of Common Stock. The 2019 Revenue Option shall be unvested as of the grant date and shall only vest if and on the date that the Company determines that the Executive has earned the 2019 Revenue Bonus.

(ii) The Company shall grant Executive an option (the “2019 Stock Price Option” and together with the 2019 Revenue Option, the “2019 Options”) to purchase 250,000 shares of Common Stock. The 2019 Stock Price Option shall be unvested as of the grant date and shall only vest if and on the date that the Company determines that the Executive has earned the 2019 Stock Price Bonus.

(b) The per share exercise price of the 2019 Options shall be the fair market value of a share of Common Stock on the Commencement Date, which shall be the closing price of the Common Stock on such grant date.

(c) Notwithstanding anything herein to the contrary, the 2019 Options shall be subject to the terms and conditions of the Plan and award agreements (as applicable) and in the event of any conflict between this Agreement and such Plan and/or award agreements, the Plan and award agreements shall control.

4. Employee Benefits .

4.1 Employee Benefit Programs, Plans and Practices . The Company shall provide Executive during the Term with coverage under all employee pension and welfare benefit programs, plans and practices (commensurate with her position in the Company and to the extent permitted under any employee benefit plan) in accordance with the terms thereof, which the Company generally makes available to its senior executives. During the Term, Executive and her dependents shall be eligible for family coverage under the Company’s group health insurance plan, subject to the terms of such plan. If Executive elects to enroll in such plan, the Company will pay 100% of the premiums thereunder (for both single or family coverage, as applicable). However, nothing herein requires the Company to keep a health insurance plan or arrangement in place, or continue any health insurance plan or arrangement, and the Company may modify, amend or terminate such plan or program at any time in its sole discretion. Furthermore, the Company may, in its sole discretion, amend, modify, or cease paying the portion of the premiums it pays on Executive’s behalf, including, but not limited to, in the event that the Company or any employee can become subject to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time) or Sections 105(h), 106 or 125 of the Internal Revenue Code of 1986, as amended, (the “Code”), or applicable regulations or guidance issued thereunder.

4.2 Vacation and Fringe Benefits . Executive shall be entitled to fifteen (15) business days paid vacation in each calendar year, which shall be taken at such times as are consistent with Executive’s responsibilities hereunder. Unless otherwise approved by the Board, any vacation days not taken in any calendar year shall be forfeited without payment therefor. In addition, Executive shall be entitled to the perquisites and other fringe benefits generally made available to senior executives of the Company, commensurate with her position with the Company.

5. Expenses . Executive is authorized to incur reasonable expenses in carrying out her duties and responsibilities under this Agreement, including, without limitation, expenses for travel and similar items related to such duties and responsibilities. The Company will reimburse Executive for all such expenses upon presentation by Executive, from time to time, of accounts of such expenditures (appropriately itemized and approved consistent with the Company’s policy).

6. Termination of Employment .

6.1 Termination Not for Cause or for Good Reason .

(a) The Company or Executive may terminate Executive’s employment at any time for any reason. If Executive’s employment is terminated by the Company other than for Cause (as defined in Section 6.2 hereof) or as a result of Executive’s death or Permanent Disability (as defined in Section 6.2 hereof), or if Executive terminates her employment for Good Reason (as defined in Section 6.1 (d) hereof) prior to the Termination Date, Executive shall receive: (i) any accrued but unpaid portion of Base Salary through the date of such termination, payable within fifteen (15) days of the date of such termination (or earlier if required by applicable law); (ii) any unreimbursed business expenses incurred through the date of such termination and for which reimbursement is permitted under the Company’s policies (payable in accordance with the Company’s policies); and (iii) all other payments and benefits to which Executive is entitled pursuant to the terms of any employment benefit plan or program in which Executive participated on the date of such termination, payable in accordance with the terms of such plans or programs (the amounts described above in (i) through (iii) being the “Accrued Amounts”). In addition to the Accrued Amounts, subject to Executive’s continued compliance with the terms of this Agreement, including, but not limited to, the provisions of Section 12 hereof, the Executive shall be entitled to: (A) continue to receive Base Salary for the Severance Period (defined below), payable in accordance with the Company’s payroll practices (“Salary Continuation”); (B) immediately vest in the unvested portion of the Option (if any) which would have vested during the Severance Period had Executive remained employed with the Company through the end of the Severance Period; and (C) if Executive then participates in the Company’s medical plan(s) and the Executive timely elects to continue to receive group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall either directly pay or reimburse the Executive for all monthly COBRA premiums incurred by Executive on behalf of both herself and her dependents for the Severance Period (such monthly payments being the “COBRA Amount”), provided that in order to be reimbursed, the Executive must provide the Company with adequate documentation of her payment of such monthly COBRA premiums. The COBRA Amount shall maintain the coverage the Executive and her dependents (if applicable) had immediately prior to the date of termination of Executive’s employment with the Company (subject to any changes in coverage that effect employees generally). In the event the Executive does not elect COBRA coverage, the Executive subsequently becomes ineligible for continued COBRA coverage, the Executive fails to provide the Company with adequate documentation of her payment of such COBRA premiums (if applicable), or the Executive does not execute the Release or subsequently revokes the Release, the Company shall no longer be obligated to pay the Executive any remaining portion of the COBRA Amount.

(b) In order to receive the Salary Continuation, the accelerated vesting of a portion of the Option, and to continue receiving the COBRA Amount, Executive must first execute and deliver to the Company (i) a general release of claims in a form and substance acceptable to the Company (the “Release”) by the date specified in such Release and such Release must become irrevocable by its terms; and (ii) if requested by the Board, the Board Resignation. The Company will begin paying Executive the Salary Continuation as described above, once the Release has become binding upon and irrevocable by her, provided that in the event that the period Executive has to sign the Release and/or revoke the Release spans a change in calendar years, the Company will begin paying Executive the Salary Continuation as soon as possible but in no event earlier than the beginning of the new calendar year. In no event shall the required Release include a release of claims related to any post-employment benefits or monies owed to Executive arising from or directly related to this Agreement.

(c) For purposes of this Agreement, “Change of Control” shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any successor provision) (any of the foregoing hereafter a “Person”) of forty percent (40%) or more of either (a) the then outstanding shares of the capital stock of the Company (the “Outstanding Capital Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”), provided, however, that such an acquisition by one of the following shall not constitute a change of control: (1) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (2) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of forty percent (40%) or more of the Voting Securities or (3) any corporation with respect to which, following such acquisition, more than sixty percent (60%) of both the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock or Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Capital Stock or Voting Securities, as the case may be; or

(ii) Individuals who, as of the Commencement Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the Commencement Date whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or

(iii) Approval by the shareholders of the Company of a reorganization, merger or consolidation (a “Business Combination”), in each case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, in substantially the same proportions, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from the Business Combination; or

(iv) A complete liquidation or dissolution of the Company; or

(v) A sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than sixty percent (60%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors are then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock or Voting Securities immediately prior to such sale or disposition in substantially the same proportions as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

(d) For purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express prior written consent):

(i) Any material breach by the Company of this Agreement, including any material reduction by the Company of Executive’s authorities, duties or responsibilities (except in connection with the termination of Executive’s employment for Cause, as a result of Permanent Disability, as a result of Executive’s death or by Executive other than for Good Reason);

(ii) A failure by the Company to pay Executive her Base Salary, as and when due;

(iii) The Company requiring Executive to report to a corporate officer or employee instead of the Board;

(iv) any change in Executive’s primary place of business to a location that is both more than ten (10) miles from the Company’s current headquarters in Durham, North Carolina and more than fifty (50) miles from Executive’s primary residence; or

(v) a material diminution in the Executive’s Base Salary, other than a proportional reduction pursuant to a Company-wide reduction of all executive salaries due to economic conditions or corporate restructuring;

provided, however, that “Good Reason” shall not exist unless: (A) the Executive shall have given the Company written notice within ninety (90) days after the date when Executive first learns of a condition constituting Good Reason, setting forth (1) the conduct or condition deemed to constitute Good Reason and (2) a reasonable time, not less than thirty (30) days, within which the Company may cure (if curable) such conduct or condition giving rise to Good Reason; and (B) the Company shall have failed to so cure within such period. For the avoidance of doubt, if cured, such conduct or condition shall not constitute “Good Reason” for purposes of this Agreement. In order for the Executive to resign for Good Reason, the Executive must terminate her employment with the Company no later than ninety (90) days following the end of the Company’s cure period.

(e) For purposes of this Agreement, “Severance Period “ shall mean: (i) twelve (12) months; or (ii) in the event the Company terminates Executive’s employment for any reason other than for Cause within six (6) months following a Change of Control, eighteen (18) months.

6.2 Discharge for Cause; Voluntary Termination by Executive; Death or Permanent Disability .

(a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated: (i) by the Company for Cause, as hereinafter defined; (ii) as a result of Executive’s Death or Permanent Disability; or (iii) by Executive other than for Good Reason, Executive shall only be entitled to receive the Accrued Amounts. Executive shall not be entitled, among other things, to the payment of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs. After the termination of Executive’s employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive shall thereupon cease and terminate.

(b) As used herein, the term “Cause” shall be limited to: (i) willful malfeasance, willful misconduct or gross negligence by Executive in connection with her employment; (ii) any willful failure by Executive to perform her duties hereunder or any lawful direction of the Board as required under Section 1.2, after notice of any such failure to perform such duties or direction was given to Executive; (iii) the Executive’s breach of the provisions of Section 12 of this Agreement or any other breach of a material provision of this Agreement; (iv) Executive’s indictment for or being charged with: (A) any felony; or (B) a misdemeanor involving moral turpitude; (v) the Executive’s engaging in theft, fraud, dishonesty or embezzlement or similar acts in the performance of her duties for the Company or any subsidiary; (vi) any act by the Executive that brings the Company or any of its subsidiaries into disrepute, including any dishonesty, fraud, intentional misrepresentation of a material fact, moral turpitude, illegality or conduct actionable under law as harassment; or (vii) the Executive’s material violation of any Company policy.

(c) As used herein, the term “Permanent Disability” shall mean that during the Term: (i) even with reasonable accommodations, in Company’s sole discretion, Executive is unable to perform her duties hereunder due to a physical or mental condition, sickness, injury or disability for ninety (90) consecutive days, or an aggregate period of one hundred twenty (120) days in any six (6) months period; or (ii) the Executive becomes totally and permanently disabled under the Company’s long-term disability benefit plan applicable to senior executive officers as in effect from time to time (if such a plan exists).

6.3 Continued Employment Beyond the Expiration of the Employment Term . Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the Termination Date shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or the Company; provided that the provisions of Section 12 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

7. Mitigation of Damages . Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of her employment hereunder, and any amounts earned by Executive, whether from self-employment, as a common-law employee or otherwise, shall not reduce the amount of any payments otherwise payable to her.

8. Notices . All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

Adhera Therapeutics, Inc.

4721 Emperor Boulevard, Suite 350

Durham, North Carolina 27703

Attn: Chairman

with a copy to:

Pryor Cashman LLP

7 Times Square (Times Square Tower)

New York, NY 10036

Attn: Michael T. Campoli, Esq.

To Executive:

Nancy R. Phelan

812 Maplewood Road

Wayne, PA 19087

with a copy to:

Klehr Harrison Harvey Branzburg LLP

1835 Market Street, Suite 1400

Philadelphia, PA 19103

Attn: Paul Nofer, Esq.

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

9. Separability; Legal Fees . If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. Each party shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement.

10. Assignment . This contract shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to the stock, assets or businesses of the Company.

11. Amendment . This Agreement may only be amended by written agreement of the parties hereto.

12. Nondisclosure of Confidential Information; Non-Disparagement; Non-Competition .

(a) Executive shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its current or future subsidiaries, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12(a), “Confidential Information” shall mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company or its subsidiaries (the “Restricted Group”) or customers, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof).

(b) During the Term and for twelve (12) months thereafter, Executive agrees that, without the prior written consent of the Company, she will not, directly or indirectly, either as principal, manager, agent, consultant, officer, director, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any business which is in competition with any business of the Restricted Group.

(c) During the Term and for twenty-four (24) months thereafter, Executive agrees that, without the prior written consent of the Company, she will not, directly or indirectly, on her own behalf or on behalf of any person, firm or company, (A) solicit or offer employment to any person who has been employed by the Restricted Group at any time during the 12 months immediately preceding such solicitation, and (B) solicit, call upon, or otherwise communicate in any way with any client, customer, prospective client or prospective customer of the Company or of any member of the Restricted Group for the purposes of causing or of attempting to cause any such person to purchase products sold or services rendered by the Company or by any member of the Restricted Group from any person other than the Company or any member of the Restricted Group.

(d) Executive agrees that she will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of the Company or any member of the Restricted Group, or their good will, products, or business opportunities, or that is likely to have the effect of undermining or disparaging the reputation of any officer, director, agent, representative or employee, past or present, of the Company or any member of the Restricted Group.

(e) For purposes of this Section 12, a business shall be deemed to be in competition with the Restricted Group if it is principally involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by the Restricted Group as a material part of the business of the Restricted Group within the same geographic area in which the Restricted Group effects such purchases, sales or dealings or renders such services. Nothing in this Section 12 shall be construed so as to preclude Executive from investing in any publicly or privately held company, provided Executive’s beneficial ownership of any class of such company’s securities does not exceed 1% of the outstanding securities of such class.

(f) Executive and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court shall appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company. Accordingly, Executive agrees that the Company may, in addition to pursuing any other remedies it may have in law or in equity, cease making any payments otherwise required by this Agreement and obtain an injunction against Executive from any court having jurisdiction over the matter restraining any further violation of this Agreement by Executive; provided that the Company shall remain liable to Executive for all remaining unpaid Salary Continuation (to the extent otherwise owed to her) in the event that it is finally adjudicated by a court of competent jurisdiction that Executive has not breached the covenants contained in this Section 12.

(g) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

(i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(ii) If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to her attorney and use the trade secret information in the court proceeding if Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

13. Beneficiaries; References . Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of her incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to her beneficiary, estate or other legal representative. Any reference to the masculine gender in this Agreement shall include, where appropriate, the feminine.

14. Survivorship . The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. In particular, the provisions of Section 12 hereunder shall remain in effect as long as is necessary to give effect thereto.

15. Governing Law; Jurisdiction; Disputes; Fees . This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of Delaware, without reference to rules relating to conflicts of law. In the event of any controversy arising out of or relating to this Agreement, or any breach thereof, the parties shall first use their diligent and good faith efforts to resolve the dispute by exchanging relevant information and negotiating in good faith. If such dispute resolution efforts are unsuccessful, the parties to this Agreement agree to participate in non-binding mediation. Any party may, by written notice to the other parties, require that the parties participate in non-binding mediation to attempt to resolve such dispute. Such mediation shall be conducted in either Wilmington, Delaware and shall be administered by a mediator mutually acceptable to the Company and Executive, but absent their mutual agreement, by a mediator selected by the Wilmington, Delaware office of the American Arbitration Association (“AAA”) and administered by AAA in accordance with its then-existing Employment Arbitration Rules and Mediation Procedures. Any suit with respect to this Agreement will be brought in the federal or state courts in the State of Delaware, and Executive agrees and submits to the personal jurisdiction and venue thereof. Executive irrevocably waives any objection she may have to the venue of any such suit brought in such court and any claim that such suit has been brought in an inconvenient forum. Each party shall bear her or its own costs incurred in connection with enforcing its rights under this Agreement, including attorney fees.

16. Effect on Prior Agreements . This Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any subsidiary of the Company and Executive. Under no circumstances shall Executive be entitled to any other severance payments or benefits of any kind, except for the payments and benefits described herein.

17. Withholding . The Company shall be entitled to withhold from payment any amount of withholding required by law.

18. Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

19. Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. A termination of Executive’s employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of Executive’s “separation from service” Executive is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Executive’s “separation from service”. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year.

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the day and year first written above.

SCHEDULE A

The Company acknowledges that any time that Executive spends traveling to/from/attending any of the meetings referenced on this Schedule A will not count against Executive’s allotted vacation days under the Agreement or any other benefit plans of the Company in which Executive participates.

SETTLEMENT AGREEMENT

The undersigned, Adhera Therapeutics, Inc., a Delaware corporation (the “ Company ”), on the one hand, and Robert C. Moscato, Jr., an individual resident in the State of North Carolina (“ Counterparty ”; collectively with the Company, the “ Parties ”), on the other hand, have entered into this Settlement Agreement (this “ Agreement ”) as of April 4, 2019.

RECITALS

WHEREAS , Counterparty serves as an officer and director of the Company;

WHEREAS, Counterparty serves as the Chief Executive Officer of the Company pursuant to that certain Employment Agreement dated June 18, 2018 by and between Counterparty and the Company (such agreement, and the schedules and exhibits thereto, the “ Employment Agreement ”);

WHEREAS , Counterparty wishes to resign as an officer and as a director of the Company;

WHEREAS , the Company is willing to accept Counterparty’s resignation as an officer and as a director of the Company;

WHEREAS , the Company and the Counterparty wish to settle the agreements between the Company and the Counterparty with respect to Counterparty’s service as an officer and as a director in full, subject to (and contingent upon) the other terms and conditions of this Agreement, by the execution and delivery of this Agreement:

AGREEMENT

NOW THEREFORE , in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows:

1. Counterparty hereby resigns as an officer and as a director of the Company (and, to the extent applicable, of any subsidiary of the Company), effective immediately (such date, the “ Separation Date ”), and the Company accepts such resignation.

2. Counterparty acknowledges that the restrictive covenants contained in the Employment Agreement, including the non-solicitation and non-disparagement obligations contained therein (but not the non-competition obligations contained therein), shall survive in accordance with the terms of the Employment Agreement. Notwithstanding the foregoing, and in lieu of the obligations contained in Section 12(b) of the Employment Agreement, Counterparty hereby agrees that for a period of twelve (12) months immediately following the Separation Date, Counterparty shall not, directly or indirectly, on his own behalf or on behalf of any person, firm, company or entity (whether as principal, agent, independent contractor, partner or otherwise or by any other means) own, manage, operate, control, participate in, perform services for (whether as an employee, consultant or otherwise), invest in, own an interest in, or otherwise establish or carry on any business or division or line of any business in the United States which engages in a business relating to the research, development or commercialization of pharmaceutical or therapeutic products that address hypertension.

3. (a) The Company hereby agrees that the options to purchase up to an aggregate of 250,000 shares of the common stock of the Company that were granted to Counterparty on July 10, 2018 and that were to vest on July 10, 2019 shall vest in full immediately upon the Separation Date (such options, the “ Accelerated Options ”), and it acknowledges that (A) the options to purchase up to an aggregate of 500,000 shares of the common stock of the Company that were granted to Counterparty on July 10, 2018 and that were to vest on July 10, 2020 and July 10, 2021, respectively, and (B) the options to purchase up to an aggregate of 500,000 shares of the common stock of the Company that were granted to Counterparty on July 10, 2018 and that were to vest upon the achievement of performance milestones as set forth in the Employment Agreement, are hereby cancelled and of no further force and effect. Further, the Company hereby agrees that Counterparty shall be able to exercise the options to purchase up to 250,000 shares of common stock that were granted to Counterparty on July 10, 2018 and that vested on that date, and the Accelerated Options, until the one year anniversary of the date of this Agreement, at which time such options shall terminate.

(b) The Company hereby agrees that, in the event that (and only in the event that) the Company completes a bona fide capital raising transaction involving the issuance by the Company of its equity (or equity-linked) securities yielding gross proceeds to the Company of not less than four million dollars ($4,000,000) prior to the one (1) year anniversary of the date of this Agreement, the Company shall notify Counterparty of such capital raising transaction within ten (10) days following completion thereof. For a period of thirty (30) days following receipt of such notice (the “ Option Period ”), Counterparty shall have the option, to be exercised by written notice to the Company given within the Option Period, to sell to the Company, and if such option is so exercised, the Company shall repurchase from Counterparty, for cancellation, for an aggregate purchase price of $200,000, the forty (40) shares of the Series F Convertible Preferred Stock of the Company, and warrants to purchase up to 300,000 shares of the common stock of the Company, that an affiliate of Counterparty acquired from the Company on July 12, 2018 (the “ Preferred Stock Repurchase ”). Counterparty hereby agrees that he shall take any and all actions, and execute and deliver any and all instruments, agreements or documents, as may be necessary, appropriate or advisable to cause his affiliate to effect and complete the Preferred Stock Repurchase in accordance with this Section 3(b).

4. In consideration for the execution and delivery by Counterparty to the Company of the Agreement and Release between Counterparty and the Company (the “ Counterparty Release ”), in the form as attached as Exhibit I hereto, the Company shall pay to Counterparty the consideration referred to in the Counterparty Release, as separately instructed by Counterparty.

5. Regardless of whether Counterparty signs the Counterparty Release, upon the Separation Date, or as soon as practicable thereafter (to the extent permitted by applicable law), Counterparty will receive from the Company (i) any unpaid base salary accrued up to and including the Separation Date, (ii) pay for any accrued but unused vacation earned up to and including the Separation Date in accordance with Company policies, (iii) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Counterparty and under which he has a vested right (including any right that vests in connection with the termination of his employment), (iv) any unreimbursed business expenses to which Counterparty is entitled to reimbursement under the Company’s expense reimbursement policy, and (v) as more fully provided in Section 8, rights to any indemnification Counterparty may have under the Company’s Certificate of Incorporation, Bylaws, the Employment Agreement, or separate indemnification agreement, as applicable, including any rights Counterparty may have under directors and officers insurance policies, relating to his service as an officer.

6. Counterparty hereby agrees that he shall:

7. The Company hereby agrees that it shall execute and deliver the Agreement and Release between the Counterparty and the Company (the “ Company Release ”), in the form as attached as Exhibit II hereto, to Counterparty, immediately on receipt of the executed and delivered Counterparty Release.

8. Subject to applicable law, Counterparty will be provided indemnification with respect to his service as a director and executive officer of the Company to the maximum extent permitted by the Company’s Bylaws and Certificate of Incorporation, including coverage, if applicable, under any directors and officers insurance policies, with such indemnification determined by the Board or any of its committees in good faith based on principles consistently applied (subject to such limited exceptions as the Board may approve in cases of hardship) and on terms no less favorable than those provided to any other Company executive officer or director. The rights to indemnification conferred hereby shall include, to the extent permitted by applicable law, the right to be advanced by the Company the legal fees and other costs, expenses, and disbursements incurred in defending any action, suit, proceeding, or investigation with respect to which Counterparty is entitled to indemnification in advance of its final disposition subject to receipt by the Company of an undertaking by Counterparty to repay such amount, or a portion thereof, if it shall ultimately be adjudicated that Counterparty is not entitled to be indemnified by the Company pursuant hereto or as otherwise permitted by law, but such repayment by Counterparty shall only be in an amount ultimately adjudicated to exceed the amount for which Executive was entitled to be indemnified. The advances to be made pursuant to such right shall be paid by the Company to Counterparty promptly following receipt by the Company of invoices or other evidence reasonably satisfactory to the Company.

9. The Parties understand that the facts upon which they have based their decision to enter into this Agreement may hereafter prove to be different from the facts now known or believed to be known by them, and they hereby accept and assume the risk thereof and agree that this Agreement shall be and shall remain, in all respects, effective and not subject to termination or rescission by reason of any such alleged difference in facts.

10. This Agreement shall be deemed to be made in the State of New York, and shall be governed by the laws thereof, without giving effect to principles of conflicts of laws. Each Party consents and submits to the jurisdiction of the federal and state courts located in the City, County and State of New York for the purposes of enforcing this Agreement.

11. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and it cannot be changed, modified, amended or terminated except by a writing sighed by or on behalf of the Party to be charged. The Parties respective rights and obligations under this Agreement will survive the execution and delivery of this Agreement.

12. This Agreement may be signed and executed in counterparts, each of which shall be deemed an original, and together which shall constitute one and the same instrument. This Agreement may be signed by facsimile or .pdf signature of any of the Parties hereto and shall be binding on that Party.

13. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Counterparty upon Counterparty’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Counterparty to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Counterparty’s right to compensation or other benefits will be null and void.

14. This Agreement is the product of the Parties and represents the joint draftsmanship of the Parties, so that no inference shall be had or made against either Party as to the draftsmanship of this Agreement. The Parties further agree that this Agreement shall not be construed as an admission of liability and that this Agreement has been negotiated and executed in order to settle outstanding claims.

15. Each Party represents and warrants to the other that the individual executing this Agreement on behalf of such Party is fully authorized to do so, is executing the Agreement willingly and knowingly, and further that such individual is fully authorized to bind the Party on whose behalf it is executing the Agreement to the terms and obligations contained therein.

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IN WITNESS WHEREOF , the undersigned have executed this Agreement, or caused this Agreement to be duly executed, as of the date first written above.

EXHIBIT I

Agreement and Release between Robert C. Moscato, Jr. (“Robert Moscato”, “Mr. Moscato”, “you” or “your”) and Adhera Therapeutics, Inc. (the “Company”) (this agreement being the “Agreement” or “Release”)

1. The undersigned Robert C. Moscato, Jr. does hereby resign as an officer and as a director of the Company, effective immediately, and confirms and ratifies that his status as an officer and as a director is terminated as of April 4, 2019 (such date, the “Separation Date”).

2. As full consideration for your execution of and compliance with this Agreement, and your release of all claims against the Company as set forth in Paragraph 4 below, the Company, once this release becomes binding on and irrevocable by you, shall:

(i) Provide you with a gross payment of three hundred sixty thousand dollars ($360,000), which amount shall be paid to you as follows: (A) ninety thousand dollars ($90,000) on the first business day following the execution of this Agreement and (B) the balance (for a total of two hundred seventy thousand dollars ($270,000)) to be paid as salary continuation over a nine (9) month period thereafter in accordance with the Company’s payroll practices; provided , that if the Company completes a bona fide capital raising transaction involving the issuance by the Company of its equity (or equity-linked) securities yielding gross proceeds to the Company of not less than four million dollars ($4,000,000), then the Company shall pay to you, on the next business day following the closing of such capital raising transaction, an amount equal to the remaining amount payable to you pursuant to this Section 2(i). The Company will deduct from any payments made to you pursuant to this Section 2(i) withholding taxes and other deductions, which it is required by law to make from wage payments to employees; and

(ii) In addition to the payments to be made to you pursuant to item (i) above, if you timely elect to continue to receive group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at your own expense, the Company shall reimburse you for all monthly COBRA premiums that you pay on behalf of both yourself and your dependents for a twelve (12) month period (the “COBRA Payment”). Please note that it is solely your responsibility to enroll in COBRA and to make the monthly premium payments on a timely basis. If you do not timely enroll in and pay for COBRA, you will not be eligible to receive the COBRA Payment. The COBRA Payment shall maintain the coverage you and your dependents (if applicable) had immediately prior to the date of termination of your employment with the Company (subject to any changes in coverage that effect employees generally). The Company will pay to you the COBRA Payment within twenty (20) days of your delivery to the Company of evidence that you have made such COBRA-related payments and the amount thereof. In the event that you do not elect COBRA coverage, that you subsequently become ineligible for continued COBRA coverage or that you fail to provide the Company with adequate documentation of your payment of such COBRA premiums (if applicable), the Company shall no longer be obligated to pay to you any remaining portion of the COBRA Payment. Further, the Company’s obligations to provide you with the COBRA Payment shall cease before the end of the twelve (12) month period if you become eligible for comparable coverage under another plan. You agree to notify the Company as soon as possible, but in no event later than ten (10) days prior to becoming eligible for such alternative comparable coverage. After this twelve (12) month period, you may be entitled to continue your medical coverage, at your own expense, pursuant to COBRA’s terms.

Except as set forth in this Paragraph, you shall receive no other amounts in connection with the separation of your service as an officer and as a director of the Company. You acknowledge that unless you enter into this Agreement, you would not otherwise receive any further benefits from the Company in connection with the separation of your service as an officer and as a director, including the payment noted above. The Company’s provision to you of the payment noted above is not, and should not be construed as, an admission of liability or wrongdoing by the Company.

In the event that you breach any of the restrictive covenants contained in Section 12 of that certain Employment Agreement dated June 18, 2018 by and between you and the Company (the “Employment Agreement”), or in Section 2 of the Settlement Agreement to which this Agreement is attached, during the period when the Company is obligated to make any payments to you pursuant to Paragraph 2 of this Agreement, the Company may, in addition to pursuing any other remedies it may have in law or in equity, cease making any such payments to you and obtain an injunction against you from any court having jurisdiction over the matter restraining any further violation by you of Section 12 of the Employment Agreement or Section 2 of the Settlement Agreement to which this Agreement is attached; provided that the Company shall remain liable to you for all remaining unpaid amounts (to the extent otherwise owed to you) in the event that it is finally adjudicated by a court of competent jurisdiction that you did not breach the covenants contained in this Section 12 of the Employment Agreement or in Section 2 of the Settlement Agreement to which this Agreement is attached.

3. Following the Separation Date, to the extent that you continue to provide any services for the Company, you shall not be considered an employee of the Company in your performance of such services for the Company for any purpose whatsoever including, but not limited to, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Act, income tax withholding (federal, state and local) and any and all state taxes. The Company will not be responsible for withholding taxes with respect to any payment it provides to you in such capacity. You accept full liability for the payment of all taxes and contributions, and shall reimburse, indemnify, and hold the Company harmless for any such taxes or contributions, or penalties with respect thereto, which the Company may be compelled to pay as a result of the services rendered hereunder and/or your non-payment of same.

4. In consideration for the payment noted above, which you acknowledge to be good and valuable consideration, you knowingly and voluntarily release and forever discharge the Company, any of the Company’s parents, subsidiaries, divisions, and related companies, and any of its past and present directors, managers, officers, shareholders, partners, employees, agents, attorneys and servants, and each of their predecessors, successors and assigns (the “Releasees”) from any and all claims, or causes of action, of any nature whatsoever, known or unknown, whether or not apparent or yet to be discovered (the “Release”). This Release includes, without limitation, any rights or claims relating in any way to your relationship with any of the Releasees, or the termination thereof, including any claim under any agreement between you and the Company, or arising under any statute or regulation, including, but not limited to, any rights or claims you may have under the Age Discrimination in Employment Act (ADEA), which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act (ADA), which prohibits discrimination in employment by reason of disability; the Employee Retirement Income Security Act (ERISA), which protects employees’ interests in certain health and retirement benefits; the Family and Medical Leave Act (FMLA), which protects employees’ rights to take certain leave periods; the Fair Labor Standards Act (FLSA), which protects employees’ wages and regulates hours, the Federal Wiretap Act, the Electronic Communications Privacy Act, and the Stored Communications Act, all of which protect privacy; or any other federal, state, or local laws or regulations which govern the workplace, including, but not limited to, the California Fair Employment and Housing Act, the California Labor Code, the California Equal Pay Law, the Unruh Civil Rights Act, the New York State Human Rights Law, the New York City Human Rights Laws, the New York Labor Law, the New York Aids Testing Confidentiality Act, the New York Equal Pay Law, the New York Persons With Disabilities Law, the Civil Rights Law, the New York Genetic Testing Confidentiality Law, the New York Nondiscrimination Against Genetic Disorders Law, the New York Smokers Rights Law, the New York Equal Rights Law, the New York Discrimination by Employment Agencies Law, the New York Bone Marrow Leave Law, the New York Adoptive Parents Child Care Leave Law, the New York Cancer Victim Bias Law, Article 1, Section 11 of the New York State Constitution, N.Y. Workers’ Compensation Law, or any other state, federal or local statute or regulation which may be applicable to the Company. This Release also includes a release by you of any and all claims for wrongful discharge, defamation, intentional tort, invasion of privacy, and breach of contract, implied or otherwise. This Release includes both claims that you know about and those you may not know about. This Agreement resolves any claims for relief that could have been alleged, no matter how characterized, including without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from this Agreement. Your release of these claims is not, and should not be construed as, an admission by the Company that you have, or ever had, any rights under the aforementioned statutes. You represent that as of the date of your execution of this Agreement, you have incurred no disability or injury in relation to or as a result of your affiliation with the Company and assert no claim for any form of compensation for such disability, injury or job-related condition. Notwithstanding the above, you are not releasing any rights or claims that arise in connection with: (i) your right to be indemnified by the Company under statute, common law, Company Charter, Company Bylaws, or Company policy; (ii) this Agreement; (iii) all previous stock option grant agreements made to you by the Company and any other equity or similar interests that you may have been granted in the Company that will remain following the Separation Date; (iv) the ownership by you or any entities that you control of shares of the Series F Convertible Preferred Stock of the Company and warrants to purchase shares of the common stock of the Company, and the agreements that you (or such entity(ies)) entered into in connection with the acquisition of such securities (provided, that you hereby agree that you (on behalf of yourself and such entity(ies)) shall release any and all rights and claims that you (or such entity(ies)) may have arising in connection with such securities and agreements, and that nothing in this item (iv) shall be construed as a Surviving Document, in the event that the Company effects the Preferred Stock Repurchase in accordance with Section 3(b) of the Settlement Agreement to which this Agreement is attached); (v) agreements entered into with the Company concurrently herewith or after the date of this Agreement; and (vi) any rights or claims that arise after the signing of this Agreement or which otherwise cannot be waived as a matter of law (items (ii) through (v) being the “Surviving Documents”).

5. You warrant that you have not filed any complaint, charge or claim for relief (collectively, a “Lawsuit”) against any of the Releasees with any local, state or federal court or administrative agency. You promise never to file a Lawsuit asserting any claims that are released in Paragraph 4 . Nothing in this Agreement shall prevent you from participating in or cooperating with any investigation or administrative proceeding conducted by any state or federal administrative agency. However, in the event that a Lawsuit against any of the Releasees is filed with or instituted by any such agency, you expressly waive and shall not accept any monetary damages or award arising from said Lawsuit. Additionally, nothing in this Agreement prohibits or restricts you (or your attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any other federal or state regulatory authority regarding this Agreement or its underlying facts or circumstances or a possible securities law violation. This Agreement does not limit your right to receive an award for information provided to the SEC or FINRA. If you break your promise set forth in this Paragraph, you will pay for all costs incurred by the Releasees, including their reasonable attorneys’ fees, in defending against your claims. You shall also repay to the Company the entire amount of the benefits you received pursuant to Paragraph 2 above. This Paragraph does not apply to a claim under the Older Workers’ Benefit Protection Act challenging the validity of the release of ADEA claims in Paragraph 4.

6. (a) You promise not to discuss or disclose the terms of the end of your affiliation with the Company or the amount or nature of the benefits paid to you under this Agreement to any person other than your family members and your attorney and/or financial advisor, should one be consulted, provided that those to whom you may make such disclosure agree to keep said information confidential and not disclose it to others.

(b) You shall not disparage or make any statement which might adversely affect the reputation of the Releasees. The Company shall not issue any written or verbal statements which disparage you or which could reasonably be expected to adversely affect your reputation, and the Company shall instruct its partners, officers and directors not to issue or make any such statements. For the purpose of this Paragraph, the term “disparage” shall include, without limitation, any statement accusing the aforesaid individuals or entities of acting in violation of any law or governmental regulation or of condoning any such action, or otherwise acting in an unprofessional, dishonest, disreputable, improper, incompetent or negligent manner.

7. (a) You agree that you have had access to the Company’s confidential information, including, but not limited to all proprietary information, data, trade secrets, and know-how, including, without limitation, research, client lists, markets, marketing and other plans, and financial data (“Confidential Information”), that said Confidential Information is valuable to the Company, and that the unauthorized release of that Confidential Information would cause serious damage to the Company. You agree that you shall not disclose any of the Company’s Confidential Information or trade secrets without the Company’s written consent. All written materials, records and documents made by you or coming into your possession during your affiliation with the Company concerning the business or affairs of the Company and/or its Confidential Information are the sole property of the Company and you shall immediately deliver the same to the Company. You agree that you have or will immediately return any Company property in your possession, including laptop computers, calling cards, cell phones, credit cards, keys, and identification badges.

(b) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. You shall promptly provide written notice of any such order to the Company.

(c) Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

(i) You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(ii) If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (1) file any document containing the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.

8. You expressly acknowledge that the terms of Paragraphs 5, 6, and 7 are integral to this Agreement and that if you break any of your promises set forth in these Paragraphs you must pay to the Company the entire amount of the benefits you received pursuant to Paragraph 2 above, as well as all damages incurred by the Releasees, including attorneys’ fees resulting from your breach of these promises.

9. You agree that you will cooperate with the Company (or its parents, subsidiaries, affiliates or related entities) and its legal counsel in connection with any matters in which you have been involved and/or of which you have knowledge. Such cooperation shall include, without limitation, answering questions and helping to transition your duties and assignments to other directors, consultants, or employees of the Company. In addition, you will cooperate with any current or future investigation or litigation relating to any matter with which you were involved while providing services to the Company, of which you have knowledge, or which occurred while you were providing services to the Company. The Company will make good-faith efforts to provide you with reasonable notice, whenever possible, of the need for your cooperation.

10. You agree that, upon written request of the Company, you will make yourself reasonably available, taking into account your other business and personal commitments, to cooperate (a) with the Company, its subsidiaries and affiliates and any of their officers, directors, shareholders, or employees in connection with any investigation or review by the Company or any federal, state or local regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences that transpired while Counterparty was employed by the Company and in respect of which Counterparty has knowledge, and (b) with respect to transition matters (collectively, “Cooperation”), including assisting the Company in preparing an 8-K filing in compliance with appropriate regulation. Counterparty shall not be required to provide more than ten (10) full calendar days per year of Cooperation to the Company pursuant to this Section 10. Counterparty’s Cooperation shall include but not be limited to being available to meet with officers or employees of the Company and/or the Company’s counsel at mutually convenient times and locations, executing accurate and truthful documents and taking such other actions as may reasonably be requested by the Company and/or the Company’s counsel to effectuate the foregoing. Counterparty shall be entitled to reimbursement, upon receipt by the Company of documentation reasonably acceptable to the Company, for his reasonable out-of-pocket expenses for such Cooperation (including travel costs and reasonable legal fees to the extent Counterparty reasonably believes that separate representation is warranted and obtains the Company’s consent in writing prior to engaging separate counsel, which consent shall not be unreasonably withheld), and Counterparty shall be entitled to an honorarium of $300 per hour of Cooperation. Notwithstanding the foregoing, the provisions of this Section 10 with respect to reimbursement of expenses shall in no way affect Counterparty’s rights to be indemnified and/or advanced expenses in accordance with the Company’s corporate documents and/or in accordance with this Agreement.

11. This Agreement is intended to comply with the requirements of Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A. A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of your “separation from service” you are a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of your “separation from service.” Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pay such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year.

12. This Agreement shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by the laws of the State of New York, without regard to conflicts of law provisions thereof that would require application to the laws of another jurisdiction other than those that mandatorily apply. Each party hereby irrevocably submits and consents to the jurisdiction of the federal and state courts located in the City, County and State of New York for the purposes of enforcing and interpreting this Agreement. Disputes arising under and in connection with this Agreement shall be heard in the State of New York, New York County or in such other place as the parties hereto may agree, unless applicable law requires otherwise.

13. This is the entire agreement between you and the Company regarding the termination of your status as an officer and as a director of the Company. Except for the Surviving Documents, and any other agreements (or portions thereof) that may survive as per the terms of the Settlement Agreement to which this Agreement is attached, all writings and agreements between you and the Company or any of the Company’s affiliates are hereby terminated. You acknowledge that neither the Company nor any of the Releasees have made any promises to you other than those contained in this Agreement.

14. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. A facsimile signature shall be as valid and binding as an original.

15. No breach of any provision(s) of this Agreement may be waived unless in writing. This Agreement may be amended only by a written agreement executed by the parties in interest at the time of the amendment.

16. You understand that the Company has given you a period of twenty-one (21) days to review and consider this Agreement before signing it. You further understand that you may use as much of this twenty-one (21) day period as you wish prior to signing.

17. The Company encourages you to consult with an attorney before signing this Agreement. You understand that whether or not you do so is your decision.

18. You may revoke this Agreement within seven (7) days of the date on which you sign it by delivering a written notice of revocation to Lawrence Remmel, Pryor Cashman LLP, 7 Times Square, New York, New York 10036, no later than the close of business on the seventh day after you sign and deliver this Agreement to the Company. If you revoke this Agreement, it shall not be effective or enforceable, and you will not receive the benefits described in Paragraph 2.

YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND RELEASE, UNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT OF YOUR OWN FREE WILL, WITHOUT DURESS OR COERCION, AFTER DUE CONSIDERATION OF ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT EXCEPT AS STATED IN THIS AGREEMENT, NEITHER THE COMPANY NOR ANY REPRESENTATIVE OF THE COMPANY HAS MADE ANY REPRESENTATIONS OR PROMISES TO YOU.

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IN WITNESS WHEREOF , each of the undersigned have duly executed, or caused its authorized signatory to execute, this Agreement and Release as of April 4, 2019.

Exhibit II

Agreement and Release between Adhera Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned Counterparty (the “Agreement”)

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IN WITNESS WHEREOF , each of the undersigned have duly executed, or caused its authorized signatory to execute, this Agreement and Release as of April 4, 2019.