Exhibit
10.1


 





180
Life Sciences Corp. f/k/a


KBL Merger Corp. IV

830 Menlo Avenue, Suite 100


Menlo Park, CA 94025


 


 





November
25, 2020


 


Alpha Capital Anstalt


Lettstrasse 32


9490 Vaduz


Liechtenstein


 


Dominion Capital LLC


256 West 38th Street, 15th Floor


New York, NY 10018-9844


 


Gentlemen:


 


Reference is made
to (a) that certain Securities Purchase Agreement (as modified from time to time, the “June Purchase Agreement”),
dated as of June 12, 2020, among KBL Merger Corp. IV (n/k/a 180 Life Sciences Corp. (the “Company”), Dominion
Capital LLC and Kingsbrook Opportunities Master Fund LP (each, individually, a “June Purchaser” and collectively,
together with their successors and permitted assigns, the “June Purchasers”) providing for, among other things,
the issuance at the First Closing, (i) Senior Secured Convertible Promissory Notes (as modified from time to time, the “June
Senior Convertible Notes”) and (ii) Senior Secured Convertible Extension Promissory Notes (as modified from time to time,
the “Extension Notes” and together with the June Senior Convertible Notes, herein referred to collectively as
the “June Notes”), and (iii) June Commitment Shares, and at the Second Closing, shares of the Company’s
Series A Convertible Preferred Stock to Dominion Capital LLC (as modified from time to time, the “Preferred Stock”)
(b) the Designations, Preferences and Rights of the Series A Convertible Preferred Stock of the Company as set forth in the Second
Amended and Restated Certificate of Incorporation of the Company (the “COD”) relative to the Preferred Stock,
(c) that certain Securities Purchase Agreement (as modified from time to time, the “September Purchase Agreement”),
dated as of September 8, 2020, between the Company and Alpha Capital Anstalt (“Alpha”) providing for, among
other things, the issuance at the Closing of, (i) a Senior Secured Convertible Promissory Note (as modified from time to time,
the “Alpha Senior Convertible Note”) (the Alpha Senior Convertible Note and together with the June Notes are
hereinafter collectively referred to as the “Notes”) and (ii) Alpha Commitment Shares. Certain capitalized terms
used herein but not otherwise defined have the meanings given to such terms in the June Purchase Agreement.


 


This letter agreement
(this “Letter Agreement”) confirms our agreement to the following:


 


(1)             
In accordance with Section 6.3(b) of the June Purchase Agreement, Dominion Capital LLC, as the Required Purchasers (as defined
in the June Purchase Agreement), hereby agrees to amend the second sentence in Section 4(b) of each of the June Notes to read as
follows:


 


“.
.. . .In addition to any other adjustments described in this Section 4(b), the Fixed Conversion Price shall be subject to adjustment
as follows: (i) before ninety (90) days following the Company’s completion of its contemplated business combination as initially
reported in the Company’s Current Report on Form 8-K filed with the Commission on July 23, 2019 (the “Business Combination”),
the Conversion Price shall be equal to the lower of (A) 96% of the lowest VWAP of the Company’s Common Stock during the five
(5) Trading Day period ending on the Trading Day immediately prior to the Conversion Date and (B) $5.28, provided, however,
that in no event shall the Fixed Conversion Price be lower than $2.00, and (ii) after ninety (90) days following the Company’s
completion of its contemplated Business Combination, the Conversion Price shall equal the lowest VWAP of the Company’s Common
Stock during the five (5) Trading Day period ending on the Trading Day immediately prior to the Conversion Date, provided,
however, that in no event shall the Fixed Conversion Price be lower than $2.00.”


 






     


     


    

 


(2)             
Each of the parties hereto agrees to waive without any further action any covenant contained in any Transaction Documents
(as defined in the June Purchase Agreement or the September Purchase Agreement) that would prevent the amendment of the June Notes
described in clause (1) and the carrying out the transactions contemplated thereby.


 


(3)             
Each of the parties hereto acknowledges and agrees that the amendment of the June Notes and the carrying out of the transactions
contemplated thereby will not cause an Event of Default, (as defined in any Note) under any Note.


 


The Company hereby agrees, for itself
and its Subsidiaries, that the Guarantors continue to guaranty, pursuant to the Guaranty, as primary obligor and not as surety,
the full and punctual payment when due of the obligations owing under the Notes and the other Transaction Documents as modified
hereby (as limited by the original terms of the Guaranty) and that the terms hereof shall not affect in any way their obligations
and liabilities, as expressly modified hereby, under the applicable Transaction Documents. The Company, for itself and its Subsidiaries,
hereby reaffirms (a) all such obligations and liabilities, and agrees that such obligations and liabilities shall remain in
full force and effect and (b) the security interests granted under the applicable Transaction Documents, and agrees that such
security interests shall continue to secure such obligations and liabilities.


 


This Letter Agreement is a Transaction
Document and is limited as written. As of the date first written above, each reference in the Purchase Agreement or any other applicable
Transaction Document to “this Agreement,” “hereunder,” “hereof,” “herein,”
or words of like import, and each reference in the other Transaction Documents to such Purchase Agreement or other Transaction
Document (including, without limitation, by means of words like “thereunder,” “thereof” and
words of like import), shall refer to the Purchase Agreement as modified thereby, and this Letter Agreement and the Purchase Agreement
shall be read together and construed as a single agreement. The execution, delivery and effectiveness of this Letter Agreement
shall not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision
of, any Transaction Document or (B) commit or otherwise obligate any Purchaser to enter into or consider entering into any
other amendment, waiver or modification of any Transaction Document.


 






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All communications and notices hereunder
shall be given as provided in the applicable Transaction Documents. This Letter Agreement (a) shall be governed by and construed
in accordance with the law of the State of New York, (b) is for the exclusive benefit of the parties hereto and the other
Purchasers and beneficiaries of the Purchaser Agreement and, together with the other Transaction Documents, constitutes the entire
agreement of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may
be modified, waived or assigned only in writing and only to the extent such modification, waiver or assignment would be permitted
under the applicable Transaction Documents (and any attempt to assign this Letter Agreement without such writing shall be null
and void), (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and it should
not be construed against any of its drafters and (e) shall survive the satisfaction or discharge of the amounts owing under
the applicable Transaction Documents. The fact that any term or provision of this Letter Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of
the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any
other situation or jurisdiction or as applied to any person.


 


[SIGNATURE PAGES FOLLOW]


 






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Kindly
confirm your agreement with the above by signing in the space indicated below and by sending a partially executed copy of this
letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement.


 


	 	Very truly yours,
	 	 	 
	 	180 LIFE SCIENCES CORP.
	 	 	 
	 	By: 	/s/ James N. Woody, M.D., Ph.D.

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

	 	 	Title: Chief Executive Officer




 


	Acknowledged and Agreed:	 
	 	 	 
	Dominion Capital LLC	 
	 	 
	By: Dominion Capital Holdings LLC, its Adviser	 
	 	 	 
	By: 	/s/ Mikhail Gurevich	 
	 	Mikhail Gurevich, Authorized Signatory	 
	 	 	 
	Alpha Capital Anstalt	 
	 	 	 
	By: 	/s/ Konrad Ackermann	 
	 	Name: Konrad Ackermann	 
	 	Title: Director	 



 


Cc:


 


Kingsbrook
Opportunities Master Fund LP


689
Fifth Avenue, 12th Floor


New
York, NY 10022


 


 






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