FORM OF COMMON STOCK PURCHASE WARRANT ADIAL PHARMACEUTICALS, INC.Common Stock Purchase Warrant • February 14th, 2022 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ]. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on August 16, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 3,977,888 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2017 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2017, by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation, with headquarters located at 1180 Seminole Trail, Charlottesville, VA 22901 (the “Company”), and the investors named on the signature pages hereto (each a “Buyer” and collectively, the “Buyers”).
UNDERWRITING AGREEMENT between ADIAL PHARMACEUTICALS, INC., and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Adial Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company” and, together with Adial Pharmaceuticals, L.L.C., a Virginia limited liability company, and APL Conversion Corp., a Virginia corporation, the “Company Parties”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK ADIAL PHARMACEUTICALS, INC.Security Agreement • February 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 25, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 23, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to 182,927 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to Section 3 of that certain Placement Agency Agreement, dated as of February 23, 2023, by and between the Company and the Holder (as may b
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2023, between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ADIAL PHARMACEUTICALS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • January 12th, 2024 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 20[●], among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Adial Pharmaceuticals, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 25, 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 26th, 2019 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of February 25, 2019 (“Agreement”), between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • April 18th, 2024 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2019 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, ADIAL PHARMACEUTICALS, INC., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of ADIAL PHARMACEUTICALS, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) and JOSEPH GUNNAR & CO., LLC (“JG”) are acting as representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representative” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023 (the “Effective Date”), between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT ADIAL PHARMACEUTICALS, INC.Common Stock Purchase Warrant • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered hol
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2018 (the “Issuance Date”) between Adial Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC, a New Jersey limited liability company (the “Warrant Agent”).
SERIES C COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.Common Stock Purchase Agreement • March 6th, 2024 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 8, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 2,300,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT (this “Agreement”), dated as of June 6, 2018, by and between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the secured party signatory hereto and its respective endorsees, transferees and assigns (the “Secured Party”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.Placement Agent Common Stock Agreement • March 6th, 2024 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 8, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2021 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Adial Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Adial Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Oppenheimer & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
JOSEPH GUNNAR & CO., LLC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”), in one closing, of up to one million eight hundred twenty-nine thousand two hundred sixty nine (1,829,269) shares of common stock of the Company, par value $0.001 per share (the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2021 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2021, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Bespoke Growth Partners, Inc., a Delaware corporation (the “Purchaser”). This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and among the Company and the Buyer (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2020 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE AGREEMENT Dated as of November 18, 2020 by and between ADIAL PHARMACEUTICALS, INC. and KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • November 24th, 2020 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of November 18, 2020 (this “Agreement”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
Mr. William B. Stilley Chief Executive Officer and Chairman of the Board Adial Pharmaceuticals, Inc.Placement Agent Agreement • February 14th, 2022 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.Pre-Funded Common Stock Agreement • October 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Representative’s Warrant AgreementPurchase Warrant Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
WARRANT TO PURCHASE COMMON STOCK ADIAL PHARMACEUTICALS, INC.Purchase Warrant Agreement • November 22nd, 2017 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the one-year anniversary of the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this ___ day of ________, 2017, by and between Adial Pharmaceuticals Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and __________ (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2024 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Virginia
This Employment Agreement (this “Agreement”) is entered into as of November 16, 2024 (the “Effective Date”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), and Vinay K. Shah (the “Executive”).
PURCHASE AGREEMENTPurchase Agreement • June 2nd, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2023, by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”).
FORM OF STOCK PURCHASE WARRANTWarrant Agreement • November 14th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, [ ] (“Holder”) or its assigns, is entitled to purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof and subject to adjustment as provided herein, [ ] fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), at an exercise price per share equal to $6.25 per share of Common Stock (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrant” means this Stock Purchase Warrant issued pursuant to that certain Exchange Agreement, dated November 12, 2018, by and among the Company and Holder.
Stock Purchase Agreement By and Between Adial Pharmaceuticals, Inc. and Bespoke Growth Partners, Inc. November 9, 2021Stock Purchase Agreement • November 12th, 2021 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of November 9, 2021, by and between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Bespoke Growth Partners, Inc., a Delaware corporation (the “Buyer”). The Company and Buyer may be collectively referred to herein as the “Parties” and individually as a “Party.”
EXECUTIVE EMPLOYMENT AGREEMENT William B. Stilley, IIIExecutive Employment Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
This Executive Employment Agreement (this “Agreement”) is effective as of December 6, 2010 (the “Effective Date”), between ADial Pharmaceuticals, LLC, a Virginia limited liability company (the “Company”), and William B. Stilley, III (“Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION OF APL CONVERSION CORP., A VIRGINIA CORPORATION AND ADIAL PHARMACEUTICALS, INC. A DELAWARE CORPORATIONMerger Agreement • October 25th, 2017 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is dated October 10, 2017 (this “Agreement”), and is between APL Conversion Corp., a Virginia corporation (“ACC”), and Adial Pharmaceuticals, Inc., a Delaware corporation (“Adial”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 6, 2018, is by and between Adial Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 1180 Seminole Trail, Charlottesville, Virginia 22901 (the “Company”), and the David S Nagelberg 2003 Revocable Trust Dtd 7/2/03 with an address at 939 Coast Blvd, Unit 21 DE, La Jolla, CA 92037 (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • April 16th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT (this “Agreement”), dated as of __________, 2018, by and between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Parties” and each, a “Secured Party”).
Option AgreementOption Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
THIS OPTION AGREEMENT (this “Agreement”) is made and entered into effective as the Effective Date by and between ADial Pharmaceuticals, LLC, a limited liability company organized under the laws of the Commonwealth of Virginia (the "Company"), and Recipient. Any and all other Option Agreements, if any, issued to Recipient and effective on or before the Effective Date are hereby canceled and of no further effect whatsoever.
