Exhibit
10.8


 





Second
Amendment to Senior Advisor Agreement


 


This
amendment (the “Second Amendment”) to the Senior Advisor Agreement by and between Brad Miles (“Miles”)
and Lightlake Therapeutics Inc. (the “Company”) dated January 22, 2013 and amended on February 24, 2015 (collectively,
the “Agreement”), is entered into on March 19, 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 the Services (as defined in the Agreement) and additional Services;


 


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 and additional
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 Second Amendment as follows:


  


		1)	Miles
                                         shall provide the Company with the Services and additional Services through December
                                         31, 2016, unless the Agreement is terminated as per the terms of the Agreement.



 


		2)	The
                                         Company shall grant Miles options (the “Options”) to purchase 80,000 shares
                                         of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
                                         48,000 of the Options shall have an exercise price of $10.00. 32,000 of the Options shall
                                         have an exercise price of $15.00. All of the Options shall contain a cashless exercise
                                         provision. All of the Options shall contain standard adjustment provisions with respect
                                         to stock splits, recapitalizations, change of control and fundamental transactions but
                                         shall not contain any anti-dilution or price protection. All of the Options shall have
                                         a five-year life from their date of grant and be non-transferable. The Options shall
                                         fully vest on their grant date. All of the Options shall be in such form as attached
                                         hereto as Exhibit A. All of the Options shall be exercised as per a notice in such form
                                         as attached hereto as Exhibit B, which notice shall be mailed to the Company’s
                                         then current official address listed in securities filings and also be sent to and received
                                         by both Company email addresses set forth at the bottom of this Second Amendment. Upon
                                         the exercise of the Options, the fair market value per share of Common Stock shall be
                                         equal to the closing price of the Common Stock on the day prior to such exercise.



 






     


     


    

  


		3)	The
                                         Company shall grant Miles warrants (the “Warrants”) to purchase 45,000 shares
                                         of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
                                         All of the Warrants shall have an exercise price of $10.00. All of the Warrants shall
                                         be exercisable for cash and none of the Warrants shall contain a cashless exercise provision.
                                         All of the Warrants shall contain standard adjustment provisions with respect to stock
                                         splits, recapitalizations, change of control and fundamental transactions but shall not
                                         contain any anti-dilution or price protection. All of the Warrants shall have a five-year
                                         life from their date of grant and be transferable so long as any such transfer(s) comply
                                         with applicable laws and regulations. All of the Warrants shall fully vest on their grant
                                         date. All of the Warrants shall be in such form as attached hereto as Exhibit C. All
                                         of the Warrants shall be exercised as per a notice in such form as attached hereto as
                                         Exhibit D, which notice shall be mailed to the Company’s then current official
                                         address listed in securities filings and also be sent to and received by both Company
                                         email addresses set forth at the bottom of this Second Amendment. Upon the exercise of
                                         the Warrants, the fair market value per share of Common Stock shall be equal to the closing
                                         price of the Common Stock on the day prior to such exercise.



 


		4)	All
                                         compensation granted to Miles herein shall be in addition to compensation previously
                                         granted by the Company to Miles. No other compensation shall be owed to or due to Miles
                                         unless set forth in the Agreement or in a prior agreement executed in writing between
                                         the Company and Miles.



 


		5)	This
                                         Second 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.



 


		6)	The
                                         Agreement, as amended by this Second 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.



 


		7)	This
                                         Second 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 Second Amendment or the Services and/or compensation
                                         provided hereunder.



 


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



 


		9)	This
                                         Second 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 Second Amendment this 19th day of March 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


 




     


     


    

 


EXHIBIT
A – Stock Option Grant


 


Dear
Brad Miles (the “Option Holder”),


 


As
per the Agreement dated January 22, 2013, as amended, between Lightlake Therapeutics Inc. (the “Company”) and you,
you have been granted options (the “Options”) to purchase common stock (the “Common Stock”) of the Company
(with each share of Common Stock of the Company, a “Share”) as follows:


 





	 	Date
    of Grant:	March
    19, 2015
	 	 	 
	 	Exercise
    Price per Share:	US$10.00
    / US$15.00
	 	 	 
	 	Total
    Number of Shares Granted:	48,000
    / 32,000
	 	 	 
	 	Total
    Exercise Price:	Cashless
    exercise
	 	 	 
	 	Type
    of Options:	Non-Qualified
    Stock Options
	 	 	 
	 	Expiration
    Date:	March
    18, 2020
	 	 	 
	 	Termination
    Period:	These
    Options may be exercised for a period of five (5) years from the Date of Grant.  You are responsible for keeping
    track of this exercise period.  The Company will not provide further notice of such period.
	 	 	 
	 	Transferability:	These
    Options may not be transferred, except as permitted by applicable laws and regulations.
	 	 	 
	 	Restriction
    on Exercise:	Your
    ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential
    information shared with you and your officers, agents, and representatives confidential and complying with all applicable
    laws and regulations.
	 	 	 
	 	Vesting:	100%
    on the Date of Grant







 


Following
receipt by the Company of evidence and/or an indemnity from you 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
shall make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these
Options or stock certificate, without any charge therefor.  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. Proportionate adjustments
shall automatically be made to both the Exercise Price and number of these Options in the event of a stock split, recapitalization,
change of control and fundamental transaction. Upon the exercise of these Options, the fair market value per Share shall be equal
to the closing price of the Shares on the day prior to such exercise.


 






     


     


    

  


Exercise
of these Options shall occur by your: (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.


 


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


 





	Brad
    Miles	 	LIGHTLAKE
    THERAPEUTICS INC. 
	 	 	 
	 	 	 
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:







 







     


     


    

 


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 (equal to the closing price of the shares of common stock of the Company on the day prior to this exercise). 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 delivered as follows:


 





	Name:	 	 
	 	 	 
	Address:
    	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Tax
    ID #:	 	 










 


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


 


	Dated:  	 	 	By: 	 	 
	 	 	 	 	 	 
	 	 	 	Name:
	 	 



 






     


     


    




 


EXHIBIT
C – Warrant Grant


 


Dear
Brad Miles (the “Warrant Holder”),


 


As
per the Agreement dated January 22, 2013, as amended, between Lightlake Therapeutics Inc. (the “Company”) and you,
you have been granted warrants (the “Warrants”) to purchase common stock (the “Common Stock”) of the Company
(with each share of Common Stock of the Company, a “Share”) as follows:


 





	 	Date
    of Grant:	March
    19, 2015
	 	 	 
	 	Exercise
    Price per Share:	US$10.00
	 	 	 
	 	Total
    Number of Shares Granted:	45,000
	 	 	 
	 	Type
    of Options:	Non-Qualified
    Stock Options
	 	 	 
	 	Expiration
    Date:	March
    18, 2020
	 	 	 
	 	Termination
    Period:	These
    Options may be exercised for a period of five (5) years from the Date of Grant.  You are responsible for keeping
    track of this exercise period.  The Company will not provide further notice of such period.
	 	 	 
	 	Transferability:	These
    Warrants may be transferred, except as prohibited by applicable laws and regulations.
	 	 	 
	 	Restriction
    on Exercise:	Your
    ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential
    information shared with you and your officers, agents, and representatives confidential and complying with all applicable
    laws and regulations.
	 	 	 
	 	Vesting:	100%
    on the Date of Grant







 


These
Warrants may only be exercised for cash.


 






     


     


    

  


Following
receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of these Warrants or any certificates for representing the Shares underlying these
Warrants and, in the event of mutilation, following the surrender and cancellation of such Warrants or stock certificate, the
Company shall make and deliver replacement Warrants or stock certificate of like tenor and dated as of such cancellation, in lieu
of these Warrants or stock certificate, without any charge therefor.  Any such replacement Warrants or stock certificates
shall be subject to the same terms, conditions, and restrictions as these Warrants and any Shares underlying these Warrants. Proportionate
adjustments shall automatically be made to both the Exercise Price and number of these Warrants in the event of a stock split,
recapitalization, change of control and fundamental transaction. Upon the exercise of these Warrants, the fair market value per
Share shall be equal to the closing price of the Shares on the day prior to such exercise.


 


Exercise
of these Warrants shall occur by your: (i) surrendering the exercised Warrants 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 Warrant (as per Exhibit
D), (ii) paying the proper amount of cash to the Company, and (iii) providing via email a readable .pdf or scan of all of the
documentation set forth in (i) and (ii) to the following email addresses: roger.crystal@lightlaketherapeutics.com and kevin.pollack@lightlaketherapeutics.com.


 


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


 


	Brad
    Miles	 	LIGHTLAKE
    THERAPEUTICS INC. 
	 	 	 
	 	 	 
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:



 


 




     


     


    

 


EXHIBIT
D


 


Form
of Notice of Exercise of Warrant


Ladies
and Gentlemen:


 


This
letter constitutes an unconditional and irrevocable notice that I hereby exercise the warrant(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 warrant(s), I wish to purchase _______________ shares of the common stock covered by such warrant(s) at the
exercise price(s) of US$ ______ per share via cash exercise, for a total aggregate purchase price of US$_______________, which
I agree to promptly provide to the Company.


 


These
shares should be delivered as follows:


 


	Name:	 	 
	 	 	 
	Address:
    	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Tax
    ID #:	 	 



 





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


 


	Dated:  	 	 	By: 	 	 
	 	 	 	 	 	 
	 	 	 	Name: