UNDERWRITING AGREEMENT between ADIAL PHARMACEUTICALS, INC., and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • 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:
Form of Representative’s Warrant AgreementADial Pharmaceuticals, L.L.C. • September 7th, 2017 • 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.
COMMON STOCK PURCHASE WARRANT ADIAL PHARMACEUTICALS, LLCADial Pharmaceuticals, L.L.C. • September 7th, 2017 • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $287,500.00 senior secured promissory note to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (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, LLC, a Virginia limited liability company (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 securiti
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
This Employment Agreement (this “Agreement”) is entered into as of [_______], 2017 (the “Effective Date”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), and William B. Stilley, III (the “Executive”).
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”).
EXECUTIVE EMPLOYMENT AGREEMENT William B. Stilley, IIIEmployment 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 REORGANIZATIONAgreement and Plan of Reorganization • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
THIS AGREEMENT AND PLAN OF REORGANIZATION is dated ________________, 2017 (this “Agreement”), and is between APL Conversion Corp., a Virginia corporation (“ACC”), and Adial Pharmaceuticals, Inc., a Delaware corporation (“Adial”).
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.
AMENDMENT #2 TO LICENSE AGREEMENTLicense Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
This Amendment #1, dated as of May 18, 2016 (this “Agreement”), to the Original License Agreement (as defined below) is by and between the University of Virginia Patent Foundation d/b/a the University of Virginia Licensing and Ventures Group, a Virginia not-for-profit corporation of the Commonwealth of Virginia, having its principal offices at 250 West Main Street, Charlottesville, VA 29902 (“UVA LVG”), and ADial Pharmaceuticals, LLC, a Virginia limited liability company (“Adial” and together with “UVA LVG”, the “Parties”).
AMENDMENT #1 TO LICENSE AGREEMENTLicense Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
This Amendment #1, dated as of October 21, 2013 (this “Agreement”), to the Original License Agreement (as defined below) is by and between the University of Virginia Patent Foundation d/b/a the University of Virginia Licensing and Ventures Group, a Virginia not-for-profit corporation of the Commonwealth of Virginia, having its principal offices at 250 West Main Street, Charlottesville, VA 29902 (“UVA LVG”), and ADial Pharmaceuticals, LLC, a Virginia limited liability company (“Adial” and together with “UVA LVG”, the “Parties”).
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSSettlement Agreement and Release of Claims • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
This Settlement Agreement and Release Of Claims (this "Settlement Agreement") is made and entered into as of January 25, 2016 by and between Bankole Johnson ("Johnson") and ADial Pharmaceuticals, LLC ("ADial")(collectively, the "Parties").
ADIAL PHARMACEUTICALS, LLC SUBSCRIPTION AGREEMENT TO THE OFFERING OF CLASS B UNITSInstructions • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
INSTRUCTIONS: IN ORDER TO PURCHASE NOTES OF ADIAL, LLC, YOU MUST COMPLETE THIS SUBSCRIPTION AGREEMENT BY FILLING IN THE REQUESTED INFORMATION, CHECKING THE APPROPRIATE BOXES, AND SIGNING AND RETURNING THE APPROPRIATE DOCUMENTS TO THE COMPANY.
AMENDMENT #3 TOLicense Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
This Amendment #3, dated as of March 27, 2017 (this “Agreement”), to the Original License Agreement (as defined below) is by and between the University of Virginia Patent Foundation d/b/a the University of Virginia Licensing and Ventures Group, a Virginia not-for-profit corporation of the Commonwealth of Virginia, having its principal offices at 722 Preston Avenue, Suite 107, Charlottesville, VA 29903 (“UVA LVG”), and ADial Pharmaceuticals, LLC, a Virginia limited liability company (“Adial” and together with “UVA LVG”, the “Parties”).
Membership Unit Award (Profits Interest) AgreementMembership Unit Award Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
This Membership Unit Award Agreement (this “Agreement”) is made as of the Date of Award set forth above, between ADial Pharmaceuticals, L.L.C., a Virginia limited liability company (“Company”), and the Recipient named above, subject to the following terms and conditions:
SUBLEASE AGREEMENTSublease Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
THIS SUBLEASE AGREEMENT (this “Sublease”) is made by and between Inspyr Therapeutics, Inc. (“Sublessor”), and ADial Pharmaceuticals, LLC (“Sublessee). Sublessor and Sublessee are the “Parties” and each a “Party”.
SALARY FORBEARANCE AGREEMENTSalary Forbearance Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
This Salary Forbearance Agreement (this “Agreement”) is effective as of August 17, 2016 (the “Effective Date”), between ADial Pharmaceuticals, LLC, a Virginia limited liability company (the “Company”), and William B. Stilley, III (“Executive”). The Company and Executive are each “Party” and together, the “Parties”.
Mr. William B. Stilley Adial Pharmaceuticals, LLC Charlottesville, VA 22902ADial Pharmaceuticals, L.L.C. • September 7th, 2017 • Pharmaceutical preparations • New York
This letter confirms the following agreement between our respective companies. It replaces, ab initio, any other agreements related to the subject matter herein entered prior to the date last written below.
AMENDMENT #4 TO LICENSE AGREEMENTLicense Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations
This Amendment #4, dated as of August 15, 2017 (this “Agreement”), to the Original License Agreement (as defined below) is by and between the University of Virginia Patent Foundation d/b/a the University of Virginia Licensing and Ventures Group, a Virginia not-for-profit corporation of the Commonwealth of Virginia, having its principal offices at 722 Preston Avenue, Suite 107, Charlottesville, VA 29903 (“UVA LVG”), and ADial Pharmaceuticals, LLC, a Virginia limited liability company (“Adial” and together with “UVA LVG”, the “Parties”).
SECURITY AGREEMENTSecurity Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this "Agreement"), is entered into as of May 1, 2017, by and between ADial Pharmaceuticals, LLC, a Virginia limited liability company (the "Borrower"), FirstFire Global Opportunities Fund LLC, a Delaware limited liability company (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").
SECOND AMENDED & RESTATED OPERATING AGREEMENT OF ADIAL PHARMACEUTICALS, L.L.C.Operating Agreement • September 7th, 2017 • ADial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • Virginia
Upon due authorization and approval hereof by the Board of Directors of ADial Pharmaceuticals, L.L.C., a limited liability company organized under the laws of the Commonwealth of Virginia (hereinafter referred to as “the Company” or “the LLC”), the Company hereby enters into this Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement” or this “Operating Agreement”):
