Exhibit 10.1 


 


LIGHTLAKE
THERAPEUTICS INC.


445
Park Avenue, 9th Floor


New
York, NY


 


STOCK
OPTION GRANT


 


 


Dear
Dr. Michael Sinclair,


 


Lightlake
Therapeutics Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of
the Company (the “Common Stock”) (with each share of Common Stock, a “Share”) as follows:


 


	Board
    Approval Date:	October
    23, 2015
	 	 
	Date of
    Grant:	October
    27, 2015 (8AM EDT)
	 	 
	Exercise
    Price per Share:	US$7.25,
    which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant.
	 	 
	Total Number
    of Shares Granted:	250,000
	 	 
	Method
    of Exercise:	Cashless
    exercise.  These Options shall be exercised pursuant to the exercise provisions set forth in the Agreement (as defined
    below).
	 	 
	Type of
    Options:	Non-Qualified
    Stock Options
	 	 
	Expiration
    Date:	October
    26, 2025
	 	 
	Release
    of Prior Options:	The Options
    are being granted to you in lieu of the options grant provided for in Paragraph 5 of your Employment Agreement with the Company
    dated August 6, 2010, and amended on December 31, 2012 and December 31, 2013 (the “Agreement”), solely with respect
    to the options that the Company was obligated to grant to you between February 1, 2014 and December 31, 2014, equal to no
    less than three percent (3%) of the Total Fully Diluted Shares (as defined in the Agreement) of the Company as of December
    15, 2014 (the “Prior Options”).  By your signature below, you agree (i) to waive, release, forfeit and
    relinquish any and all right, claim, title and interest in and to the Prior Options and (ii) that the Company and its officers,
    directors, employees, stockholders, agents, successors and assigns shall have no obligation to grant or make provision for
    the Prior Options.
	 	 
	Termination
    Period:	Except
    as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant.  You
    are responsible for keeping track of these exercise periods following termination for any reason of your service relationship
    with the Company.  The Company will not provide further notice of such periods.



 






    	 		 



     


    

  


	Transferability:	These
    Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
	 	 
	Restriction
    on Exercise:	These Options
    may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent
    to the Board Approval Date; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with
    respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to the Board Approval
    Date; and (ii) the Expiration Date.
	 	 
	Vesting:	100% on
    October 27, 2015.  
	 	 
	Death:	Notwithstanding
    anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as
    may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.
	 	 
	Fundamental
    Transaction:	Unless
    the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction
    (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise
    applicable to such Options.  You shall have the right to receive the consideration per share receivable by other
    holders of shares of Common Stock as a result of such Fundamental Transaction.  If holders of shares of Common Stock
    are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the
    shares, then you shall be given the same choice.   
	 	 
	 	Notwithstanding
    the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options
    may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter
    called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction
    immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with
    (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the
    Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or
    (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of
    the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected
    by the Board in good faith.  In the event that a successor entity shall succeed to, and be substituted for (so that
    from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company”
    shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the
    Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity
    had been named as the Company therein.



 






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	 	For
    purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly,
    in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the
    Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any
    compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
    cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its
    assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders
    of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been
    accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other
    business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
    with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares
    of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or
    associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business
    combination).
	 	 
	Adjustments:	If there
    is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization,
    stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason
    of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the
    outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of
    stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution,
    the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share
    or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase
    or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the
    enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting
    from such adjustment shall be eliminated.  Any adjustments to outstanding Options shall be consistent with Section 409A
    of the Internal Revenue Code, to the extent applicable.  The adjustments of Options hereunder shall include adjustment
    of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in
    good faith and in a fair and reasonable manner.  Any adjustments determined by the Company shall be final, binding and
    conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
	 	 
	Amendments;	No amendment, modification or
    termination of your Options 
	Modification;	and/or Agreement shall materially
    impair your rights or obligations 
	Termination:	with respect to the Options
    and under this Stock Option Grant
	without your	consent.


 






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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
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 you surrendering the same, or in such denominations as may be
requested by you (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.


 


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


 


	 	 	 	LIGHTLAKE THERAPEUTICS
    INC.	 
	 	 	 	 	 
	 /s/ Dr. Michael Sinclair	 	 	/s/ Dr. Roger Crystal	 
	 	 	 	Dr. Roger Crystal, Chief Executive
    Officer	 



 





 






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