0001213900-25-051752 Sample Contracts

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.
Placement Agent Agreement • June 6th, 2025 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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”).