FORM OF PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK ADIAL PHARMACEUTICALS, INC.Adial Pharmaceuticals, Inc. • February 24th, 2023 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE SHARES OF 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 April 25, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 23, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to 182,927 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). 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 was issued pursuant to Section 3 of that certain Placement Agency Agreement, dated as of February 23, 2023, by and between the Company and the Holder (as may b
FORM OF SECURITIES PURCHASE AGREEMENTForm of 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”).
JOSEPH GUNNAR & CO., LLC PLACEMENT AGENCY AGREEMENTPlacement 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
FORM OF VOTING AGREEMENTVoting Agreement • February 24th, 2023 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations
This Voting Agreement (this “Voting Agreement”) is being delivered to you in connection with an understanding by and between Adial Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto.
