180 Life Sciences (ATNF) 8-K Departure of Directors or Certain Officers

Exhibit 10.5

FIRST AMENDMENT TO CONSULTING AGREEMENT

This First 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 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 “Agreement”)¹, 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 March 1, 2022, the Salary is reduced by $56,250 (a 25% reduction) and such amounts (“Accrued Amounts”) shall be accrued until such time as the Board of Directors determines to pay such Accrued Amounts, which the Company expects will not be until it has raised a minimum of $15,000,000 (the “Funding Determination Date”); and

2. On the Funding Determination Date, the 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 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/0001690080/000121390021060424/ea150938ex10-1_180lifesci.htm

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: April 27, 2022	By:	/s/ Ozan Pamir
	Its:	CFO
	Printed Name:	Ozan Pamir
The “Executive”
Date: April 15, 2022	By:	/s/ Lawrence Steinman
		Lawrence Steinman