Exhibit 10.12.4


 


Certain identified
information has been excluded from the exhibit pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of
information that the registrant treats as private or confidential. Redacted information is indicated by: [***]


 


Amendment #4



 


Consulting Agreement dated October 17, 2016
between


 


ProMIS Neurosciences, Inc. and Danforth
Advisors, LLC


 


This Amendment No. 4
to Consulting Agreement (“Amendment”) is made as of October 1, 2021 (“Effective Date”), by and between ProMIS
Neurosciences, Inc. (“Company”) and Danforth Advisors, LLC (“Consultant” or “Danforth”). Capitalized
terms used but not defined herein shall have the respective meaning set forth in the Consulting Agreement by and between Danforth Advisors
and the Company dated as of October 17, 2016 (“Agreement”).


 


WHEREAS,
Danforth is engaged by the Company under the terms and conditions of the Consulting Agreement; and


 


WHEREAS,
the Company and Consultant mutually desire to amend the term and scope of the Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for the other good
and valuable consideration, receipt of which is hereby acknowledge, the parties hereby agree as follows:


 


		1.	Section 3. Term and Termination is hereby modified to extend the term of the Agreement until
October 29, 2024.



 


		2.	Exhibit A to the Agreement is hereby modified to allow Danforth to add the services of various Danforth
employees to perform the Services required and approved, such approval to be provided verbally or by email, by the Company at each such
Danforth employee’s billable rate in effect at the time they are added to the Agreement. The billable rates in effect as of the
date of this Amendment No.1 are as described in Exhibit A-4.



 


		3.	Except as specifically provided for in this Amendment, the terms of the Agreement shall be unmodified
and shall remain in full force and effect.



 


This Amendment may be executed in one
or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same
Amendment, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to the other.


 






     


     


    

 


IN WITNESS WHEREOF, this Amendment
has been executed by the Company and Danforth to be effective as of the date first above written.


 


	DANFORTH ADVISORS, LLC	 	PROMIS NEUROSCIENCES, INC.
	 	 	 
	By: 	/s/ Chris Connors	 	By: 	 
	 	 	 
	Print
    Name:      Chris Connors	 	Print
    Name:      Eugene Williams
	 	 	 
	Title:
      Chief Executive Officer	 	Title:
      Executive Chairman
	 	 	 
	Date: 	11/10/2021	 	Date: 	/s/ Eugene Williams


 






    2


     


    

 


Exhibit A-4


 


Description of Services and Schedule of Fees


 


Danforth will perform mutually agreed to finance
and accounting functions which are necessary to support the management and operations of the Company including, but not limited to, the
functions set forth below:


 


	Role	 	Hourly
    Rate	 	Function
	 	 	 	 	 
	Sr. Advisor	 	$[***]/hour	 	Senior Advisory 
	 	 	 	 	 
	CFO	 	$[***]/hour	 	CFO
	 	 	 	 	 
	Sr. Director	 	$[***]/hour	 	Principal Accounting Officer 
	 	 	 	 	 
	Sr. HR Director	 	$[***]/hour	 	Human Resources 
	 	 	 	 	 
	HR Director	 	$[***]/hour	 	Human Resources
	 	 	 	 	 
	Director	 	$[***]/hour	 	VP Finance
	 	 	 	 	 
	Sr HR Manager	 	$[***]/hour	 	Human Resources 
	 	 	 	 	 
	Sr Manager	 	$[***]/hour	 	Sr Controller/FP&A
	 	 	 	 	 
	Manager	 	$[***]/hour	 	Controller 
	 	 	 	 	 
	HR Manager	 	$[***]/hour	 	Human Resources 
	 	 	 	 	 
	Sr. Consultant	 	$[***]/hour	 	Asst. Controller 
	 	 	 	 	 
	Consultant	 	$[***]/hour	 	Staff Accountant


 


Mr. Daniel
Geffken will work for a monthly fixed fee of $15,000 (estimated at a 35 hour commitment /month), commencing October 1, 2021. As additional
consideration for the fixed fee arrangement, the Board of Directors of the Company will vote at its next Board Meeting on November 11,
2021 to provide Danforth an option (the “Danforth Option”) to purchase 500,000 shares of common stock. The Danforth Option
shall have a 10-year term an exercise price equal to the fair value of the common stock as determined by the Board of Directors of the
Company on the date such option is issued and shall vest ratably over 12 months commencing on the Effective Date, subject to the continued
provision of services to the Company by Danforth as of each vesting date. If this agreement is terminated by the Company within 6 months
of the Effective Date, for other than cause, then shares as to 50% of the Danforth Option shall vest. The Company and Danforth will enter
into a separate stock option agreement within 30 days of the Effective Date, to be negotiated in good faith.