UNDERWRITING AGREEMENT between ADIAL PHARMACEUTICALS, INC., and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 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 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:
WARRANT TO PURCHASE COMMON STOCK ADIAL PHARMACEUTICALS, INC.Adial Pharmaceuticals, Inc. • November 22nd, 2017 • 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).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities 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”).
FORM OF SECURITY AGREEMENTForm of Security Agreement • November 22nd, 2017 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of November 21, 2017, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), and the investors set forth on the signature pages hereto (individually, a “Secured Party” and, collectively, the “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the “Note Purchase Agreement”).
FORM OF COMMON STOCK PURCHASE AGREEMENT ADIAL PHARMACEUTICALS, INC.Common Stock Purchase Warrant • November 22nd, 2017 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note to the Holder (as defined below) of even date) (the “Note”), [ ] (including any permitted and registered 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 of issuance hereof, to purchase from Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), _______________ shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the exercise price per share of ____________ (the “Exercise Price”). This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 21, 2017, by and among the Company and the Holder (the “Purchas
