Exhibit 10.7


 





First Amendment to
Senior Advisor Agreement


 


This amendment (the “First
Amendment”) to the Senior Advisor Agreement by and between Brad Miles (“Miles”) and Lightlake Therapeutics Inc.
(the “Company”) dated January 22, 2013 (the “Agreement”) is entered into on February 24, 2015, and hereby
amends the terms of the Agreement.


 


WHEREAS Miles is a Senior
Advisor to the Company;


 


WHEREAS the Company has
requested that Miles provide additional Services (as defined in the Agreement);


 


WHEREAS Miles has received
compensation deemed by the Company to be inadequate to retain Miles as a Senior Advisor;


 


WHEREAS the Company seeks
to retain Miles as a Senior Advisor; and


 


WHEREAS the Company seeks
to provide Miles with additional incentive to remain a Senior Advisor 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 this First Amendment as follows:


 


		1)	Miles shall provide the Services to the Company until December 31, 2016 (the “Term End Date”),
unless the Agreement is terminated as per the terms of the Agreement or the terms herein.



 


		2)	Any compensation granted herein to Miles shall be in addition to any other option compensation
previously granted by the Company to Miles.



 





		3)	Until the Term End Date the Company shall pay Miles Ten Thousand United States Dollars (US$10,000.00)
for each calendar quarter that Miles provides Services to the Company (the “Quarterly Payment”), unless the Agreement
is terminated as per the terms of the Agreement or the terms herein. The first Quarterly Payment shall be paid to Miles within
three (3) business days of the date of this Amendment. Unless the Agreement is terminated as per the terms in the Agreement or
the terms herein, subsequent Quarterly Payments shall be paid to Miles within twenty (20) business days of April 1, 2015, July
1, 2015, October 1, 2015, January 1, 2016, April 1, 2016, July 1, 2016, and October 1, 2016. All Quarterly Payments due to Miles
shall be wired to Miles according to the following instructions:



 






     


     


    

 


Brad Miles


 


117 Sandcherry
Court


 


Pickering,
Ontario Canada, L1V 6V8


 


Bank of Montreal


 


726 Kingston
Rd., Unit 1


 


Pickering
West


 


Pickering
Ontario Canada, L1V 1A9


 


Account#:


 


Swift Code:


 


Routing#:


 


		4)	The following language in Paragraph 3 of the Agreement:



 


“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.”


 


is hereby
deleted and replaced with the following language:


 


“Exercise
of these Options shall occur by Miles’s: (i) surrendering the exercised Options at the then current official address listed
in securities filings of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit
B), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the following email addresses:
roger.crystal@lightlaketherapeutics.com and kevin.pollack@lightlaketherapeutics.com.”


 


		5)	Miles shall follow all Company policies and procedures and comply with all laws and regulations.



 





		6)	The Agreement may be terminated at any time by the Company effective immediately by written or
electronic notice by the Company, if Miles:



 


(a)        Commits
any serious breach, or repeat (after previous written warning, which warning may be provided via email) of any breach, or is guilty
of a continuing breach of any of the terms of the Agreement; or


 


(b)        Is
guilty of any serious misconduct or willful neglect in the discharge of Miles’s obligations under the Agreement; or


 






     


     


    

 


(c)        Is
declared bankrupt; or


 


(d)        Is
convicted of any criminal offense (except minor traffic violations), which the Board of Directors of the Company (the “Board”)
reasonably believes materially and/or adversely affects Miles’s ability to continue; or


 


(e)        Is
convicted of any offense relating to insider dealing or any serious breach of any of the laws or regulations, as determined by
the Board; or


 


(f)        Is
the subject of, or cause the Company to be the subject of, a serious penalty or reprimand imposed by any regulatory authority by
which the Company is governed or to which its activities are subject; or


 


(g)       Engages
in any act of moral turpitude, including, but not limited to, an act of dishonesty, theft, or misappropriation of Company property,
insubordination, or any act injuring, abusing, or endangering others, as determined by the Board.


 


		7)	In the event of termination of the Agreement, the Company shall not be obligated to provide any
further compensation to Miles.



 





		8)	The Company and Miles each agrees to release, indemnify and hold harmless the other party from
and against any third party claims for any loss, damages, liability, costs, or expenses, including reasonable attorney fees, arising
from or relating to any negligence, wrongful acts or omissions by the other party or their respective officers, directors or employees.



 





		9)	During the course of Miles’s engagement as a Senior Advisor, from time to time, Miles is
likely to obtain knowledge of trade secrets and other confidential information with regard to the business and financial affairs
of the Company and its subsidiaries, whether currently existing or not, (together the “Group”) and its customers’
and suppliers’ details, and Miles has obtained such information while rendering past Services to the Company (collectively,
the “Confidential Information”). Accordingly, Miles shall not (except in the proper course of his duties hereunder)
at any time (such obligation continuing indefinitely), divulge any Confidential Information to any person, firm, corporation, or
entity whomsoever other than as required by law or legal or similar proceedings, or as required to conduct the duties and responsibilities
set forth in the Agreement. Miles shall use his best endeavors to prevent the unauthorized publication or disclosure of Confidential
Information, and shall not use for his own purposes, or for any purposes other than those of the Company Confidential Information
(which have come to Miles’s knowledge while rendering past Services to the Company and that may come to Miles’s knowledge
during or in the course of the engagement hereunder or Miles’s engagement with any subsidiary of the Company). Such Confidential
Information shall, without limitation, be deemed to include the following:



 






     


     


    

 


(a)       Any
knowledge or information relating to any trade secret, process, invention, or concerning the business or finances of the Group
or any dealings relating thereto;


 


(b)        Transactions
or affairs of any of the Group, or of any officers, directors, shareholders, or employees of the Group, or any other information
of a confidential character (including such information belonging to or relating to any third party);


 


(c)        Any
information concerning the structure and format of the Group’s products, promotions, and services;


 


(d)        Any
confidential business methods of the Group;


 


(e)        Any
confidential pricing information or any information relating to prospective or actual tenders for contracts with prospective or
actual suppliers or customers of the Group;


 


(f)        Any
confidential client or customer lists of the Group; and


 


(g)        Any
document or data of the Group marked confidential or which Miles might reasonably expect to be of a confidential nature.


 


All
articles, notes, sketches, computer programs, plans, memoranda, records, and any other documents (whether in hard or electronic
form) or copies thereof provided to, created or used by Miles in relation to any Confidential Information shall be and remain the
property of the Company, or the relevant subsidiary of the Company, and shall be delivered together with all copies thereof, to
the Company or as it shall direct from time-to-time, on demand, promptly after the Term End Date, or immediately when the Agreement
is terminated.


 


The obligations
in this Paragraph 9 shall not apply to information that is in the public domain other than by reason of breach of this Paragraph
9.


 


Miles’s
obligations under this Paragraph 9 shall, with respect to each subsidiary of the Company, whether currently existing or not, constitute
a separate and distinct covenant in respect of which Miles hereby covenant with the Company as trustee for each such other company.


 


Each of the sub-paragraphs
of this Paragraph 9 shall be separate, distinct, and severable from each other. In the event that any of the sub-paragraphs is
held void but would be valid if any part of the wording thereof were deleted, such restriction shall apply with such deletions
as may be necessary to make it valid and effective.


 






     


     


    

  


		10)	This First Amendment, together with any other documents incorporated herein by reference, including
the Agreement, and related exhibits and schedules, constitutes the sole and entire agreement of the parties with respect to the
subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to such subject matter.



  


		11)	The Agreement, as amended by this First Amendment, may only be amended, modified or supplemented
by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document
signed by each party to the Agreement or, in the case of waiver, by the party or parties waiving compliance.



 


		12)	This First Amendment shall be governed by and construed in accordance with the internal laws of
the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits
to the exclusive jurisdiction and venue of the federal and state courts located in New York in any legal suit, action or proceeding
arising out of or based upon this First Amendment or the Services and/or compensation provided hereunder.



 


		13)	If any term or provision of this First Amendment is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this First Amendment or invalidate
or render unenforceable such term or provision in any other jurisdiction



 


		14)	This First Amendment may be executed in multiple counterparts and by facsimile signature or by
email of a PDF document, each of which shall be deemed an original and all of which together shall constitute one instrument.



 




     


     


    

 


IN WITNESS
WHEREOF the parties have executed this First Amendment this 24th day of February 2015.


 


 


LIGHTLAKE
THERAPEUTICS INC.


 


BY: /s/
Kevin Pollack


 


Name: Kevin
Pollack


 





Title: CFO


 


Address: 445
Park Avenue, 9th Floor, New York, NY 10022


 


Email Addresses
(for electronic Notice): Both kevin.pollack@lightlaketherapeutics.com and roger.crystal@lightlaketherapeutics.com


 


 





BRAD MILES


 


/s/ Brad
Miles


 


Federal Tax
Id. No./Social Security No.: N/A


 


Email Address
(for electronic Notice):


 


Address:
117 Sandcherry Court, Pickering, Ontario Canada, L1V 6V8


 


Phone Number:
905-509-2372