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 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”).
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”).
STOCK PURCHASE WARRANTWarrant Agreement • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, David S Nagelberg 2003 Revocable Trust Dtd 7/2/03 (“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, 300,000 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 $3.75 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 3and Paragraph 5 hereof. The term “Warrant” means this Stock Purchase Warrant issued pursuant to that certain Securities Purchase Agreement, dated June 3, 2018, by and among the Company and the Investor listed on the execution page thereof
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”).
AMENDMENT #1 TO THAT CERTAIN 18% SENIOR SECURED PROMISSORY NOTE DUE JULY 1, 2018Senior Secured Promissory Note • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment #1 (this “Amendment”), dated as of June 3, 2018, is by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”) and the holders (“Holders”) of those certain 18% Senior Secured Promissory Note Due July 1, 2018 (the “Notes”) issued as a series pursuant to Securities Purchase Agreements dated February 22, 2018 and March 19, 2018. Together, the “Parties” and each a “Party”.
Senior SECURED Convertible NOTEConvertible Security Agreement • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is issued at a 15.38% original issue discount by Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with any other denominations of notes issued hereunder pursuant to Section 3(a) below, the “Notes”).
