UNDERWRITING AGREEMENT between ADIAL PHARMACEUTICALS, INC., and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2017 • 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 Aegis Capital Corp. (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:
TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ADIAL PHARMACEUTICALS, L.L.C.Operating Agreement • October 25th, 2017 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Virginia
This First Amendment (this “Amendment”) of the Operating Agreement (defined below) is made effective as of September 22, 2017 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meaning as set for in the Operating Agreement (defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION OF APL CONVERSION CORP., A VIRGINIA CORPORATION AND ADIAL PHARMACEUTICALS, INC. A DELAWARE CORPORATIONAgreement and Plan of Merger • 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”).
