Exhibit 10.6


 


SECOND AMENDMENT TO CONSULTING AGREEMENT


 


This Second Amendment to
Consulting Agreement (“Amendment”), dated April 27, 2022 and effective as of the same date, unless otherwise set
forth below, is entered into by and between Cannbiorex Pharma Ltd., a UK corporation (the “Company”), and Jagdeep
Nanchahal (“Consultant”) (collectively, the Company and Consultant are the “Parties”).


 


WHEREAS, the Company
and the Consultant have entered into a First Amendment to Consultancy Agreement, dated March 31, 2021, and effective December 1, 2020
(the “Agreement”)1, concerning the engagement
of the Consultant as Chair of Clinical Advisory Board of 180 Life Sciences Corp.;


 


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.	As outlined in the Agreement, upon acceptance of the data for the phase 2b clinical trial for Dupuytren’s
disease for publication, the monthly fee of the Consultant is increased to £23,000.
During the month of March 2022, the data for the phase 2b clinical trial for Dupuytren’s disease was accepted for publication, subject
to editing and final approvals before an actual release date occurs. Therefore, the monthly fee was increased to £23,000,
as of March 1, 2022 (the “Increase in Fees”), of which:



 


		(a)	£4,000 of the amount of the Increase
in Fees, payable per the regular payroll practices (the “Accrued Amounts”), shall be accrued until the earlier of (i)
the Company raising a minimum of $15,000,000, or (ii) November 1, 2022 (the “Funding Determination Date”); and



 


		(b)	£19,000 per month of such Fees shall
be payable per the payroll practices of the Company in cash by the Company starting effective March 1, 2022 until the Funding Determination
Date.



 


		(c)	On the Funding Determination Date, the Accrued Amounts shall be paid by the Company.



 


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



 


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



 


		4.	This Agreement and any signed agreement or instrument entered into in connection with this Agreement,
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/0001690080/000121390021019967/ea138936ex10-2_180life.htm



 






     


     


    

 


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


 


	The “Company”	Cannbiorex Pharma Ltd.
	 	 	 
	Date: April 27, 2022	By:  	/s/ Ozan Pamir
	 	Its:	CFO
	 	Printed

 Name: 	 

                                                                      Ozan Pamir

	 	 	 
	The “Executive”	 	 
	Date: April 27, 2022	By:  	/s/ Jagdeep Nanchahal
	 	 	Jagdeep Nanchahal