Second Amendment to Executive Letterof Reappointment

Second Amendment to Executive Letter of Reappointment

This Second Amendment to the Executive Letter of Reappointment by and between Lightlake Therapeutics Inc. (the “Company”) and Roger Crystal (the “Employee”) (collectively, the “Parties”) dated November 26, 2012 (the “Letter”), and amended on December 31, 2012, is entered into by and between the Company and Employee effective as of December 31, 2013 (the “Second Amendment”).

WHEREAS the Letter, as amended, reengaged Employee as Chief Executive Officer (“CEO”) of the Company;

WHEREAS the Company has requested that Employee provide services beneficial to the Company that are beyond the scope of the Letter, as amended (the “Services”);

WHEREAS Employee has not been receiving meaningful cash compensation to date and has received an amount of options deemed by the Company to be inadequate to retain Employee as CEO;

WHEREAS the Company seeks to retain Employee as CEO; and

WHEREAS the Company seeks to provide Employee with additional incentive to remain CEO and perform the Services;

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby mutually agree to amend the Letter, as amended, with this Second Amendment as follows:

Employee shall receive incentive bonus cash pay (the “Incentive Bonus Cash Compensation”) upon the occurrence of certain events (each, an “Incentive Bonus Event”) between January 1, 2014 and December 31, 2015. Each Incentive Bonus Event and the corresponding Incentive Bonus Cash Compensation amount for such Incentive Bonus Event that shall be paid by the Company to Employee upon the occurrence of such Incentive Bonus Event is as follows: (a) date of commencement of the next trial for the Company’s opioid overdose treatment (the “Overdose Product”): US$90,000; (b) date of filing and/or submission of the Overdose Product for approval by the United States Food and Drug Administration (the “FDA”), whether via a New Drug Application or otherwise: US$245,000; (c) date of approval of the Overdose Product by the FDA: US$390,000; (d) date of the first to occur of the following with respect to the Overdose Product: (i) partnership; (ii) sale; or (iii) other significant transaction determined in good faith by a majority of the Board of Directors: US$180,000; (e) date achieve US$1,000,000 of total Overdose Product revenue: US$140,000; (f) date achieve US$5,000,000 of total Overdose Product revenue: US$225,000; (g) date achieve US$10,000,000 of total Overdose Product revenue: US$350,000; (h) date achieve US$25,000,000 of total Overdose Product revenue: US$500,000; (i) date achieve US$50,000,000 of total Overdose Product revenue: US$750,000; (j) date achieve US$100,000,000 of total Overdose Product revenue: US$1,000,000; (k) date(s) of commencement of each of the next two (2) binge eating disorder trials (per trial): US$100,000; (l) date(s) of commencement of any other trial(s) not previously mentioned in (a) through (k) above (US$ per trial): US$80,000; (m) date(s) of filing of any patent application(s) in any jurisdiction(s) (US$ per each specific patent sought in each jurisdiction): US$25,000; and (n) date(s) of approval of any patent application(s) in any jurisdiction(s) (US$ per approval of each specific patent sought in each jurisdiction): US$40,000. In addition, a majority of the Board of Directors has the discretion to determine in good faith and approve other Incentive Bonus Events and the corresponding Incentive Bonus Cash Compensation amount that shall be paid by the Company to Employee upon the occurrence of each such Incentive Bonus Event. The Company shall pay Employee the relevant amount of Incentive Bonus Cash Compensation upon the occurrence of each corresponding Incentive Bonus Event.

Employee shall accrue paid time off (the “PTO”) at the rate of twenty-five (25) days for each calendar year, prorated as applicable for any particular calendar year and subject to the terms of the Company’s vacation policy. PTO is meant to include all vacation, personal, and sick days. Employee shall be compensated at the rate of 2014 Base Cash Compensation for any PTO accrued during 2014 and at the rate of 2015 Base Cash Compensation for any PTO accrued during 2015. Employee shall also be entitled to paid Company holidays as generally given by the Company, which are currently defined to include New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day.

Between January 1, 2014 and December 31, 2014, the Company shall pay Employee no less than US$330,000 of the total cash compensation earned by Employee between January 1, 2014 and December 31, 2014. All amounts earned by Employee between January 1, 2014 and December 31, 2014 in excess of the amounts actually paid to Employee shall accrue and be owed by the Company to Employee.

Notwithstanding the foregoing, between January 1, 2014 and December 31, 2014, Employee shall not actually receive more than US$330,000 of the total cash compensation earned by Employee between January 1, 2014 and December 31, 2014 unless either: (a) there is a Change in Control (as hereinafter defined); (b) a termination event as set forth in Paragraph 7 herein; or (c) a majority of the Board of Directors approves the receipt of cash compensation by Employee from the Company in excess of US$330,000 between January 1, 2014 and December 31, 2014, in which case a majority of the Board of Directors shall determine the amount of such payment of cash compensation by the Company to Employee, but in no event shall such amount be in excess of the total amounts owed by the Company to Employee at such time.

Notwithstanding the foregoing, irrespective of the employment status of Employee: (a) the Company shall pay Employee at least fifty percent (50%) of all Owed Amounts (as hereinafter defined) as of May 31, 2015 (the “First Calculation Date”) (fifty percent (50%) of the total Owed Amounts (as hereinafter defined) as of the First Calculation Date being defined as the “First Calculation Amount”), no later than June 30, 2015 (the “First Payment Date”); and (b) the Company shall pay Employee one hundred percent (100%) of all Owed Amounts (as hereinafter defined) as of December 31, 2015 (the “Second Calculation Date”) no later than January 31, 2016 (the “Second Payment Date”) (the “Second Calculation Amount”). “Owed Amounts” is defined as the total cash amounts owed by the Company to Employee, including, but not limited to, earned and unpaid 2014 Base Cash Compensation, earned and unpaid 2015 Base Cash Compensation, earned and unpaid Incentive Bonus Cash Compensation, earned and unpaid PTO, and any other amounts owed by the Company to Employee, including, but not limited to, amounts due to be reimbursed to Employee. In the event that less than the First Calculation Amount is paid by the Company to Employee between the First Calculation Date and the First Payment Date, then the Company shall pay a late fee penalty to Employee and such penalty shall be in the form of: (a) interest at a rate of six percent (6%) per annum for the first three (3) months after the First Payment Date; and (b) interest at a rate of nine percent (9%) per annum for the next four (4) months. Such interest rates shall apply to an amount equal to the First Calculation Amount minus any payments of Owed Amounts as of the First Calculation Date made by the Company to Employee between the First Calculation Date and January 31, 2016. In the event that the Second Calculation Amount is not paid by the Company to Employee on or before the Second Payment Date, then the Company shall pay a late fee penalty to Employee and such penalty shall be in the form of: (a) interest at a rate of ten percent (10%) per annum for the first three (3) months after the Second Payment Date; and (b) interest at a rate of fifteen percent (15%) per annum thereafter until all Owed Amounts as of the Second Calculation Date are paid in full by the Company to Employee.

Between February 1, 2014 and December 31, 2014, the Company shall grant Employee fully vested cashless stock options for an amount of shares of Common Stock equal to no less than six percent (6%) of the Total Fully Diluted Shares of the Company (as hereinafter defined) as of December 15, 2014, and between January 1, 2015 and December 31, 2015, the Company shall grant Employee fully vested cashless stock options for an amount of shares of Common Stock equal to no less than six percent (6%) of the Total Fully Diluted Shares of the Company (as hereinafter defined) as of December 15, 2015 (collectively, the “Additional Options”). All of the Additional Options shall be cashless, have a life of ten (10) years, and fully vest on the dates of their issuances. At least one-third (1/3) of the Additional Options shall have an exercise price equal to the market price of the Common Stock at the time(s) of their issuance(s) and the remaining Additional Options shall have an exercise price no greater than twenty-five percent (25%) above the market price of the Common Stock at the time(s) of their issuance(s). “Total Fully Diluted Shares of the Company” is defined as the sum of: (i) all outstanding shares of Common Stock, regardless of whether such shares are restricted; (ii) all of the shares of Common Stock that all outstanding warrants issued or granted by the Company can be exercised into, treating all warrants as exercised regardless of any restrictions on their exercise, regardless of their exercise prices (i.e. assuming that every outstanding warrant is “in the money” even if they are not), and regardless of whether such warrants are cashless; (iii) all of the shares of Common Stock that all outstanding options issued or granted by the Company can be exercised into, treating all options as exercised regardless of any restrictions on their exercise, regardless of their exercise prices (i.e. assuming that every outstanding option is “in the money” even if they are not), and regardless of whether such options are cashless; (iv) all of the shares of Common Stock that all preferred stock issued by the Company can be converted into, treating all preferred stock as converted regardless of any restrictions on their conversion and regardless of their conversion prices (i.e. assuming that all issued preferred stock is converted into Common Stock even if they are not); (v) all of the shares of Common Stock that all derivative securities issued by the Company, including, but not limited to, convertible securities, can be converted into, treating all derivative securities as converted regardless of any restrictions on their conversion and regardless of their conversion prices (i.e. assuming that all derivative securities are converted into Common Stock even if they are not); and (vi) and all other Common Stock equivalents, with such equivalents being treated in the same manner as (ii) through (v) above, as relevant.

All of the aforementioned options, including the Additional Options, shall be collectively defined as the “Options”. Such Options shall be exercisable in the form of Notice of Stock Option Grant attached as Exhibit A hereto, which Options may be exercised, where applicable, pursuant to the form of Notice of Exercise of Stock Option (the “Exercise Notice”) attached as Exhibit B hereto. Notwithstanding any provisions of the Options to the contrary, if the fair market value of one share of common stock is greater than the relevant exercise price (the “Exercise Price”) (at the date of calculation as set forth below), in lieu of exercising the Options for cash, Employee may elect to receive shares equal to the value (as determined below) of the Options (or the portion thereof being exercised) by surrender of the Options at the principal office of the Company together with the properly signed Exercise Notice in which event the Company shall issue to Employee a number of shares of Common Stock computed using the following formula:

Within one (1) month following the date(s) of their grant(s), the Company shall deliver to Employee all Options granted herein. All such Options delivered to Employee may be delivered to Employee electronically with a scanned signature, in which case they shall have the same effect and force as if they had been delivered in original signed form. For all Options granted to Employee electronic delivery of a signed Exercise Notice along with electronic delivery of such Options shall have the same exercise effect as surrendering such Options at the principal office of the Company together with the properly signed Exercise Notice.

All shares of Common Stock underlying the Options set forth above and all shares of Common Stock underlying all warrants and options previously granted to Employee shall be delivered in registered and freely transferrable form. Within one (1) year from the date hereof, the Company shall register all such stock under the Securities Act of 1933, as amended, to ensure that registered and freely transferrable Common Stock shall be delivered to Employee upon the exercise of the Options and previously granted options and warrants. Within one (1) year from the date hereof the Company shall adopt a stock incentive plan that is tax-efficient for Employee.

Additional incentive awards, stock, warrants, and stock options may be granted by the Company to Employee at the discretion of the majority of the Board of Directors. Employee’s right to exercise any Options and any previously granted options and warrants shall not be restricted in any way by any language with respect to being in full compliance with any other agreements. Any language in any such Option, option and warrant that is the same as or comparable to “Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of the Optionee’s right to exercise any Option that the Optionee be in full compliance with any other agreements between the Optionee and the Company, including without limitation any confidentiality agreements” is hereby void, invalid, and without any force or effect.

IN WITNESS WHEREOF the parties have executed this Second Amendment effective as of this 31st day of December 2013.

LIGHTLAKE THERAPEUTICS INC.

By: /s/ Kevin Pollack

Name: Kevin Pollack

Title: CFO

By: /s/ Dr. Roger Crystal

Name: Dr. Roger Crystal

Title: Chief Executive Officer

EXHIBIT A

FORM OF NOTICE OF STOCK OPTION GRANT

Dear Dr. Roger Crystal (“Optionee”),

Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Reappointment dated November 26, 2012, between the Company and Roger Crystal, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.

Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:

Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.

Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.

By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.

EXHIBIT B

Form of Notice of Exercise of Stock Option

 Ladies and Gentlemen:

This letter constitutes an unconditional and irrevocable notice that I hereby exercise the stock option(s) granted to me by Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) on _______________ at a fair market value of US$ ______ per share. Pursuant to the terms of such option(s), I wish to purchase _______________ shares of the common stock covered by such option(s) at the exercise price(s) of US$ ______ per share via cashless exercise. These shares should be registered under the Securities Act of 1933, as amended, and delivered as follows:

I represent that I will not dispose of such shares in any manner that would involve a violation of applicable securities laws.