Exhibit 10.1


 


SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


This
Second Amendment to Amended and Restated Employment Agreement (“Amendment”), dated
5/26/2022 and effective as June 1, 2022, is entered into by and between 180 Life Sciences Corp., a Delaware corporation (the
“Company”), and James N. Woody (“Executive”) (collectively, the Company and Executive are the
“Parties”).


 


WHEREAS,
the Company and Executive have entered into an Amended and Restated Employment Agreement, dated made as of February 24, 2021, and effective
November 6, 2020 (the “Initial Agreement”)1, concerning the employment of Executive as Chief Executive Officer
of the Company;


 


WHEREAS,
the Company and Executive have entered into a First Amendment to Employment Agreement, dated April 27, 2022 (the “First Amendment”,
and the Initial Agreement as amended by the First Amendment, the “Agreement”)2, concerning the employment
of Executive as Chief Executive Officer of the Company;


 


WHEREAS,
certain capitalized terms used below have the meanings given to such terms in the Agreement; and


 


WHEREAS,
the parties wish to amend the Agreement to revise certain terms of the Agreement and as set forth herein in order to reduce Company costs
on a temporary basis.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged
and confirmed, the parties hereto agree as follows:


 


		1.	Effective June 1, 2022, the current Base Salary of $463,500
is reduced to $231,750 (after taking into account the prior accrual of $92,700 (as set forth in the First Amendment) and an additional
accrual of $139,050) and such additional accrued amount ($139,050) (the “Additional Accrued Amounts”) shall be accrued
until such time as the Company has raised a minimum of $1,000,000 (the “Additional Accrued Funding Determination Date”);
and






 


		2.	$231,750 of such Base Salary shall be payable per the payroll
practices of the Company in cash by the Company starting effective June 1, 2022 until the Additional Accrued Funding Determination Date.



 


		3.	On the Additional Accrued Funding Determination Date, Executive’s
salary shall increase to the Base Salary (as set forth in the First Amendment) and the Additional Accrued Amounts shall be paid by the
Company. In addition, at the discretion of the Board of the Directors, the Base Salary on the Additional Accrued Funding Determination
Date may be further increased by 2%.



 


		4.	Except to the extent modified hereby, the Agreement shall
remain in full force and effect.



 


		5.	This Amendment shall be binding upon and inure to the benefit
of the parties and their successors and assigns.



 


		6.	This Amendment and any signed agreement or instrument entered
into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which
shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf,
..tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be
treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person.



 





 






	1	https://www.sec.gov/Archives/edgar/data/1690080/000121390021013180/ea136864ex10-
2_180lifesci.htm



	2	https://www.sec.gov/Archives/edgar/data/0001690080/000121390022022364/ea159003ex10-
1_180life.htm









 






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Second Amendment to Employment Agreement [Woody and 180]


     


    

 


IN WITNESS WHEREOF, the parties
have caused the Amendment to be executed as of the date and year first referenced above.


 


	The “Company”	180 Life Sciences Corp.
	 	 	 
	Date:5/26/2022	By:	/s/ Ozan Pamir
	 	Its:	CFO
	 	Printed Name: 	Ozan Pamir
	 	 	 
	The “Executive”	 	 
	 	 	 
	Date: 5/26/2022	By:	/s/ James N. Woody  
	 		James N. Woody



 


 


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Second Amendment to Employment Agreement [W oody and 180]