EXHIBIT 10.1


 


 





 



 


Stock Purchase Agreement


 


By and Between


 


Adial Pharmaceuticals, Inc.


 


and


 


[  ]


 


March 11, 2021


 





 













     


    




    


 


Stock
Purchase Agreement


 


This Stock Purchase
Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of March 11, 2021,
by and between Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ], a Delaware corporation
(the “Buyer”). The Company and Buyer may be collectively referred to herein
as the “Parties” and individually as a “Party.”


 


WHEREAS, the Company
desires to sell to Buyer, and Buyer wishes to purchase from the Company, an aggregate of [ ] shares, subject to adjustment as set
forth in this Agreement (collectively, the “Shares”), of the Company’s common stock, $0.001 par value (the “Common
Stock”), in two (2) separate tranches as set forth in Article II herein, subject to the terms and conditions set forth herein;


 


WHEREAS, the Company
and the Buyer are executing and delivering this Agreement in reliance upon the exemption from the registration requirements of
the Securities Act (as defined below) afforded by Section 4(a)(2) of the Securities Act (as defined below) (without limiting any
other such exemption which may apply to the transactions contemplated by this Agreement) and in reliance upon specific exemptions
from the registration or qualification requirements of applicable state securities laws; and


 


WHEREAS, concurrently
with the execution and delivery of this Agreement at the First Tranche Closing, the Parties hereto shall execute and deliver at
the First Tranche Closing a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “Registration
Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Shares
under the Securities Act;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


Article
I. Definitions


 


Section 1.01 Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have the following
meanings:


 


		(a)	“Affiliate” means, with respect to a specified Person, any other Person that directly
or indirectly Controls, is Controlled by or is under common Control with, the specified Person.



 


		(b)	“Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in The City of New York are authorized or required by law to remain closed; provided, however, for
clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at
home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or
the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer
systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers
on such day.



 






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		(c)	“Control” means (a) the possession, directly or indirectly, of the power to vote ten
percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor
otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that
controls such Person.



 


		(d)	“Governmental Entity” means any federal, state, municipal, local or foreign government
and any court, tribunal, arbitral body, administrative agency, department, subdivision, entity, commission or other governmental,
government appointed, quasi-governmental or regulatory authority, reporting entity or agency, domestic, foreign or supranational.



 


		(e)	“Law” means any applicable foreign, federal, state or local law (including common law),
statute, treaty, rule, directive, regulation, ordinances and similar provisions having the force or effect of law or an Order of
any Governmental Entity.



 


		(f)	“Liabilities” means liabilities, obligations or responsibilities of any nature whatsoever,
whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or un asserted, choate or inchoate,
liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness,
guaranty, endorsement, claim, loss, damage, deficiency, cost or expense.



 


		(g)	“Lien” means, with respect to any property or asset, any lien, security interest, mortgage,
pledge, charge, claim, lease, agreement, right of first refusal, option, limitation on transfer or use or assignment or licensing,
restrictive easement, charge or any other restriction of any kind, and any conditional sale or voting agreement or proxy, and including
any restriction on the ownership, use, voting, transfer, possession, receipt of income or other exercise of any attributes of ownership,
in respect of such property or asset, and any agreement to give any of the foregoing.



 


		(h)	“Losses” means any losses, damages, deficiencies, Liabilities, assessments, fines,
penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal,
accounting and other professional fees and expenses.



 


		(i)	“Material Adverse Effect” means (i) a material adverse effect on the legality, validity
or enforceability of this Agreement or the Registration Rights Agreement, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under this Agreement or the Registration Rights Agreement.



 


		(j)	“Order” means any judgment, writ, decree, determination, award, compliance agreement,
settlement agreement, injunction, ruling, charge, judicial or administrative order, determination or other restriction of any Governmental
Entity or arbitrator.



 


		(k)	“Person” means a natural person, a corporation, a limited liability company, a partnership
(general or limited), an association, a trust or any other entity or organization, including a government or political subdivision
or any agency or instrumentality thereof.



 






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		(l)	“Principal Market” means the Nasdaq Capital Market.



 


		(m)	“Registration Statement” shall have the meaning assigned to such term in the Registration
Rights Agreement.



 


		(n)	“Securities Act” means the United States Securities Act of 1933, as amended, and the
rules and regulation promulgated thereunder.



 


		(o)	“Transactions” means the purchase and sale of the Shares and the other transactions
contemplated under this Agreement and the Registration Rights Agreement.



 


Section 1.02 Interpretive
Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,” and
“hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when
used in the plural, and vice versa; the terms “Dollars” and “$” mean United States Dollars, unless
otherwise specified herein; references herein to a specific Section, Subsection, Recital or Exhibit shall refer,
respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; wherever the word
“include,” “includes,” “included” or “including” is used in this Agreement,
it shall be deemed to be followed by the words “without limitation”; references herein to any gender shall
include each other gender; references herein to any Person shall include such Person’s heirs, executors, personal
representatives, attorneys, administrators, successors and assigns; provided, however, that
nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this
Agreement; references herein to a Person in a particular capacity or capacities shall exclude such Person in any other
capacity; references herein to any, accord, contract or agreement (including this Agreement) mean such, accord, contract or
agreement as amended, supplemented or modified from time-to-time in accordance with the terms thereof; with respect to the
determination of any period of time, the word “from” means “from and including” and the words
“to” and “until” each means “to but excluding”; references herein to any Law or any
license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part,
and in effect from time-to-time or otherwise amended; and references herein to any Law shall be deemed also to refer to all
rules and regulations promulgated thereunder, which are applicable or could be deemed applicable.


 


Article
II. Purchase and Sale


 


Section 2.01 Purchase
and Sale.


 





		(a)	First Tranche Closing. In accordance with the terms and subject to the satisfaction (or
where legally permissible, the waiver) of the conditions set forth in Section 2.05 of this Agreement, at the First Tranche Closing
(as defined herein), the Company shall sell, issue, convey and irrevocably deliver to Buyer, and Buyer shall purchase accept and
acquire from the Company [ ] shares, subject to adjustment as provided in this Agreement (the “First Tranche Purchase Shares”),
free and clear of all Liens, fully paid and non-assessable.



 


		(b)	Second Tranche Closing. In accordance with the terms and subject to the satisfaction (or
where legally permissible, the waiver) of the conditions set forth in Section 2.06 of this Agreement, at the Second Tranche Closing
(as defined herein), the Company shall sell, issue, convey and irrevocably deliver to Buyer, and Buyer shall purchase accept and
acquire from the Company [ ] Shares, subject to adjustment as provided in this Agreement (the “Second Tranche Purchase Shares”),
free and clear of all Liens, fully paid and non-assessable.



 






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Section 2.02 Purchase
Price. The total purchase price for the First Tranche Purchase Shares shall be [ ] (the “First Tranche Purchase
Price”), for a per share purchase price of $3.00, subject to adjustment as provided in this Agreement (the “Per
Share Price”). The total purchase price for the Second Tranche Purchase Shares shall be [ ] (the “Second Tranche
Purchase Price”), for the Per Share Price in this Agreement.


 


Section 2.03 Issuance
of Shares Against Payment Therefor at Closing.


 


		(a)	First Tranche Closing. At the First Tranche Closing, the Buyer shall deliver the First Tranche
Purchase Price to the Company via wire transfer or “Automated Clearing House” payment (“ACH”) to an account
as designated by the Company. At the First Tranche Closing, the Company shall deliver irrevocable instructions to its transfer
agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Buyer, within two (2) Business
Days after the First Tranche Closing, a direct registration book entry statement (a “DRS Statement”) reflecting the
First Tranche Purchase Shares purchased by the Buyer at the First Tranche Closing, which DRS Statement (and any subsequent DRS
Statement or stock certificate evidencing First Tranche Purchase Shares that may be issued subsequent to the First Tranche Closing)
shall, except as otherwise provided in Section 5.02 hereof, include the restrictive legend set forth in Section 4.04(j) noting
that the First Tranche Purchase Shares are subject to restrictions on transfer thereof under the Securities Act, and a stop transfer
order shall be maintained against the transfer of such First Tranche Purchase Shares.



 


		(b)	Second Tranche Closing. At the Second Tranche Closing, the Buyer shall deliver the Second
Tranche Purchase Price to the Company via wire transfer or ACH payment to an account as designated by the Company. At the Second
Tranche Closing, in accordance with the instructions of the Buyer, the Company shall deliver irrevocable instructions to its transfer
agent and take all such other actions necessary to cause its transfer agent to (i) issue and deliver to the Buyer, within two (2)
Business Days after the Second Tranche Closing, a DRS Statement reflecting the Second Tranche Purchase Shares purchased by the
Buyer at the Second Tranche Closing, which DRS Statement shall not bear any restrictive or other legends and shall be freely tradable
and transferable and without restriction on transfer or (ii) credit the Buyer’s or its designee’s account at DTC through
its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing, with a number
of shares of Common Stock equal to the number of Second Tranche Purchase Shares to be purchased by the Buyer at the Second Tranche
Closing, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction
on transfer. The First Tranche Closing and the Second Tranche Closing are each sometimes referred to in this Agreement as a “Closing”
and together sometimes referred to in this Agreement as the “Closings.”



 






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Section 2.04 Closings.


 


		(a)	First Tranche Closing. This Agreement shall become effective and binding upon the execution
and delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the Parties
hereto in accordance with Section 6.13 hereof on or prior to the First Tranche Closing Date. The payment of the First Tranche Purchase
Price for, against delivery of, the First Tranche Purchase Shares as contemplated by Sections 2.01(a) and 2.03(a) hereof, together
with the delivery and exchange of all other documents, instruments and writings required to be delivered by the Parties in connection
therewith as provided in Section 2.05 hereof (the “First Tranche Closing”), shall take place on the first (1st)
Business Day (which may be the date hereof) on which each of the conditions precedent to the First Tranche Closing set forth in
Section 2.05 below are satisfied (or where legally permissible, waived) (the date on which the First Tranche Closing occurs, the
“First Tranche Closing Date”).



 


		(b)	Second Tranche Closing. The payment of the Second Tranche Purchase Price for, against delivery
of, the Second Tranche Purchase Shares as contemplated by Sections 2.01(b) and 2.03(b) hereof, together with the delivery and exchange
of all other documents, instruments and writings required to be delivered by the Parties in connection therewith as provided in
Section 2.06 hereof (the “Second Tranche Closing”), shall take place on the second (2nd) Business Day immediately
following the effective date of the Initial Registration Statement (as defined in the Registration Rights Agreement) filed by the
Company pursuant to the Registration Rights Agreement (the date on which the Second Tranche Closing occurs, the “Second Tranche
Closing Date”), provided that each of the conditions precedent to the Second Tranche Closing set forth in Section 2.06 below
have been satisfied at or prior to the Second Tranche Closing as provided in Section 2.06. The First Tranche Closing Date and the
Second Tranche Closing Date are each sometimes referred to in this Agreement as a “Closing Date.”



 


Section 2.05 First
Tranche Closing Conditions.


 


(a) Conditions
of the Company to the First Tranche Closing. The obligation of the Company to sell and issue the First Tranche Purchase Shares
to the Buyer at the First Tranche Closing is subject to the fulfillment, to the Company’s reasonable satisfaction, on or
prior to the First Tranche Closing Date, of each of the following conditions:


 


(i) Representations
and Warranties. The representations and warranties of the Buyer contained in this Agreement (x) that are not qualified by “materiality”
shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of
the First Tranche Closing Date with the same force and effect as if made on such dates, except to the extent such representations
and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material
respects as of such other date and (y) that are qualified by “materiality” shall have been true and correct when
made and shall be true and correct as of the First Tranche Closing Date with the same force and effect as if made on such dates,
except to the extent such representations and warranties are as of another date, in which case, such representations and warranties
shall be true and correct as of such other date.


 






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(ii) Buyer’s
Execution and Delivery of Agreements. The Buyer shall have duly executed and delivered counterpart signature pages of this
Agreement and the Registration Rights Agreement in accordance with Sections 2.04(a) and 6.13 hereof on or prior to the First Tranche
Closing Date.


 


(iii) No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the transactions contemplated by the Transaction Documents.


 


(b) Conditions
to the Buyer to the First Tranche Closing. The obligation of the Buyer to purchase the First Tranche Purchase Shares at the
First Tranche Closing is subject to the satisfaction, or (where legally permissible) the waiver by the Buyer, on or prior to the
First Tranche Closing Date, of each of the following conditions:


 


(i) Representations
and Warranties. The representations and warranties of the Company contained in this Agreement (x) that are not qualified by
“materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when
made and shall be true and correct in all material respects as of the First Tranche Closing Date with the same force and effect
as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such
representations and warranties shall be true and correct in all material respects as of such other date and (y) that are qualified
by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true
and correct as of the First Tranche Closing Date with the same force and effect as if made on such dates, except to the extent
such representations and warranties are as of another date, in which case, such representations and warranties shall be true and
correct as of such other date.


 


(ii) Performance
of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by
the Company on or prior to the First Tranche Closing Date.


 


(iii) Company’s
Execution and Delivery of Agreements. The Company shall have duly executed and delivered counterpart signature pages of this
Agreement and the Registration Rights Agreement in accordance with Sections 2.04(a) and 6.13 hereof on or prior to the First Tranche
Closing Date.


 


(iv) No
Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended
by the Commission, the Principal Market or the FINRA (except for any suspension of trading of less than three (3) days, which suspension
shall be terminated prior to the First Tranche Closing Date), the Company shall not have received any final and non-appealable
notice that the listing or quotation of the Common Stock on the Principal Market shall be terminated on a date certain (unless,
prior to such date certain, the Common Stock is listed or quoted on any other U.S. national securities exchange), trading in securities
generally as reported on the Principal Market shall not have been suspended or limited, nor shall a banking moratorium have been
declared either by the U.S. or New York State authorities (except for any suspension, limitation or moratorium which shall be terminated
prior to the First Tranche Closing Notice Date), there shall not have been imposed any suspension of electronic trading or settlement
services by the Depository Trust Company (“DTC”) with respect to the Common Stock that is continuing, and the Company
shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC
with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified
the Company in writing that DTC has determined not to impose any such suspension).


 






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(v) Compliance
with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations
and ordinances in connection with the execution, delivery and performance of this Agreement and the Registration Rights Agreement
and the consummation of the Transactions, including, without limitation, the Company shall have obtained all permits and qualifications
required by any applicable state securities or “Blue Sky” laws for the offer and sale of the Shares by the Company
to the Buyer).


 


(vi) No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the Transactions.


 


(vii) No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall
have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened,
against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the
Transactions, or seeking material damages in connection with the Transactions.


 


(viii) Listing
of First Tranche Purchase Shares. A listing of additional shares application shall have been filed with the Principal Market
with respect to the issuance of the First Tranche Purchase Shares and Second Tranche Purchase Shares to be issued and sold to the
Buyer at the First Tranche Closing and Second Tranche Closing at or prior to the First Tranche Closing.


 


(ix) Delivery
of Irrevocable Transfer Agent Instructions. At the First Tranche Closing, the Company shall have delivered irrevocable instructions
to its transfer agent to issue and deliver to the Buyer, within two (2) Business Days after the First Tranche Closing, one or more
certificates or DRS Statements reflecting the First Tranche Purchase Shares purchased by the Buyer at the First Tranche Closing.


 


(x) No
Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have
occurred and be continuing.


 


(xi) Current
Public Information. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material
required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, shall have been filed with the Commission under
the Exchange Act.


 






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Section 2.06 Second
Tranche Closing Conditions.


 


(a) Conditions
of the Company to the Second Tranche Closing. The obligation of the Company to sell and issue the Second Tranche Purchase Shares
to the Buyer at the Second Tranche Closing is subject to the fulfillment, to the Company’s reasonable satisfaction, on or
prior to the Second Tranche Closing Date, of each of the following conditions:


 


(i) Representations
and Warranties. The representations and warranties of the Buyer contained in this Agreement (x) that are not qualified by “materiality”
shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of
the Second Tranche Closing Date with the same force and effect as if made on such dates, except to the extent such representations
and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material
respects as of such other date and (y) that are qualified by “materiality” shall have been true and correct when
made and shall be true and correct as of the Second Tranche Closing Date with the same force and effect as if made on such dates,
except to the extent such representations and warranties are as of another date, in which case, such representations and warranties
shall be true and correct as of such other date.


 


(ii) No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the Transactions.


 


(b) Conditions
of the Buyer to the Second Tranche Closing. The obligation of the Buyer to purchase the Second Tranche Purchase Shares at the
Second Tranche Closing is subject to the satisfaction, on or prior to the Second Tranche Closing Date, of each of the following
conditions:


 


(i) Representations
and Warranties. The representations and warranties of the Company contained in this Agreement (x) that are not qualified by
“materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when
made and shall be true and correct in all material respects as of the Second Tranche Closing Date with the same force and effect
as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such
representations and warranties shall be true and correct in all material respects as of such other date and (y) that are qualified
by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true
and correct as of the Second Tranche Closing Date with the same force and effect as if made on such dates, except to the extent
such representations and warranties are as of another date, in which case, such representations and warranties shall be true and
correct as of such other date.


 


(ii) Performance
of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by
the Company on or prior to the Second Tranche Closing Date.


 


(iii) Registration
Statement Effective. The Initial Registration Statement (as defined in the Registration Rights Agreement) registering the resale
by the Buyer of all of the First Tranche Purchase Shares purchased by the Buyer at the First Tranche Closing and all of the Second
Tranche Purchase Shares to be purchased by the Buyer at the Second Tranche Closing pursuant to this Agreement shall have been declared
effective by the Commission under the Securities Act and shall remain effective as of the Second Tranche Closing Date.


 






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(iv) No
Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission
or any other federal or state governmental authority for any additional information relating to the Registration Statement, the
prospectus included therein or any supplement to the prospectus, or for any amendment of or supplement to the Registration Statement,
the prospectus included therein, or any supplement to the prospectus; (b) the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending
the use of the prospectus included therein or any supplement to the prospectus, or of the suspension of qualification or exemption
from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any
proceeding for such purpose; or (c) the occurrence of any event or the existence of any condition or state of facts, which makes
any statement of a material fact made in the Registration Statement, the Prospectus or any Prospectus Supplement untrue or which
requires the making of any additions to or changes to the statements then made in the Registration Statement, the prospectus included
therein or any prospectus supplement thereto in order to state a material fact required by the Securities Act to be stated therein
or necessary in order to make the statements then made therein (in the case of the prospectus or any prospectus supplement, in
light of the circumstances under which they were made) not misleading, or which requires an amendment to the Registration Statement
or a supplement to the prospectus or any prospectus supplement to comply with the Securities Act or any other law. The Company
shall have no knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness
of the Registration Statement or the prohibition or suspension of the use of the prospectus included therein or any prospectus
supplement thereto in connection with the resale of the Shares by the Buyer.


 


(v) No
Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended
by the Commission, the Principal Market or the FINRA (except for any suspension of trading of less than three (3) days, which suspension
shall be terminated prior to the Second Tranche Closing Date), the Company shall not have received any final and non-appealable
notice that the listing or quotation of the Common Stock on the Principal Market shall be terminated on a date certain (unless,
prior to such date certain, the Common Stock is listed or quoted on any other U.S. national securities exchange), trading in securities
generally as reported on the Principal Market shall not have been suspended or limited, nor shall a banking moratorium have been
declared either by the U.S. or New York State authorities (except for any suspension, limitation or moratorium which shall be terminated
prior to the Second Tranche Closing Date), there shall not have been imposed any suspension of electronic trading or settlement
services by DTC with respect to the Common Stock that is continuing, and the Company shall not have received any notice from DTC
to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed
or is contemplated (unless, prior to such suspension, DTC shall have notified the Company in writing that DTC has determined not
to impose any such suspension).


 






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(vi) Compliance
with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations
and ordinances in connection with the execution, delivery and performance of this Agreement and the Registration Rights Agreement
and the consummation of the Transactions, including, without limitation, the Company shall have obtained all permits and qualifications
required by any applicable state securities or “Blue Sky” laws for the offer and sale of the Shares by the Company
to the Buyer and the subsequent resale of the Shares by the Buyer (or shall have the availability of exemptions therefrom).


 


(vii) No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of, or
which would, materially modify or delay any of the Transactions.


 


(viii) No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall
have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened,
against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the
transactions contemplated by this Agreement and the Registration Rights Agreement, or seeking material damages in connection with
the Transactions.


 


(ix) Listing
of Second Tranche Purchase Shares. The Principal Market shall not have objected to the issuance of the Second Tranche Purchase
Shares at or prior to the Second Tranche Closing.


 


(x) Delivery
of Irrevocable Transfer Agent Instructions. At the Second Tranche Closing, in accordance with the instructions of the Buyer,
the Company shall have delivered irrevocable instructions to its transfer agent to (i) issue and deliver to the Buyer, within two
(2) Business Days after the Second Tranche Closing, a DRS Statement reflecting the Second Tranche Purchase Shares purchased by
the Buyer at the Second Tranche Closing, which DRS Statement shall not bear any restrictive or other legends and shall be freely
tradable and transferable and without restriction on transfer or (ii) credit the Buyer’s or its designee’s account
at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing,
with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by the Buyer at the Second
Tranche Closing, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without
restriction on transfer.


 






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(xi) No
Restrictive Legends. If requested by the Buyer in accordance with Section 5.02 hereof, the Company, in accordance with the
Buyer’s instructions, shall have caused its transfer agent to (i) issue and deliver to the Buyer, on or prior to the applicable
Legend Removal Date, one or more certificates or DRS Statements representing the First Tranche Purchase Shares, which are free
from all restrictive and other legends and are freely tradable and transferable and without restriction on resale or (ii) credit
the Buyer’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, on or prior
to the applicable Legend Removal Date, with a number of shares of Common Stock equal to the number of First Tranche Purchase Shares
represented by DRS Statements or certificates containing such restrictive and other legends, which are free from all restrictive
and other legends and are freely tradable and transferable and without restriction on resale.


 


(xii) No
Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have
occurred and be continuing.


 


(xiii) Current
Public Information. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material
required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, shall have been filed with the Commission under
the Exchange Act.


 


Section 2.07 Exemption from Registration.
The Shares are being offered and sold by the Company to the Buyer pursuant to this Agreement in reliance upon the exemption from
the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act (without limiting any other
such exemption which may apply to the transactions contemplated by this Agreement) and in reliance upon specific exemptions from
the registration or qualification requirements of applicable state securities laws.


 


Article
III. Representations and Warranties of the Company


 


The Company represents
and warrants to Buyer that the following representations and warranties contained in this Article III are true and correct as of
the date of this Agreement and as of each Closing Date:


 


Section 3.01 Authorization
of Transactions. The Company is a Delaware corporation and has the requisite corporate power and authority to execute and
deliver this Agreement, the Registration Rights Agreement and to perform its obligations hereunder and thereunder. The
execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement and the consummation
of the Transactions have been duly and validly authorized by all requisite corporate action on the part of the Company and
its representatives. Each of this Agreement and the Registration Rights Agreement has been duly and validly executed and
delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms and conditions, in its present form or hereinafter amended, except to the extent
enforcement may be limited by applicable bankruptcy, insolvency or other Laws affecting the Agreement or the Registration
Rights Agreement, the Transactions, or the enforcement of creditors’ rights or by the principles governing the
availability of equitable remedies.


 






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Section 3.02 Governmental
Approvals; Non-Contravention.


 


		(a)	No consent, decree, Order, action or non-action of, filing (of any kind), except one or more Registration
Statements filed with the Commission pursuant to the Registration Rights Agreement, notification, declaration, affidavit, registration,
completion, or any action (in any respect) by any Governmental Entity or Person is necessary for the execution, delivery or performance
by the Company of this Agreement, except any filings that may be required by the rules and regulations of the Securities and Exchange
Commission (the “Commission”), the Principal Market and such filings as are required to be made under applicable state
securities laws.



 


		(b)	The execution, delivery and performance by the Company of this Agreement and the Registration Rights
Agreement and the consummation by the Company of the Transactions, do not (i) violate or conflict with any applicable Law or Order
to which the Company or any of the Shares may be subject, (ii) constitute a violation or breach of, be in conflict with, constitute
or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification,
cancellation or acceleration) of any obligation or right under any Contract to which the Company is a party or to which the Company
or any of the Shares are subject or (iii) result in the creation or imposition or application of any Lien upon any of the rights,
properties, obligations or assets of the Company or on any of the Shares, in each case inclusive
of or in violation of or in imposition of any such Lien, which would have or reasonably would be expected to result in: (i) a material
adverse effect on the legality, validity or enforceability of this Agreement or the Registration Rights Agreement, (ii) a material
adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and
its subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under this Agreement and the Registration Rights Agreement.



 


Section 3.03 The
Shares. The First Tranche Purchase Shares to be issued and sold to the Buyer at the First Tranche Closing under this
Agreement have been duly authorized by all necessary corporate action on the part of the Company and, when issued and sold at
the First Tranche Closing against payment therefor in accordance with this Agreement, shall be validly issued and
outstanding, fully paid and non-assessable and free from all Liens, and the Buyer shall be entitled to all rights accorded to
a holder of Common Stock. The Second Tranche Purchase Shares to be issued and sold to the Buyer at the Second Tranche Closing
under this Agreement shall be duly authorized at or prior to the Second Tranche Closing by all necessary corporate action on
the part of the Company and, when issued and sold at the Second Tranche Closing against payment therefor in accordance with
this Agreement, shall be validly issued and outstanding, fully paid and non-assessable and free from all Liens, and the Buyer
shall be entitled to all rights accorded to a holder of Common Stock.


 


Section 3.04 Reporting
Company Status. As of the date of this Agreement and as of each Closing Date, the Common Stock is registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has taken
no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating
such registration. As of the date of this Agreement and as of each Closing Date, the Common Stock is listed and traded on the
Principal Market, and the Company has not received notice from the Principal Market to the effect that the Company is not in
compliance with the listing or maintenance requirements of the Principal Market. As of each Closing Date, the Company is in
compliance with all such listing and maintenance requirements. The Common Stock is eligible for participation in the DTC book
entry system and has shares on deposit at DTC for transferred electronically to third parties via DTC through its
Deposit/Withdrawal at Custodian delivery system. The Company has not received notice from DTC to the effect that a suspension
of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC
with respect to the Common Stock is being imposed or is contemplated.


 






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Section 3.05 Commission
Documents. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the
Exchange Act all reports, schedules, registrations, forms, statements, information and other documents filed with or
furnished to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material
filed with or furnished to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since December
31, 2019, including, without limitation, the Annual Report on Form 10-K filed by the Company for its fiscal year ended
December 31, 2019 (the “2019 Form 10-K”), for the twelve months preceding the date of this Agreement (the
“Commission Documents”). The Company has delivered or made available to the Buyer via EDGAR or otherwise true and
complete copies of the Commission Documents filed with or furnished to the Commission prior to the First Tranche Closing Date
(including, without limitation, the 2019 Form 10-K). As of its filing date, each Commission Document filed with or furnished
to the Commission prior to the First Tranche Closing Date (including, without limitation, the 2019 Form 10-K) complied in all
material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state
and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing
prior to the First Tranche Closing Date, on the date of such amended or superseded filing). The Company has delivered or made
available to the Buyer via EDGAR or otherwise true and complete copies of all comment letters and substantive correspondence
received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as
of the First Tranche Closing Date, together with all written responses of the Company thereto in the form such responses were
filed via EDGAR. There are no outstanding or unresolved comments or undertakings in such comment letters received by the
Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company under the Securities Act or the Exchange Act.


 


Section 3.06 Financial
Statements. The financial statements of the Company included or incorporated by reference in the Commission Documents,
together with the related notes and schedules, comply in all material respects with the requirements of the Securities Act
and the Exchange Act and fairly present the financial condition of the Company as of the dates indicated and the results of
operations and changes in cash flows for the periods therein specified in conformity with generally accepted accounting
principles in the United States (“GAAP”) consistently applied throughout the periods involved; all non-GAAP
financial information included or incorporated by reference in the Commission Documents complies with the requirements of
Regulation G and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; and, except as disclosed in
the Commission Documents, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act,
Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material
current or, to the Company’s knowledge, material future effect on the Company’s financial condition, results of
operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other
financial statements or schedules are required to be included in the Commission Documents.


 






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Section 3.07 Disclosure
Controls and Procedures. Except as described in the Commission Documents, the Company maintains a system of
“disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the
requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that
such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure and such disclosure controls and procedures are effective in all material respects to perform
the functions for which they were established. The Company has carried out evaluations of the effectiveness of its disclosure
controls and procedures as required by Rule 13a-15 of the Exchange Act.


 


Section 3.08 Accountants.
To the Company’s knowledge, Friedman LLP, which has expressed its opinion with respect to the consolidated financial
statements as of December 31, 2019 and 2018, and for each of the two years in the period ended December 31, 2019 and is
expected to express its opinion with respect to the consolidated financial statements for the year ended December 31, 2020,
is (x) an independent public accounting firm within the meaning of the Securities Act, (y) a registered public accounting
firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)) and (z) not in
violation of the auditor independence requirements of the Sarbanes-Oxley Act.


 


Section 3.09 Sarbanes-Oxley
Act. There is no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any provision of the
Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith that are applicable to the Company or
its directors or officers in their capacities as directors or officers of the Company.


 


Section 3.10 No
Material Adverse Effect. Except as otherwise disclosed in any Commission Documents, since the end of the Company’s
most recent audited fiscal year: (i) the Company has not experienced or suffered any Material Adverse Effect, and there
exists no current state of facts, condition or event which would have a Material Adverse Effect; (ii) there has not
occurred any material adverse change, or any development that would reasonably be expected to result in a prospective
material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company
from that set forth in the Commission Documents, including, without limitation, to the Company’s knowledge, as a result
of the recent outbreak of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by
any federal, state, local or foreign government or government agency in any country or region in which the Company, or any of
its agents, consultants, advisors or vendors, has assets or properties or conducts business, including, without limitation,
any limitations, curtailments, suspensions or closures of businesses, business offices or establishments, schools, properties
and other public areas due to quarantines, curfews, travel restrictions, workplace controls, “stay-at-home”
orders, social distancing requirements or guidelines or other public gathering restrictions or limitations; (iii) the Company
has not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction;
(iv) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any
dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (v) there has
not been any material change in the capital stock, short-term debt or long-term debt of the Company.


 






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Section 3.11 No
Undisclosed Liabilities. The Company does not have any liabilities, obligations, claims or losses (whether liquidated or
unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on a
balance sheet of the Company (including the notes thereto) in conformity with GAAP and are not disclosed in the Commission
Documents, other than those incurred in the ordinary course of the Company’s businesses since September 30, 2020 and
which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.12 No
Undisclosed Events or Circumstances. No event or circumstance has occurred or information exists with respect to the
Company or its business, properties, liabilities, operations (including results thereof) or conditions (financial or
otherwise), which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company at or
before the First Tranche Closing but which has not been so publicly announced or disclosed, except for events or
circumstances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.


 


Section 3.13 Indebtedness;
Solvency. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2020 sets forth,
as of September 30, 2020, all outstanding secured and unsecured Indebtedness of the Company, or for which the Company has
commitments through such date. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities
for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course
of business and loans between the Company and any Subsidiary), (b) all guaranties, endorsements and other contingent
obligations in respect of Indebtedness of others in excess of $100,000, whether or not the same are or should be reflected in
the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease
payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. There is no existing or
continuing default or event of default in respect of any Indebtedness of the Company. The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any
similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any knowledge that its
creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for
the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.


 


Section 3.14 Actions
Pending. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which
the Company is a party or to which any of the properties of the Company is subject (i) other than proceedings accurately
described in all material respects in the Commission Documents and proceedings that, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect, or on the power or ability of the Company to perform its
obligations under this Agreement and the Registration Rights Agreement or to consummate the Transactions or (ii) that
are required to be described in the Commission Documents and are not so described; and there are no statutes, regulations,
contracts or other documents that are required to be described in the Commission Documents or to be filed as exhibits to the
Commission Documents that are not described or filed as required.


 






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Section 3.15 Compliance
with Law; Compliance with Listing Standards. The business of the Company has been and is presently being conducted in
compliance with all applicable federal, state, local and foreign governmental laws, rules, regulations and ordinances, except
as set forth in the Commission Documents and except for such non-compliance which, individually or in the aggregate, would
not have a Material Adverse Effect. The Company is not in violation of any judgment, decree or order or any statute,
ordinance, rule or regulation applicable to the Company, and the Company will not conduct its business in violation of any of
the foregoing, except in all cases for any such violations which could not, individually or in the aggregate, have a Material
Adverse Effect. The Company has not received any notice of any continuing failure to maintain requirements for continued
listing or quotation of its Common Stock on the Principal Market or in violation of any of the rules, regulations or
requirements of the Principal Market.


 


Section 3.16 Investment
Company Act. The Company is not, and as a result of the consummation of the Transactions and the application of the
proceeds from the sale of the Shares as will be set forth in the prospectus included in any Registration Statement (and any
post-effective amendment thereto) filed pursuant to the Registration Rights Agreement the Company will not be an
“investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 3.17 Exemption
from Registration; No General Solicitation or Advertising; No Integrated Offering. Subject to, and in reliance on, the
representations, warranties and covenants made herein by the Buyer in Article IV hereof, the offer and sale of the Shares by
the Company to the Buyer in accordance with the terms and conditions of this Agreement is exempt from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act. Neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of
the Shares. None of the Company or any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require
registration of the issuance of any of the Shares under the Securities Act, whether through integration with prior offerings
or otherwise, or cause this offering of the Shares to require approval of stockholders of the Company under any applicable
stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market. None
of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps
referred to in the preceding sentence that would require registration of the issuance of any of the Shares under the
Securities Act or cause the offering of any of the Shares to be integrated with other offerings.


 


Section 3.18 Securities
Act; Blue Sky Laws. The Company has complied and shall comply with all applicable federal and state securities laws in
connection with the offer, issuance and sale of the Shares hereunder, including, without limitation, the applicable
requirements of the Securities Act. The Company shall take such action as is reasonably necessary in order to obtain an
exemption for, or to, qualify the Shares for sale to the Buyer pursuant to this Agreement under applicable state securities
or “Blue Sky” laws (or to obtain an exemption from such qualification), and shall provide evidence of any such
action so taken to the Buyer. Each Registration Statement, upon filing with the Commission and at the time it is declared
effective by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale of the
Registrable Securities included therein by the Buyer in accordance with the Registration Rights Agreement on a delayed or
continuous basis under Rule 415 under the Securities Act at then-prevailing market prices, and not fixed prices. The Company
is not, and has not previously been at any time, an issuer identified in, or subject to, Rule 144(i) under the Securities
Act.


 






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Section 3.19 Brokers.
The Company has not engaged, or caused to be incurred any liability (as commonly understood as a financial liability) or
obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin,
negotiation, execution, delivery or performance of this Agreement or the Transactions.


 


Section 3.20 No
Manipulation of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to the knowledge of
the Company, no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended to
cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or
resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of
the price of any security of the Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid
for, purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. Neither the Company nor
any of its officers, directors or Affiliates will during the term of this Agreement, and, to the knowledge of the Company, no
Person acting on their behalf will during the term of this Agreement, take any of the actions referred to in the immediately
preceding sentence.


 


Section 3.21 Arm’s
Length Status of Buyer. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an
arm’s-length purchaser with respect to this Agreement, the Registration Rights Agreement and the Transactions. The
Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to this Agreement, the Registration Rights Agreement and the Transactions, and any advice
given by the Buyer or any of its representatives or agents in connection therewith is merely incidental to the Buyer’s
acquisition of the Shares. The Company further represents to the Buyer that the Company’s decision to enter into this
Agreement has been based solely on the independent evaluation of the Transactions contemplated thereby by the Company and its
representatives. The Company acknowledges and agrees that the Buyer has not made and does not make any representations or
warranties with respect to the Transactions, other than those made in Article IV.


 


Article
IV. Representations and Warranties of the Buyer


 


Buyer represents and
warrants to the Company that the following statements contained in this Article IV are true and correct as of the date of this
Agreement and as of each Closing Date:


 


Section 4.01 Authorization
of Transactions. Buyer is a corporation, duly organized and in good standing under the laws of the State of Delaware and
has the requisite power and capacity to execute and deliver this Agreement and the Registration Rights Agreement and to
perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the
Registration Rights Agreement and the consummation of the Transactions have been duly and validly authorized by all requisite
action on the part of Buyer. Each of this Agreement and the Registration Rights Agreement has been duly and validly executed
and delivered by Buyer and constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in
accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy,
insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability
of equitable remedies.


 






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Section 4.02 Governmental
Approvals; Non-contravention.


 


		(a)	No consent, Order, action or non-action of, or filing, notification, declaration or registration
with, any Governmental Entity is necessary for the execution, delivery or performance by Buyer of this Agreement and the Registration
Rights Agreement.



 


		(b)	The execution, delivery and performance by Buyer of this Agreement and the Registration Rights
Agreement and the consummation by Buyer of the Transactions do not violate any Laws or Orders to which Buyer is subject or any
of the organizational documents of Buyer.



 


Section 4.03 No
Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement by
Buyer, the consummation by Buyer of the Transactions, and compliance by the Buyer with the provisions hereof (a) do not and
will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s certificate of
incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in
the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material
instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than
instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or
defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.


 


Section 4.04 Investment
Representations.


 


		(a)	Buyer understands and agrees that the consummation of this Agreement including the delivery of
the Shares to Buyer as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable
state statutes and that the Shares are being acquired for Buyer’s own account and not with a present view towards the public
sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.



 


		(b)	Buyer is an “accredited investor” as that term is defined in Regulation D Rule 501(a)
under the Securities Act (an “Accredited Investor”).



 


		(c)	Buyer either alone or together with its representatives and/or advisors, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has evaluated the merits and risks of the proposed investment. Buyer is able to bear the economic risk of an
investment in the Shares and, at the present time, is able to afford a complete loss of such investment.



 


		(d)	Buyer understands that the Shares are being offered and sold to Buyer in reliance upon specific
exemptions from the registration requirements of the Securities Act and state securities laws and that the Company is relying upon
the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer
to acquire the Shares.



 






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		(e)	Buyer and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by
Buyer or its advisors. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Buyer
is aware that an investment in the Shares involves a number of very significant risks and has carefully researched and reviewed
and understands the risks of, and other considerations relating to the purchase of the Shares.



 


		(f)	Buyer has adequate means of providing for Buyer’s current financial needs and foreseeable
contingencies and has no need for liquidity of its investment in the Shares for an indefinite period of time, and after purchasing
the Shares, Buyer will be able to provide for any foreseeable current needs and possible personal contingencies. Buyer must bear
and acknowledges the substantial economic risks of the investment in the Shares including the risk of illiquidity and is able to
afford the complete loss of its investment in the Shares.



 


		(g)	Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Shares.



 


		(h)	Buyer understands that except as otherwise set forth herein: (i) the Shares have not been and are
not being registered under the Securities Act or any state or foreign securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, or (B) Buyer shall have delivered to the Company an opinion of counsel,
in a form generally acceptable to the Company, to the effect that such securities to be sold, assigned or transferred may be sold,
assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in
reliance on Rule 144 under the Securities Act (or a successor rule thereto) (“Rule 144”) may be made only
in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of
the Commission thereunder; and (iii) other than as set forth in this Agreement and the Registration Rights Agreement, neither the
Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. There can be no assurance that there will be any market
or resale for the Shares, nor can there be any assurance that the Shares will be freely transferable at any time in the foreseeable
future.



 


		(i)	Buyer is not purchasing the Shares as a result of any “General Solicitation” (as defined
in Regulation D) including, but not limited to, any advertisement, article, notice or other communication regarding the Shares
published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to
the knowledge of such Buyer, any other general solicitation or general advertisement.



 


		(j)	Buyer understands that, except as set forth in Section 5.02 of this Agreement, the certificates
or other instruments representing the Shares shall bear a restrictive legend in substantially the following form (and a stop transfer
order may be placed against transfer of such stock certificates):



 






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THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE,
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR
TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


		(k)	Buyer is not a director or executive officer of the Company, a beneficial owner of ten percent
(10%) or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor a promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale of
the Shares and is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3).



 


Section 4.05 Brokers.
Buyer has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin,
negotiation, execution, delivery or performance of this Agreement or the Transactions.


 






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Article
V. Indemnification; Additional Covenants


 


Section 5.01 Indemnification.
In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Shares hereunder and in addition
to all of the Company’s other obligations under this Agreement and the Registration Rights Agreement, the Company shall defend,
protect, indemnify and hold harmless the Buyer and each holder of any Shares and all of their stockholders, partners, members,
officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation
or breach of any representation or warranty made by the Company in this Agreement or the Registration Rights Agreement, (b) any
breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Registration Rights Agreement
or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes
a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance
or enforcement of this Agreement or the Registration Rights Agreement or (ii) any transaction financed or to be financed in whole
or in part, directly or indirectly, with the proceeds of the issuance and sale of the Shares to the Buyer pursuant to this Agreement;
provided, however, that (x) the Company shall not be liable to any Indemnitee under subsection (c) of this Section
5.01 to the extent, and only to the extent, that a court of competent jurisdiction shall have determined by a final judgment (from
which no further appeals are available) that such Indemnified Liabilities resulted directly and primarily from any acts or failures
to act undertaken or omitted to be taken by the Buyer through its bad faith or willful misconduct, (y) the forgoing indemnity shall
not apply to any Indemnified Liabilities to the extent, and only to the extent, that such Indemnified Liabilities resulted directly
and primarily from a breach of any of the Buyer’s representations, warranties, covenants or agreements contained in this
Agreement, and (z) the Company shall not be liable under this Section 5.01 for any settlement by an Indemnitee effected without
the Company’s prior written consent, which shall not be unreasonably withheld or delayed. The Company shall reimburse any
Indemnitee promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses
reasonably incurred by such Indemnitee in connection with (i) any action, suit, claim or proceeding, whether at law or in equity,
to enforce compliance by the Company with any provision of this Agreement or the Registration Rights Agreement or (ii) any other
any action, suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under
this Section 5.01; provided that an Indemnitee shall promptly reimburse the Company for all such legal and other costs and expenses
to the extent a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available)
that such Indemnitee was not entitled to such reimbursement. An Indemnitee’s right to indemnification or other remedies based
upon the representations, warranties, covenants and agreements of the Company set forth in this Agreement or the Registration Rights
Agreement shall not in any way be affected by any investigation or knowledge of such Indemnitee. Such representations, warranties,
covenants and agreements shall not be affected or deemed waived by reason of the fact that an Indemnitee knew or should have known
that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant. Any
investigation by such Indemnitee shall be for its own protection only and shall not affect or impair any right or remedy hereunder.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section
5.01 shall be the same as those set forth in Section 5 of the Registration Rights Agreement. Notwithstanding anything to the contrary
in this Section 5.01, the Company shall not be obligated to pay an Indemnitee any sums otherwise due under this Section 5.01 if
the Company has already paid the Indemnitee such sums for the same Indemnified Liabilities under Section 5 of the Registration
Rights Agreement.


 


Section 5.02 Legend
Removal; Delivery Failure. The Company shall use its best efforts to cause its transfer agent to remove the legend set forth
and referred to in Section 4.04(j) of this Agreement from the Shares and to issue a certificate without such legend to the holder
of the Shares upon which it is stamped, or to issue to such holder by electronic delivery at the applicable balance account at
DTC, unless otherwise required by state securities or “blue sky” laws, at such time as (i) the resale of such Shares
is registered under the Securities Act under an effective registration statement, (ii) Buyer shall have delivered to the Company
an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Shares to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such registration requirements; or (iii) if such Shares are
eligible to be sold under Rule 144, the Buyer provides the Company with reasonable assurance in writing that the Shares are being
sold, assigned or transferred pursuant to Rule 144 (which shall not include an opinion of Buyer’s counsel). In furtherance
of the foregoing, the Company agrees that, following the effective date of the initial Registration Statement to be filed by the
Company with the Commission pursuant to the Registration Rights Agreement, or at such time as such legend is not required to be
placed upon certificates representing the Shares as set forth in Section 4.04(h) or this Section 5.02, the Company shall, no later
than two (2) Business Days following the delivery by the Buyer to the Company or its transfer agent of a certificate representing
Shares issued with a restrictive legend (such second (2nd) Trading Day, the “Legend Removal Date”), either:
(A) issue and deliver (or cause to be issued and delivered) to the Buyer a certificate or DRS Statement representing such Shares
that is free from all restrictive and other legends or (B) cause its transfer agent to credit the Buyer’s or its designee’s
account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number
of Shares represented by the certificate so delivered by the Buyer. If the Company fails on or prior to the Legend Removal Date
to either (i) issue and deliver (or cause to be issued and delivered) to the Buyer a certificate or DRS Statement representing
the Shares that is free from all restrictive and other legends or (ii) cause its transfer agent to credit the balance account of
the Buyer or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock
equal to the number of the Shares represented by the certificate delivered by the Buyer pursuant hereto (a “Delivery Failure”),
and if on or after the Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Buyer of shares of Common Stock that the Buyer anticipated receiving from the Company
without any restrictive legend, then the Company shall, within two (2) Business Days after the Buyer’s request, pay cash
to the Buyer in an amount equal to the Buyer’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased, at which point the Company’s obligation to deliver a certificate or credit the Buyer’s
or its designee’s account at DTC for such shares of Common Stock shall terminate and such shares shall be cancelled.


 






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Section 5.03 Termination.
In the event that the First Tranche Closing shall not have occurred within ten (10) days after the date of this Agreement,
then the Buyer shall have the right to terminate its obligations under this Agreement at any time on or after the close of
business on such date without liability of the Buyer to any other Party; provided, however, the right to terminate its
obligations under this Agreement pursuant to this first sentence of Section 5.03 shall not be available to the Buyer if the
failure of the First Tranche Closing to have occurred by such date is the result of the Buyer’s breach of this
Agreement. In the event the Initial Registration Statement is not filed by the applicable Filing Deadline (as defined in the
Registration Rights Agreement) therefor or declared effective by the Commission by the applicable Effective Date (as defined
in the Registration Rights Agreement) therefor, or the Company is otherwise in breach or default in any material respect
under any of the other provisions of this Agreement or the Registration Rights Agreement, and, if such failure, breach or
default is capable of being cured, such failure, breach or default is not cured within 10 Business Days after notice of such
failure, breach or default is delivered to the Company pursuant to Section 6.01 hereof, then the Buyer shall have the right
to terminate its obligations to purchase the Second Tranche Purchase Shares under this Agreement at any time thereafter and
prior to the Second Tranche Closing without liability of the Buyer to any other Party; provided, however, the right to
terminate its obligations under this Agreement pursuant to this second sentence of Section 5.03 shall not be available to the
Buyer if the failure of the Registration Statement to be filed by the applicable Filing Deadline or declared effective by the
applicable Effective Date therefor is the result of the Buyer’s breach of this Agreement or the Registration Rights
Agreement. Nothing contained in this Section 5.03 shall be deemed to release any Party from any liability for any breach by
such party of the terms and provisions of this Agreement or the Registration Rights Agreement or to impair the right of any
Party to compel specific performance by any other Party of its obligations under this Agreement or the Registration Rights
Agreement.


 


Section 5.04 Purchase
Price Penalty. 


 


		(a)	From the First Tranche Closing Date until thirty (30) days after the effective date of the Initial
Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement (the
“Restricted Period”), if the Company issues or sells any shares of Common Stock less than the Per Share Purchase Price
(a “Share Dilutive Issuance”), except for Exempt Issuances, then the Company shall, within two (2) business days after
such Share Dilutive Issuance, pay to Buyer as a penalty an amount in cash equal to the number of Shares theretofore purchased by
Buyer hereunder multiplied by the difference between the greater of the price per share of Common Stock paid in the Share Dilutive
Issuance and the Floor Price. For purposes of this Agreement, the Floor Price shall be $2.28.



 


		(b)	For purposes of this Agreement, “Exempt Issuances” means (i) Company securities issued
or issuable upon a stock split, stock dividend, or any subdivision of Company securities, (ii) Common Stock issued or issuable
pursuant to or in connection with the Common Stock Purchase Agreement, dated November 18, 2020, by and between the Company and
the Buyer, including any amendment thereto, or Common Stock or Common Stock Equivalents issued pursuant to or in connection with
any other agreement or arrangement between the Company and the Buyer at any time prior to or after the date of this Agreement,
or upon conversion, exercise or exchange of any Common Stock Equivalents held by the Buyer or any of its Affiliates at any time
prior to or after the date of this Agreement, (iii) Company securities issued or issuable as full or partial consideration in connection
with a strategic merger, acquisition, exchange, consolidation or purchase of substantially all of the securities or assets of a
corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities
or debt are not at any time granted registration rights, (iv) the Company’s issuance of securities in connection with strategic
license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which
holders of such securities or debt are not at any time granted registration rights, (v) the Company’s issuance of securities
upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of
Common Stock or other Common Stock Equivalents issued and outstanding and on the terms in effect on the First Closing Date, and
(vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees,
directors, and consultants, pursuant to plans that have been approved by a majority of the stockholders and a majority of the independent
members of the board of directors of the Company or in existence as such plans are constituted on the date of this Agreement.  For
purposes of this Agreement, “Common Stock Equivalents” means any securities of the Company which would entitle the
holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant
or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof
to receive, Common Stock.



 






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		(c)	In each case of any penalty due hereunder as a result of a Share Dilutive Issuance or otherwise,
the Company, at its expense, will promptly (but in no event more than one (1) Business Day after a Share Dilutive Issuance or other
event requiring adjustment or readjustment in the Shares) cause its Chief Financial Officer or other appropriate designee to compute
such penalty in accordance with the terms hereof, and prepare and deliver to the Buyer in accordance with Section 6.01 hereof a
certificate setting forth such penalty and showing in detail the facts upon which such penalty is based, including a statement
of the price per share of the shares of Common Stock sold in the Dilutive Issuance and the cash payment to be received by Buyer.



 


Section 5.05 Subsequent
Issuances. From the date hereof until thirty (30) days after the effective date of the Initial Registration Statement, neither
the Company nor any Subsidiary shall issue or sell, enter into any agreement to issue or sell, or announce the issuance or sale
or proposed issuance or sale of any or Common Stock Equivalents nor shall the Company issue or sell, enter into any agreement to
issue or sell, or announce the issuance or sale or proposed issuance or sale of any shares of Common Stock, pursuant to which shares
of Common Stock may be acquired at a per share price less than the Floor Price, except for Exempt Issuances.


 


Section 5.06 Nasdaq
Adjustments. In the event that the Nasdaq shall have any objection to the terms of this Agreement, the parties agree to adjust
the terms of this Agreement necessary to comply with the Nasdaq comments.


 


Article
VI. Miscellaneous


 


Section 6.01 Notices.


 


		(a)	Any notice or other communications required or permitted hereunder shall be in writing and shall
be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:



 


If to the Company,
to:


 


Adial Pharmaceuticals,
Inc.


Attn: William
Stilley, CEO


1180 Seminole
Trail, Suite 495


Charlottesville,
VA 22901


Email: wstilley@adialpharma.com


 


If to the Buyer, to:


[   ]


 


		(b)	Any Party may change its address for notices hereunder upon notice to each other Party in the manner
for giving notices hereunder.



 






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		(c)	Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered;
(ii) on the day after dispatch, if sent by overnight courier; (iii) upon dispatch, if transmitted by email with return receipt
requested and received; and (iv) three (3) business days after mailing, if sent by registered or certified mail.



 


Section 6.02 Attorneys’
Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any
default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered
therein.


 


Section 6.03 Amendments
and Waivers. No provision of this Agreement may be amended other than by a written instrument signed by both Parties
hereto. No provision of this Agreement may be waived other than in a written instrument signed by the Party against whom
enforcement of such waiver is sought; provided, however, that the failure of the Company to satisfy the
conditions precedent to the Second Tranche Closing set forth in Section 2.06(b) of this Agreement may not be waived by the
Buyer. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of
any other right, power or privilege.


 


Section 6.04 No
Third-Party Beneficiaries. Except as expressly provided in Article V, this Agreement is intended only for the benefit of
the Parties hereto and their respective successors and assigns, and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person.


 


Section 6.05 Expenses.
Unless otherwise contemplated or stipulated by this Agreement, all costs and expenses incurred in connection with this
Agreement shall be paid by the Party incurring such cost or expense. Notwithstanding the foregoing, the Company shall
reimburse Keystone Capital Partners, LLC for up to $10,000 of its legal fees.


 


Section 6.06 Further
Assurances. Following the First Tranche Closing, each Party shall execute and deliver such documents and other papers and
take such further action as may be reasonably required to carry out the provisions of this Agreement.


 


Section 6.07 Successors
and Assigns; Benefit. The Company shall not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Buyer (which may be granted or withheld in the sole discretion of the Buyer). The Buyer may
assign some or all of its rights hereunder in connection with any assignment or transfer of any of its Shares without the
consent of the Company, in which event such assignee or transferee (as the case may be) shall be deemed to be the Buyer
hereunder with respect to such assigned rights. Nothing in this Agreement, expressed or implied, shall confer on any Person
other than the Parties, and their respective successors and assigns, any rights, remedies, obligations, or Liabilities under
or by reason of this Agreement.


 






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Section 6.08 Governing
Law; Etc.


 


		(a)	This Agreement, and all matters based upon, arising out of or relating in any way to the Transactions,
including all disputes, claims or causes of action arising out of or relating to the Transactions or this Agreement, as well as
the interpretation, construction, performance and enforcement of this Agreement, shall be governed by the laws of the State of
New York, without regard to any jurisdiction’s conflict-of-laws principles.



 


		(b)	EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS Section 6.08(b).



 


		(c)	Each of the Parties acknowledge that each has had the opportunity to consult with independent legal
counsel in connection with the signing of the waiver in Section 6.08(b) selected by the respective Party. Each of the Parties further
acknowledge that each has read and understands the meaning of such waiver and grants such waiver knowingly, voluntarily, without
duress.



 


Section 6.09 Survival.
The representations, warranties, covenants and agreements of the Company and the Buyer contained in this Agreement shall
survive the execution and delivery hereof until the termination of this Agreement; provided, however, that (i)
the provisions of Article III (Representations, Warranties of the Company), Article V (Indemnification; Additional Covenants)
(excluding Sections 5.02, 5.05 and 5.05), and this Article VI (Miscellaneous) shall remain in full force and effect
indefinitely notwithstanding such termination, and, (ii) so long as the Buyer owns any Shares, the covenants and agreements
of the Company contained in Section 5.02 (Legend Removal), Section 5.04 (Penalty), and Section 5.05 (Subsequent Issuance)
shall remain in full force and effect notwithstanding such termination.


 


Section 6.10 Severability.
If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination
that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify
this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end
that the Transactions are fulfilled to the extent possible.


 


Section 6.11 Entire
Agreement. This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof
and thereof and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect
to the subject matter hereof and thereof.


 






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Section 6.12 Remedies
Cumulative; Specific Performance.


 


(i)
Each Party’s remedies provided in this Agreement, including, without limitation, the Buyer’s remedies provided in Section
5.01, shall be cumulative and in addition to all other remedies available to such Party under this Agreement, at law or in equity
(including a decree of specific performance and/or other injunctive relief), no remedy of such Party contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit such Party’s
right to pursue actual damages for any failure by the other Party to comply with the terms of this Agreement. The Company and the
Buyer acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either Party shall
be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other Party
and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond
or other security being required), this being in addition to any other remedy to which either Party may be entitled by law or equity.


 


Section 6.13 Construction.
The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way
the meaning or interpretation of this Agreement. In the event of a conflict between language or amounts contained in the body
of this Agreement and language or amounts contained in any Exhibits attached hereto, the language or amounts in the body of
the Agreement shall control. Any reference in this Agreement to gender shall include all genders, and words imparting the
singular number only shall include the plural and vice versa. The use of the terms “including” or
“include” shall in all cases herein mean “including, without limitation,” or “include, without
limitation,” respectively. Reference to any Person includes such Person’s predecessors, successors and assigns to
the extent, in the case of successors and assigns, such successors and assigns are permitted by the terms of any applicable
agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually.
Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as
amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms
hereof. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part,
including rules, regulations, enforcement procedures and any interpretations promulgated thereunder. Each and every reference
to share prices, shares of Common Stock (including, without limitation the First Tranche Purchase Shares, Second Tranche
Purchase Shares, and Shares) and any other numbers in this Agreement that relate to the Common Stock (including, without
limitation the First Tranche Purchase Shares, Second Tranche Purchase Shares, and Shares) shall be automatically adjusted for
any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with
respect to the Common Stock after the date of this Agreement. Underscored references to Articles, Sections or Schedules shall
refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,”
“hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article,
Section or clause of or Exhibit, Annex or Schedule to this Agreement.


 


Section 6.14 Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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; provided
that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc.,
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the
signature were an original signature.


 


Section 6.15 Publicity.
The Company shall afford the Buyer and its counsel with the opportunity to review and comment upon, shall consult with the
Buyer and its counsel on the form and substance of, and shall give due consideration to all such comments from the Buyer or
its counsel on, any press release, Commission filing or any other public disclosure by or on behalf of the Company relating
to the Buyer, its purchases of Shares hereunder or any aspect of this Agreement or the Registration Rights Agreement or the
Transactions, not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Buyer must be provided
with a final version of any such press release, Commission filing or other public disclosure at least 24 hours prior to any
release, filing or use by the Company thereof. The Company agrees and acknowledges that its failure to fully comply with this
provision constitutes a Material Adverse Effect.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed as of the date hereof.


 


	 	Adial Pharmaceuticals, Inc.
	 	 	 
	 	By:	
	 	Name: 	William B. Stilley
	 	Title: 	Chief Executive Officer
	 	 	 
	 	Buyer
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	






 


Signature Page to Stock Purchase
Agreement


 




    28


    




    


 


EXHIBIT A


“Registration Rights Agreement”


 


See Exhibit 10.2 to the Current Report on Form 8-K filed on March 15, 2021


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


    




    

 


	Schedule of Buyers	 	Shares for First Tranche Purchase	 	 	Shares for Second Tranche Purchase	 
	Bespoke Growth Partners, Inc.	 	 	33,667	 	 	 	303,000	 
	Ivy Cottage Group, LLC	 	 	10,000	 	 	 	-	 
	James W. Newman Roth IRA	 	 	10,000	 	 	 	-	 
	Rountop Limited Partnership, LLP	 	 	10,000	 	 	 	-	 
	Keystone Capital Partners, LLC	 	 	33,334	 	 	 	300,000