EXHIBIT
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


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”).


 


The
Company and each Buyer hereby agrees as follows:


 


1.
Definitions.


 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement required to be filed hereunder, the 45th calendar
day following Filing Deadline (or, in the event of a “full review” by the Commission, the 60th calendar day following
the Filing Deadline) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c), the 30th
calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event
of a “full review” by the Commission, the 60th calendar day following the date such additional Registration Statement
is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of
the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline
as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified
if such date precedes the dates otherwise required above; provided, further, that if such Effectiveness Deadline falls on a day that
is not a Trading Day, then the Effectiveness Deadline shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Filing
Deadline” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following
the date of execution of this Agreement, and with respect to any additional Registration Statements which may be required pursuant to
Section 2(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement
related to the Registrable Securities.


 






     


     


    

 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Proceeding(s)”
means any writ, injunction, decree, order, judgment, lawsuit, claim, action, arbitration, proceeding, investigation, summons, audit or
hearing (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by
or before, or otherwise involving, any governmental authority.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the
Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all shares of Common Stock issued pursuant to the Purchase Agreement,
and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to such securities; provided, however, that the Holder has completed and delivered to the Company a Selling Stockholder
Questionnaire and that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required
to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as: (a) a Registration
Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and
such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable
Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or
manner-of-sale restrictions pursuant to Rule 144 (assuming that such securities and any securities issuable upon exercise, conversion
or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate
of the Company), as reasonably determined by the Company, upon the advice of counsel to the Company.


 






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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(c), including (in each case) the Prospectus, amendments and supplements to any such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Selling
Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


2.
Resale Registration.


 


(a)
On or prior to each Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on
a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3, if available
to register for resale the Registrable Securities, or such other form available to register for resale the Registrable Securities) and
shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of
this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement
to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the
applicable Effectiveness Deadline, and shall use its commercially reasonable efforts to keep such Registration Statement continuously
effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder
or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders
(the “Effectiveness Period”). The Company shall promptly notify the Holders of the effectiveness of a Registration
Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424.


 






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(b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted
to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary
offering.


 


(c)
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of
Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion
of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable
Securities to be registered on such Registration Statement will be reduced first to reduce or eliminate any securities to be included
by any Person other than a Holder. In the event of a cutback hereunder, the Company shall give the Holder at least two (2) Trading Days
prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration
Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as
promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for
resale on the Initial Registration Statement, as amended.


 


(d)
Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire within ten (10) Business Days following the
date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling security holder in the Registration
Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the
Company a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns a Selling Stockholder
Questionnaire after the deadline specified in this Section 2(d), the Company shall use its commercially reasonable efforts to take such
actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective
amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified
in such late Selling Stockholder Questionnaire; provided that the Company shall not be required to file an additional Registration Statement
solely for such shares. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire will be used
and relied upon by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information
in the Registration Statement.


 






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3.
Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to
the filing of any related Prospectus or any amendment or supplement thereto, the Company shall: (i) furnish to each Holder copies of
all such documents proposed to be filed, which documents will be subject to the reasonable review of such Holders, and (ii) use its commercially
reasonable efforts to cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries
as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the
meaning of the Securities Act. Notwithstanding the foregoing, the Company shall not be obligated to provide the Holders advanced copies
of any proposed universal shelf registration statement registering securities in addition to those securities required to be registered
hereunder, or any Prospectus prepared thereto.


 


(b)
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and any Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statement(s) in order to
register for resale under the Securities Act any and all of the Registrable Securities, (ii) cause the related Prospectus to be amended
or supplemented, from time to time, by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented
or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably practicable to the Holders true,
accurate and complete copies of all correspondence from and to the Commission related to and/or applicable to a Holder in the reasonable
opinion of the Company relating to a Registration Statement (provided that, the Company shall excise its business judgment with regard
to any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries),
and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement during the Effectiveness Period in accordance (subject
to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement
as so amended or in such Prospectus as so supplemented.


 


(c)
Notify the Holders of Registrable Securities intended to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably
possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement
or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii)
of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose, and (v) of the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement stale or otherwise ineligible for inclusion therein or any statement made in a Registration
Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect
or that requires any material revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, provided, however, in no event shall any such notice contain any information which would constitute material, non-public
information regarding the Company or any of its Subsidiaries.


 






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(d)
Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(e)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, except after the giving of any notice pursuant to clauses (iii) through (vi) of Section 3(c).


 


(f)
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of
such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions
of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(g)
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates or direct registration
statements in book entry form representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free, to the extent permitted by the Purchase Agreement (solely with respect to Holders a party thereto)
and applicable securities laws, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and
registered in such names as any such Holder may reasonably request.


 


(h)
Upon the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of any such event, prepare a supplement or amendment, including a post-effective amendment to a Registration Statement or a supplement
to any related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading at the time made. If the Company notifies the Holders in accordance with
clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable. In addition, if (i) there is material non-public information
regarding the Company which the Company’s Board of Directors (the “Board”) determines not to be in the Company’s
best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity
(including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar transaction) available to the Company which the Board determines not to be in the Company’s
best interest to disclose, then the Company may (x) postpone or suspend filing of a registration statement for a period not to exceed
forty-five (45) consecutive days or (y) postpone or suspend effectiveness of a registration statement for a period not to exceed forty-five
(45) consecutive days; provided, that the Company may not postpone or suspend effectiveness of a registration statement under this Section
for more than ninety (90) days in the aggregate during any three hundred sixty (360) day period; provided, however, that no such postponement
or suspension shall be permitted for consecutive twenty (20) day periods arising out of the same set of facts, circumstances or transactions.


 






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(i)
Comply in all material respects with all applicable rules and regulations of the Commission.


 


(j)
The Company shall require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control
over the shares, pursuant to the Selling Stockholder Questionnaire.


 


4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall
be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Principal Market on which the Common Stock is then listed for
trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities) and (D) if not previously paid by the Company in connection with an issuer filing, with respect to any filing
that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant
to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii)
printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred
in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions of any Holder or any legal fees, or other costs of the Holders.


 


5.
Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities
as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees
(and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any
other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with
a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such
controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any
rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the
Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section
3(c)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such
Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt
by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is
aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified
person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).


 






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(b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in
the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex
A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder
be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating
to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or
omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such
indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure
shall have materially and adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to
the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided,
that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to
such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) not to be entitled to indemnification hereunder.


 






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(d)
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any
reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party
would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party
in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the
dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the
amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


6.
Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and
each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect
of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 






    9


     


    

 


(b)
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as contemplated by Section 6(e) herein,
neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities
of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration
statements until a Registration Statement has been filed with the Commission covering all of the Registrable Securities, provided that
this Section 6(b), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this
Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the
Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective
date of the Registration Statement required hereunder that includes all of the Registrable Securities; provided, however, that upon the
filing of a Registration Statement covering all of the Registrable Securities, the Company shall be permitted to file any other registration
statements in connection with a primary offering regardless of whether a Registration Statement covering all of the Registrable Securities
has been declared effective by the Commission; provided, further, that once all Registrable Securities are registered pursuant to a Registration
Statement that is declared effective by the Commission, the Company shall be permitted to file any other registration statements.


 


(c)
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act
as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration
Statement.


 


(d)
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 


(e)
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form
S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if
within ten (10) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however,
that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale
pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant
to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities
in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters,
and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering
by the Company. If the total number of securities, requested by stockholders to be included in such offering exceeds the number of securities
to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success
of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable
Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering.
If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering,
then the Registrable Securities that are included in such offering shall be allocated among the Holders of Registrable
Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each
Holder requesting registration.


 






    10


     


    

 


(f)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of at least a majority of the then outstanding Registrable Securities. If a Registration Statement
does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence,
then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder
shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder
or Holders of all of the Registrable Securities to which such waiver or consent relates. No consideration shall be offered or paid to
any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.


 


(g)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Purchase Agreement.


 


(h)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign
their respective rights hereunder to any Person to whom such Buyer assigns or transfers any Registrable Securities, provided that such
transferee agrees in writing to be bound, with respect to the transferred Registrable Securities, by the provisions of this Agreement
and any other Transaction Document that applies to the Buyers.


 


(i)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts in any material respect
with the provisions hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration
rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(j)
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page was an original thereof.


 


(k)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Purchase Agreement.


 






    11


     


    

 


(l)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(n)
Headings. The headings in this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.


 


(o)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint
with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action
taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture
or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by this Agreement or any other matters. Each Holder shall be entitled
to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary
for any other Holder to be joined as an additional party in any proceeding for such purpose. It is expressly understood and agreed that
each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively
and not between and among Holders.


 


********************


 


(Signature
Pages Follow)


 




    12


     


    

  


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 





	 	ADIAL PHARMACEUTICALS INC. 
	 	 	 	 
	 	By:	/s/ William B. Stilley
	 	 	Name:	William B. Stilley
	 	 	Title:	Chief Executive Officer


  


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    13


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]





 


Name
of Holder: Bespoke Growth Partners, Inc.


 


Signature
of Authorized Signatory of Holder: /s/ Mark H. Peikin


 


Name
of Authorized Signatory: Mark H. Peikin


 


Title
of Authorized Signatory: Chief Executive Officer


  




    14


     


    

  


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the Principal Market or any other stock exchange, market
or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		●	ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		●	block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction;



 


		●	purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		●	an
exchange distribution in accordance with the rules of the applicable exchange;



 


		●	privately
negotiated transactions;



 


		●	settlement
of short sales;



 


		●	in
transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
price per security;



 


		●	through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		●	a
combination of any such methods of sale; or



 


		●	any
other method permitted pursuant to applicable law.



 






    15


     


    

 


The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.


 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 




    16


     


    

 


Annex
B


 


ADIAL
PHARMACEUTICALS, INC.


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of ADIAL PHARMACEUTICALS, INC., a Delaware
corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities,
in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this
document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


In
order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities
generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,
the “Prospectus”), deliver the Prospectus to Buyers of Registrable Securities (including pursuant to Rule 172 under
the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions,
as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in
the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten
(10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement
or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. 


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable
Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents
and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.
Name.


 


	(a)	Full
Legal Name of Selling Stockholder



 





	 	 


 






    17


     


    

 


	(b)	Full
Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:



 





	 	

     






 


	(c)	Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote
or dispose of the securities covered by this Questionnaire):






	 	 


  


2.
Address for Notices to Selling Stockholder:


 





	 
	 
	 
	Telephone:	 
	 
	Fax:	 
	 
	Contact	Person:
	 





 


3.
Broker-Dealer Status:


 


		(a)	Are
you a broker-dealer?



 


Yes
☐ No ☐


 


		(b)	If
“yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the
Company?



 


Yes
☐ No ☐


 


		Note:	If
“no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration
Statement.



 


		(c)	Are
you an affiliate of a broker-dealer?



 


Yes
☐ No ☐


 


		(d)	If
you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly,
with any person to distribute the Registrable Securities?



 


Yes
☐ No ☐


 


		Note:  	If
“no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration
Statement.



 






    18


     


    

 


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than
the securities issuable pursuant to the Purchase Agreement.


 


		(a)	Type
and Amount of other securities beneficially owned by the Selling Stockholder:



	 	

     

	 	 





 


		(b)	Number
of shares of Common Stock to be registered pursuant to this Notice for resale:



 


	 	

     

	 	 





 


5.
Relationships with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 








	 	

     

	 	 





 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and
the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment
of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either
in person or by its duly authorized agent.


 


	Date:	 	 	Beneficial Owner:	 





 


	 	By:	 
	 		Name: 	 
	 		Title:	 



 


 


19