Exhibit 10.3


 





 


February 18, 2021


 


VIA ELECTRONIC DELIVERY


 


James N. Woody, M.D., Ph.D.


Chief Executive Officer


 


Ozan Pamir


Chief Financial Officer


 


180 Life Sciences Corp.


830 Menlo Avenue, Suite 100


Menlo Park, CA 94025


 


		Re:	Amendment to Engagement Letter



 


Gentlemen:


 


This letter (this “Amendment”) amends the
engagement letter dated January 26, 2021 (the “Agreement”), between 180 Life Sciences Corp. (the “Company”)
and Maxim Group LLC (“Maxim”). Capitalized terms used herein and not otherwise defined have the meanings ascribed
to them in the Agreement.


 


For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Maxim agree to the following:


 


1. The
definition of an “Alternative Transaction” shall be amended, for the avoidance of doubt, to clarify that such term
includes any public or private placement of equity, equity-linked, warrants, convertible or debt securities and any warrant solicitations
or similar transactions in which Maxim solicits current security holders of the Company to exercise outstanding securities, and
the definition of “Securities” shall be amended, for the avoidance of doubt, to include any securities that may also
be issued in an Alternative Transaction.


 


2. This
Agreement is hereby amended to include in the definition of “Offering,” or, where applicable, substitute for the term
“Offering,” any Alternative Transaction that the Company pursues during the Engagement Period in which Maxim is acting
as the Company’s financial advisor, underwriter, book runner, placement agent, solicitation agent or in any such other capacity
as the Company and Maxim negotiate and agree in accordance with the terms of the Agreement. References in the Agreement related
to a public Offering of Securities shall similarly, where and when applicable, be substituted for references related to the type
of Alternative Transaction that is being consummated by the Company (by way of example, references to the Company filing a Registration
Statement for initial issuance of Securities in the Offering shall be deemed not applicable and references to Maxim acting as an
underwriter in the Offering shall be substituted with references of Maxim acting as a placement agent if the Company agrees to
an Alternative Transaction in the form of a private placement). Maxim’s agreement to act in any capacity with respect to
any Alternative Transaction is, in each case, subject to, among other things, completion of Maxim’s due diligence examination
of the Company and its affiliates at the time of any such Alternative Transaction in accordance with the terms of the Agreement.


 




    


     


    

 





 


3. The
first sentence of Section 1 of this Agreement is hereby amended to read:


 


“The Company hereby engages Maxim, for
the period beginning on the date hereof and ending on June 30, 2021, or in the event that the Company pursues an Alternative Transaction
in which Maxim is involved in any capacity, such later date as the Company and Maxim shall mutually agree is appropriate for the
terms and circumstances of and relating to such Alternative Transaction (the “Engagement Period”), to
act as the Company’s financial advisor, sole managing underwriter and sole book runner, or in the case of an Alternative
Transaction, to act as the Company’s placement agent, solicitation agent or to act in such other capacity and perform such
actions as the Company and Maxim shall negotiate and mutually agree.”


 


4. The
first sentence of Section 5 of the Agreement is hereby amended to read:


 


“An underwriting discount or spread
of seven percent (7%) of Company securities offered to the public in a public Offering, or in the event of an Alternative Transaction,
a fee of seven percent (7%) of the gross proceeds received by the Company in such Alternative Transaction, shall be provided to
Maxim.”


 


5. The
Agreement is hereby amended to add the following provisions to Section 13, as Sections 13(j)-(q), following Section 13(i), all
of which shall apply specifically, and be conditions, to an Alternative Transaction:


 


“(j) The Company shall have entered into a securities
purchase agreement, solicitation agreement or other agreement (each an “Investor Agreement,” together, the “Investor
Agreements”) with each of the investors in the Alternative Transaction, and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the investors;


 


(k) The Company shall
have delivered to Maxim at the initial closing of the Alternative Transaction and at each subsequent closing of the Alternative
Transaction a certificate executed on behalf of the Company by its President and Chief Financial Officer dated as of the applicable
closing date, to the effect that, as of the applicable closing date, the representations and warranties of the Company contained
herein were and are accurate, and that, as of the applicable date, the obligations to be performed by the Company hereunder and
under the transaction documents for the Alternative Transaction on or prior thereto have been fully performed;


 


(l) The Company shall
have delivered to Maxim at the initial closing of the Alternative Transaction a certificate executed on behalf of the Company by
its Secretary (i) certifying the resolutions adopted by the Board of Directors of the Company approving the Alternative Transaction,
the associated transaction documents, including the adoption and filing of a certificate of designations, if necessary, and the
issuance of the securities in the Alternative Transaction, (ii) certifying and providing copies of the current versions of the
Company’s charter documents and (iii) certifying as to the signatures and authority of persons signing the transaction documents
and related documents on behalf of the Company in the Alternative Transaction;


 


(m) The Company shall
have delivered to Maxim at the initial closing of the Alternative Transaction a certificate addressed to Maxim and dated such date,
of the Company’s regulatory affairs officer, in form and substance satisfactory to Maxim;


 


(n) Maxim shall have
received the favorable opinion of the law firm designated by the Company as its legal counsel for this purpose, in the form and
substance reasonably satisfactory to Maxim;


 




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(o) Maxim shall not
have discovered and disclosed to the Company on or prior to the closing date that the transaction documents for the Alternative
Transaction or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for
Maxim, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein
or is necessary to make the statements therein not misleading; and


 


(p) All obligations
and conditions for closing under the Investor Agreements between the Company and the investors shall have been met; and


 


(q) The Company shall
have delivered to Maxim such further information, certifications and documents as Maxim may reasonably request. ”


 


6. Section
14 of the Agreement is hereby amended to read:


 


“Upon the closing of each Offering (including,
for the avoidance of doubt, an Alternative Transaction) (each, a “Closing”), for a period of twelve (12) months
from such Closing, the Company grants Maxim the right of first refusal to act as a sole managing underwriter, sole book runner
or sole placement agent, as applicable, for any and all future public and private equity, equity-linked, convertible and debt offerings,
and to act as the exclusive solicitation agent in connection with any and all future solicitations by the Company for the purchase
of any outstanding equity or equity-linked securities of the Company (each a “Future Financing”) during such
twelve (12) months period. The rights contained in this Section 14 shall apply with respect to the Company and any successor to,
or any subsidiary of, the Company.”


 


7. Each
of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company
to any investors or purchasers in the Investor Agreements in connection with an Alternative Transaction is hereby incorporated
herein by reference into the Agreement (as though fully restated therein) and is, as of the date of the Investor Agreement and
as of the closing date of the Alternative Transaction, hereby made to, and in favor of, Maxim.


 


8. The
Company represents and warrants to Maxim that neither the entry into this Amendment, nor any other action of the Company in connection
with an Offering, will violate any agreement between the Company and any other placement, solicitation, or other similar agent.


 


This Amendment may be executed in counterparts
and by electronic or facsimile transmission.


 


[Signature page
follows]


 




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	 	Yours tru ly,
	 	 
	 	Maxim Group LLC
	 	 
	 	/s/ Clifford A. Teller
	 	By: Clifford A. Teller
	 	Title: Executive Managing Director and Head of Investment Banking


 


ACCEPTED AND AGREED
TO AS OF


THE DATE FIRST ABOVE
WRITTEN:


 


180 Life Sciences Corp.


 


	/s/ Ozan Pamir	 
	By: Ozan Pamir	 
	Title: CFO	 


 


[Signature Page to Amendment to Engagement
Letter]


 


 


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