Adial Pharmaceuticals, Inc. Sample Contracts

SERIES B-1 COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.
Security Agreement • May 7th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS SERIES B-1 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5th) 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 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 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 AGREEMENT
Registration Rights Agreement • October 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
FORM OF SECURITIES PURCHASE AGREEMENT
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”).

UNDERWRITING AGREEMENT between ADIAL PHARMACEUTICALS, INC., and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting 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:

SECURITIES PURCHASE AGREEMENT
Securities 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 Securities
Indenture • 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”):

SERIES D COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.
Warrant Agreement • June 6th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS SERIES D 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 earlier of (i) if permissible by the applicable rules and regulations of the Nasdaq Stock Market, payment by the Holder of $0.125 per Warrant Share (as defined below) (which is payable in addition to the applicable Exercise Price (as defined below)), and (ii) the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5th) 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 the Company’s Common Stock. The purchase price of one

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.
Pre-Funded Common Stock Purchase Warrant • June 6th, 2025 • 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).

Adial Pharmaceuticals, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 25, 2019 WARRANT AGENCY AGREEMENT
Warrant 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 AGREEMENT
At 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 AGREEMENT
Underwriting 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 AGREEMENT
Securities 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 9th, 2021 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2021, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and __________________________ (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”).

Adial Pharmaceuticals, Inc.
Placement Agent Agreement • June 6th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Placement Agent Series B-1 COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.
Placement Agent Agreement • May 30th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS Placement Agent SERIES B-1 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5th) 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 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

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

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).

FORM OF WARRANT AGENT AGREEMENT
Warrant 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 AGREEMENT
Security 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 AGREEMENT
Underwriting 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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 6th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [__], 2025, 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”).

JOSEPH GUNNAR & CO., LLC PLACEMENT AGENCY AGREEMENT
Placement 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 AGREEMENT
Registration Rights Agreement • November 24th, 2020 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 18th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2025, 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”).

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
COMMON STOCK PURCHASE AGREEMENT Dated as of November 18, 2020 by and between ADIAL PHARMACEUTICALS, INC. and KEYSTONE CAPITAL PARTNERS, LLC
Common 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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 Agreement
Purchase 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).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.
Pre-Funded Common Stock Purchase Warrant • June 18th, 2025 • 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).

SERIES E COMMON STOCK PURCHASE WARRANT Adial Pharmaceuticals, Inc.
Warrant Agreement • June 18th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS SERIES E 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteenth month (18th) 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 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).

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Virginia

This Employment Agreement (this “Agreement”) is entered into as of April 1, 2025 (the “Effective Date”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), and Tony Goodman (the “Executive”).