Exhibit 10.4


 


SECOND AMENDMENT TO CONSULTING AGREEMENT


 


This Second Amendment to Consulting
Agreement (“Amendment”), dated 5/26/2022 and effective as of June 1, 2022, is entered into by and between 180 Life
Sciences Corp., a Delaware corporation (the “Company”), and Lawrence Steinman (“Executive”) (collectively,
the Company and Executive are the “Parties”).


 


WHEREAS, the Company
and Executive have entered into a Consulting Agreement, dated November 17, 2021, and effective November 1, 2021 (the “Initial Agreement”)1,
concerning the engagement of Executive as Co-Chairman of the Company;


 


WHEREAS, the Company
and Executive have entered into a First Amendment to Consulting Agreement, dated April 27, 2022 (the “First Amendment”,
and the Initial Agreement as amended by the First Amendment, the “Agreement”)2,
concerning the engagement of Executive as Co-Chairman 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 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 Salary is reduced by an additional
$56,250 (the “Additional Accrued Amounts”) which shall be accrued until the Company has raised a minimum of $1,000,000
(the “Additional Accrued Funding Determination Date”); and



 


		2.	On the Additional Accrued Funding Determination Date, the
Additional Accrued Amounts shall be paid by the Company.



 


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



 


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



 


		5.	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/0001690080/000121390021060424/ea150938ex10-1_180lifesci.htm



	2	https://www.sec.gov/Archives/edgar/data/0001690080/000121390022022364/ea159003ex10-5_180life.htm




 




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Second Amendment to Consulting Agreement [Steinman 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/Lawrence Steinman
	 	 	Lawrence Steinman


 





 


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Second Amendment to Consulting Agreement [Steinman and 180]