Exhibit 10.2


 


Execution Version


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2020, is by and between Keystone Capital
Partners, LLC, a Delaware limited liability company (the “Investor”), and Adial Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”).


 


RECITALS


 


A. The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i)
$15,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the
Purchase Agreement), as provided for therein.


 


B. Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued
to the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.


 


C. Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute
and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect
to the Registrable Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally
bound hereby, the Company and the Investor hereby agree as follows:


 


		1.	Definitions.



 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:


 


(a) 
“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement


 


(b) 
“Allowable Grace Period” shall have the meaning assigned to such term in Section 3(p).


 


(c) 
“Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).


 






     


     


    

 


(d) 
“Business Day” means any day other than Saturday, Sunday or any other day on which commercial
banks in New York, New York are authorized or required by law to remain closed.


 


(e) 
“Claims” shall have the meaning assigned to such term in Section 6(a).


 


(f) 
“Closing Date” shall mean the date of this Agreement.


 


(g) 
“Commission” means the U.S. Securities and Exchange Commission or any successor entity.


 


(h) 
“Common Stock” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(i) 
“Company” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(j) 
“Effective Date” means the date that the applicable Registration Statement has been declared effective
by the Commission.


 


(k) 
“Effectiveness Deadline” means (i) with respect to the Initial Registration Statement required
to be filed to pursuant to Section 2(a), the earlier of (A) the 90th calendar day after the date of this Agreement,
if such Registration Statement is subject to review by the Commission, and (B) the 60th calendar day after the date
of this Agreement, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration
Statement will not be reviewed and (ii) with respect to any New Registration Statements that may be required to be filed by the
Company pursuant to this Agreement, the earlier of (A) the 60th calendar day following the date on which the Company
was required to file such additional Registration Statement, if such Registration Statement is subject to review by the Commission,
and (B) the 30th calendar day following the date on which the Company was required to file such New Registration Statement,
if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will
not be reviewed.


 


(l) 
“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be
filed to pursuant to Section 2(a), the 30th Business Day after the date of this Agreement and (ii) with respect to any
New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 20th Business
Day following the sale of substantially all of the Registrable Securities included in the Initial Registration Statement or the
most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission.


 


(m) 
“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).


 


(n) 
“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).


 






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(o) 
“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(p) 
“Investor Party” and “Investor Parties” shall have the meaning assigned to such terms
in Section 6(a).


 


(q) 
“Legal Counsel” shall have the meaning assigned to such term in Section 2(b).


 


(r) 
“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).


 


(s) 
“Person” means any person or entity, whether a natural person, trustee, corporation, partnership,
limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture,
governmental agency or authority.


 


(t) 
“Prospectus” means the prospectus in the form included in the Registration Statement, as supplemented
from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(u) 
“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission
from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.


 


(v) 
“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(w) 
“register,” “registered,” and “registration”
refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities
Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.


 


(x) 
“Registrable Securities” means all of (i) the Shares, (ii) the Commitment Shares, and (iii) any
capital stock of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation,
(1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of
capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a
successor entity into which the shares of Common Stock are converted or exchanged, in each case until such time as such securities
cease to be Registrable Securities pursuant to Section 2(f).


 


(y) 
“Registration Statement” means a registration statement or registration statements of the Company
filed under the Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or
registration statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated
by reference therein.


 


(z) 
“Registration Period” shall have the meaning assigned to such term in Section 3(a).


 






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(aa) 
“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule
may be amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit
the Investor to sell securities of the Company to the public without registration.


 


(bb) 
“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule
may be amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering
securities on a delayed or continuous basis.


 


(cc) 
“Staff” shall have the meaning assigned to such term in Section 2(e).


 


(dd) 
“Violations” shall have the meaning assigned to such term in Section 6(a).


 


		2.	Registration.



 


(a) Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the Commission an initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of (i)
all of the Commitment Shares and (ii) the maximum number of additional Registrable Securities as shall be permitted to be included
thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable
Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the
“Initial Registration Statement”). Such initial Registration Statement shall contain the “Selling
Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B.
The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the
Commission as soon as reasonably practicable, but in no event later than the applicable Effectiveness Deadline.


 


(b) Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee,
solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Dorsey
& Whitney LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of
the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses
of the Legal Counsel incurred in connection with the transactions contemplated hereby.


 


(c) Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement
filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, and if the Company desires to sell additional Shares to
the Investor under the Agreement, the Company shall then use its commercially reasonable efforts to file with the Commission one
or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration
Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission (“Staff”)
with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission
and the rules and regulations of the Commission) (each such additional Registration Statement, a “New Registration
Statement”), but in no event later than the applicable Filing Deadline for such New Registration Statement(s). The
Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon
as practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline
for such New Registration Statement.


 






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(d) No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing
such Registration Statement with the Commission.


 


(e) Offering.
If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement
as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for
resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required
by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the
Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with
the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff
and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything
in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the
Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor
on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not
request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than
48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of
any reduction in Registrable Securities pursuant to this paragraph, if the Company desires to sell any Shares to the Investor that
are not covered by a Registration Statement or New Registration Statement, the Company shall then use its commercially reasonable
efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as
all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses
contained therein are available for use by the Investor.


 


(f) Any
Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration
Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security
has been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by
the Company or one of its subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the
date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the first (1st)
anniversary of the date of the last sale of any Registrable Securities to the Investor pursuant to the Purchase Agreement.


 






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		3.	Related Obligations.



 


The Company shall use
its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method
of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a) The
Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof
and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in
no event later than the applicable Filing Deadline therefor, and the Company use its commercially reasonable efforts to cause each
such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the applicable
Effectiveness Deadline therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective
(and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis
at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall
have sold all of the Registrable Securities covered by such Registration Statement and (ii) the date of termination of the Purchase
Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such
securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration
Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of
Section 3(q) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including,
without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and
supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses,
in the light of the circumstances in which they were made) not misleading. The Company shall submit to the Commission, as soon
as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will be
made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request
for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance
with Rule 461 under the Securities Act.


 


(b) Subject
to Section 3(q) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission
such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the
Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated
under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained
therein current and available for use) at all times during the Registration Period for such Registration Statement, and, during
such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of
the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the Investor. Without limiting the generality of the
foregoing, the Company covenants and agrees that (i) at or before 5:30 p.m. (New York City time) on the second (2nd)
Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or
any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities
Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment
thereto), and (ii) if the transactions contemplated by any Fixed Purchase are material to the Company (individually or collectively
with all other prior Fixed Purchases, the consummation of which have not previously been reported in any Prospectus Supplement
filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the
Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations
of the Commission thereof), in each case as reasonably determined by the Company and the Investor, then, at or before 8:30 a.m.,
New York City time, on the first (1st) Trading Day immediately following the Fixed Purchase Date with respect to such
Fixed Purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities
Act with respect to the applicable Fixed Purchase(s), disclosing the total number of Shares that are to be (and, if applicable,
have been) issued and sold to the Investor pursuant to such Fixed Purchase(s), the total purchase price for the Shares subject
to such Fixed Purchase(s), the applicable purchases price(s) for such Shares and the net proceeds that are to be (and, if applicable,
have been) received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a
Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K
the information described in the immediately preceding sentence relating to all Fixed Purchase(s) consummated during the relevant
fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period prescribed
for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1 or
Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to
this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the
Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if
applicable, or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the
same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration
Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus.
The Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration
Statement in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the
jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable
Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or
in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered
in connection with resales of Registrable Securities.


 






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(c) The
Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two (2)
Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including,
without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to
that set forth in such reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably
consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or
to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies
of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement
(which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries),
(ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and
any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements
thereto; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be
provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR).


 


(d) Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without
charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents
incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents,
including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided,
however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format)
to the Investor to the extent such document is available on EDGAR).


 


(e) The
Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such
other securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in
those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration
Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto
to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities
or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening
of any proceeding for such purpose.


 






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(f) The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable
after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in
no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and,
subject to Section 3(q), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained
therein to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal
Counsel and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company
shall also promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness
and by overnight mail), and when the Company receives written notice from the Commission that a Registration Statement or any post-effective
amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration
Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other
federal or state governmental authority for any additional information relating to the Registration Statement or any amendment
or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall
limit any obligation of the Company under the Purchase Agreement.


 


(g) The
Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss
of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal
Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding.


 


(h) The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed
in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena
or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document.
The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by
a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow
the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.


 






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(i) Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts
either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market,
(ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible
Market, or (iii) if, despite the Company’s commercially reasonable efforts to satisfy the preceding clauses (i) or (ii) the
Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without limiting the generality of the foregoing, to use
its commercially reasonable efforts to arrange for at least two market makers to register with the Financial Industry Regulatory
Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the Company shall
reasonably cooperate with the Investor and any Broker-Dealer through which the Investor proposes to sell its Registrable Securities
in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by the Investor. The Company shall pay all fees and expenses
in connection with satisfying its obligation under this Section 3(i).


 


(j) The
Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable
Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations
or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor
may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with
any issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares
only pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan
of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state
securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities
Act. DWAC Shares shall be free from all restrictive legends may be transmitted by the transfer agent to the Investor by crediting
an account at DTC as directed in writing by the Investor.


 


(k) Upon
the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor
and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as
the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all
required filings of such Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated
in such Prospectus Supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
or Prospectus contained therein if reasonably requested by the Investor.


 


(l) The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to
be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 






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(m) The
Company shall make generally available to its security holders (which may be satisfied by making such information available on
EDGAR) as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement
(in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month
period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date
of each Registration Statement.


 


(n) The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder.


 


(o) Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission
in the form attached hereto as Exhibit A.


 


(p) Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective
Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of
any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable
Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of
Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other
similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such
a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement
or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each
case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to
be used by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective
basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the
good faith judgment of the Company, would materially adversely affect the Company (each, an “Allowable Grace Period”);
provided, however, that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any
Registration Statement for a period that exceeds 20 consecutive Trading Days or an aggregate of 60 days in any 365-day period;
and provided, further, the Company shall not effect any such suspension during (A) the first 10 consecutive Trading Days
after the Effective Date of the particular Registration Statement or (B) the five-Trading Day period following each settlement
date for a Fixed Purchase. Upon disclosure of such information or the termination of the condition described above, the Company
shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor and shall
promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered
sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f)
with respect to the information giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding
anything to the contrary contained in this Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares to a
transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities
with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and
delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each
case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.


 






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		4.	Obligations of the Investor.



 


(a) At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period
to which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the
Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete
the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall
furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 


(b) The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified
the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such
Registration Statement.


 


(c) The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(p) or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent
to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with
any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence
of Section 3(f) and for which the Investor has not yet settled.


 


(d) The
Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 






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		5.	Expenses of Registration.



 


All reasonable expenses
of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the
Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel
for the Company, shall be paid by the Company.


 


		6.	Indemnification.



 


(a) In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the
Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members,
partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor
Party” and collectively, the “Investor Parties”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory
agency, body or the Commission, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus Supplement or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as
such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for
such Investor Party expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus
Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written information
set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor
expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor
to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as amended
or supplemented) made available by the Company (to the extent applicable), including, without limitation, a corrected Prospectus,
if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section
3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would
have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the transfer of any
of the Registrable Securities by the Investor pursuant to Section 9.


 






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(b) In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the
Company by the Investor expressly for use in connection with such Registration Statement, the Prospectus included therein or any
Prospectus Supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C
attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any
Registration Statement, Prospectus or Prospectus Supplement); and, subject to Section 6(c) and the below provisos in this Section
6(b), the Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection
with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably
withheld or delayed; and provided, further that the Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable
Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of
the Registrable Securities by the Investor pursuant to Section 9.


 


(c) Promptly
after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of
any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor
Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Investor Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as
the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying
party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have
failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company
Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any
impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such
Investor Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely
to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying party (in which case,
if such Investor Party or such Company Party (as the case may be) notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume
the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided
further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and
expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company
Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation
or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party
shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or
Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as
the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall
apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is
materially and adversely prejudiced in its ability to defend such action.


 






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(d) No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such
sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment
pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent
a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.


 


(f) The
indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the
Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be
subject to pursuant to the law.


 


		7.	Contribution.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities
which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection
with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the
amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration
Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable sale of the
Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to
pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission
or alleged omission.


 


		8.	Reports Under the Exchange Act.



 


With a view to making
available to the Investor the benefits of Rule 144, the Company agrees to:


 


(a) so
long as the Investor owns Registrable Securities, use its reasonable best efforts to make and keep public information available,
as those terms are understood and defined in Rule 144;


 


(b) so
long as the Investor owns Registrable Securities, use its reasonable best efforts to file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains
subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under
the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;


 






    14


     


    

 


(c) furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company
with the Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably
requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


(d) take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


		9.	Assignment of Registration Rights.



 


The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however,
that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company
remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign
its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled
by Fredric G. Zaino, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 


		10.	Amendment or Waiver.



 


No provision of this
Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the
filing of the Initial Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of
this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in
a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any
right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as
a waiver thereof.


 


		11.	Miscellaneous.



 


(a) Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from such record owner of such Registrable Securities.


 


(b) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 10.4 of the Purchase Agreement.


 






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(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. The Company and the Investor 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.


 


(d) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City
of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e) The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter
thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral
and written, solely with respect to such matters. There are no promises, undertakings, representations or warranties by either
party relative to subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this
Agreement to the contrary and without implication that the contrary would otherwise be true, nothing contained in this Agreement
shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a Fixed Purchase contained in Article VII
of the Purchase Agreement or (ii) any of the Company’s obligations under the Purchase Agreement.


 


(f) This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement
is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective
successors and the Persons referred to in Sections 6 and 7 hereof.


 






    16


     


    

 


(g) The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import
shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h) 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.


 


(i) Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


[Signature Pages Follow]


 




    17


     


    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


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




  




    18


     


    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	INVESTOR:
	 	 	 
	 	KEYSTONE CAPITAL PARTNERS, LLC
	 	 	 
	 	 	 
	 	By: 	/s/ Fredric G. Zaino
	 	Name:  	Fredric G. Zaino




 




    19


     


    

 


EXHIBIT A


 


FORM OF
NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[●]


[●]


[●]


 


		Re:	Adial Pharmaceuticals, Inc.



 


Ladies and Gentlemen:


 


We are counsel to Adial
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection
with that certain Common Stock Purchase Agreement, dated November 18, 2020 (the “Purchase Agreement”),
entered into by and among the Company and the Investor named therein (the “Holder”) pursuant to which
the Company will issue to the Holder from time to time shares of the Company’s common stock, par value $0.001 per share (the ”Common
Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated
November 18, 2020, with the Holder (the “Registration Rights Agreement”), pursuant to which the Company
agreed, among other things, to register the offer and sale by the Holder of the Registrable Securities (as defined in the Registration
Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on [●], 20[●], the Company filed a Registration
Statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”) with the Securities and
Exchange Commission (the “Commission”) relating to the Registrable Securities which names the Holder
as an underwriter and a selling stockholder thereunder.


 


In
connection with the foregoing, based solely on our review of the Commission’s EDGAR website, we advise you that the
Registration Statement became effective under the Securities Act on [●], 20[●].
In addition, based solely on our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml,
we confirm that the Commission has not issued any stop order suspending the effectiveness of the Registration Statement. To our
knowledge, based solely on our participation in the conferences mentioned above regarding the Registration Statement and our review
of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, no proceedings for that
purpose are pending or have been instituted or threatened by the Commission.


 


This letter shall serve
as our standing opinion to you that the shares of Common Stock are freely transferable by the Holder pursuant to the Registration
Statement, provided the Registration Statement remains effective.


 






    A-1


     


    

 


This opinion letter
is limited to the federal securities laws of the United States of America. We express no opinion as to matters relating to state
securities laws or Blue Sky laws.


 


We assume no obligation
to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention with
respect to the opinion and statements expressed above, including any changes in applicable law that may hereafter occur.


 


This opinion letter
is being delivered solely for the benefit of the person to whom it is addressed; accordingly, it may not be quoted, filed with
any governmental authority or other regulatory agency or otherwise circulated or utilized for any purposes without our prior written
consent.


 


	 	Very truly yours,
	 	 
	 	Gracin & Marlow, LLP
	 	 
	 	By:	                         




 


cc: Keystone Capital Partners, LLC


 




    A-2


     


    

 


EXHIBIT B


 


SELLING
STOCKHOLDER


 


This prospectus relates
to the possible resale from time to time by Keystone Capital of any or all of the shares of common stock that may be issued by
us to Keystone Capital under the Purchase Agreement. For additional information regarding the issuance of common stock covered
by this prospectus, see the section titled “Keystone Capital Committed Equity Financing” above. We are registering
the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with Keystone Capital
on November 18, 2020 in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the
transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, Keystone Capital has not had any material
relationship with us within the past three years. As used in this prospectus, the term “selling stockholder” means
Keystone Capital Partners, LLC.


 


The table below presents
information regarding the selling stockholder and the shares of common stock that it may offer from time to time under this prospectus.
This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of [●], 2020.
The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus”
represents all of the shares of common stock that the selling stockholder may offer under this prospectus. The selling stockholder
may sell some, all or none of its shares in this offering. We do not know how long the selling stockholder will hold the shares
before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding
the sale of any of the shares.


 


Beneficial ownership
is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock
with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock beneficially
owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of [●] shares of
our common stock outstanding on [●], 2020. Because the purchase price of the shares of common stock issuable under the Purchase
Agreement is determined on each Fixed Purchase Date, the number of shares that may actually be sold by the Company under the Purchase
Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of
the shares offered by the selling stockholder pursuant to this prospectus.


 




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	Name of Selling Stockholder	 	Number of Shares of Common Stock Owned Prior to Offering	 	Maximum Number of Shares of Common Stock
    to be Offered Pursuant to this Prospectus	 	Number of Shares of Common
    Stock Owned After Offering	 
	 	 	 	Number(1)	 	 	Percent(2)	 	 	 	 	Number(3)	 	 	 	Percent(2)	 
	Keystone Capital Partners, LLC(4)	 	 	175,000	 	 	*	 	[●]	 	 	0	 	 	 	--	 



 





 











		*	Represents beneficial ownership of less than 1% of the
outstanding shares of our common stock.



 


		(1)	This number represents the 175,000 shares of common stock we issued to Keystone Capital on November
18, 2020 as Commitment Shares in consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d)
under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that
Keystone Capital may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our
discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of
Keystone Capital’s control, including the registration statement that includes this prospectus becoming and remaining effective.
Furthermore, the Fixed Purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the
Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any
shares of our common stock to Keystone Capital to the extent such
shares, when aggregated with all other shares of our common stock then beneficially owned by Keystone Capital,
would cause Keystone Capital’s beneficial ownership of our
common stock to exceed the 4.99% Beneficial Ownership Cap. The Purchase Agreement also prohibits us from issuing or selling shares
of our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval
to do so, or unless sales of common stock are made at a price equal to or greater than $[●] per share, such that the Exchange
Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap
(to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.



 


		(2)	Applicable percentage ownership is based on [●] shares of our common stock outstanding as
of [●], 20[●].



 


		(3)	Assumes the sale of all shares being offered pursuant to this prospectus.



 


		(4)	The business address of Keystone Capital Partners, LLC is 139 Fulton Street, Suite 412, New York,
NY 10038. Keystone Capital Partners, LLC’s principal business is that of a private investor. Ranz Group, LLC, a Delaware
limited liability company, is the managing member of Keystone Capital Partners, LLC and the beneficial owner of 97% of the membership
interests in Keystone Capital Partners, LLC. Fredric G. Zaino is the managing member of Ranz Group, LLC and has sole voting control
and investment discretion over securities beneficially owned directly by Keystone Capital, LLC and indirectly by Ranz Group, LLC.
We have been advised that none of Mr. Zaino, Ranz Group, LLC or Keystone Capital Partners, LLC is a member of the Financial Industry
Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent
broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Zaino as to beneficial ownership of
the securities beneficially owned directly by Keystone Capital Partners, LLC and indirectly by Ranz Group, LLC.



 




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PLAN OF
DISTRIBUTION


 


The shares of common
stock offered by this prospectus are being offered by the selling stockholder, Keystone Capital Partners, LLC.  The shares
may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers,
dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our common
stock offered by this prospectus could be effected in one or more of the following methods:


 


		●	ordinary brokers’ transactions; 



 


		●	transactions involving cross or block trades; 



 


		●	through brokers, dealers, or underwriters who may act solely as agents; 



 


		●	“at the market” into an existing market for our common stock; 



 


		●	in other ways not involving market makers or established business markets, including direct sales
to purchasers or sales effected through agents; 



 


		●	in privately negotiated transactions; or 



 


		●	any combination of the foregoing. 



 


In order to comply
with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or
dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the
state or an exemption from the state’s registration or qualification requirement is available and complied with.


 


Keystone Capital is
an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


Keystone Capital has
informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that
it has acquired and may in the future acquire from us pursuant to the Purchase Agreement.  Such sales will be made at prices
and at terms then prevailing or at prices related to the then current market price.  Each such registered broker-dealer will
be an underwriter within the meaning of Section 2(a)(11) of the Securities Act.  Keystone Capital has informed us that each
such broker-dealer will receive commissions from Keystone Capital that will not exceed customary brokerage commissions.


 


Brokers, dealers, underwriters
or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation
in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the
shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any
such purchasers of shares of our common stock sold by the selling stockholder may be less than or in excess of customary commissions.
 Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from
any purchasers of shares of our common stock sold by the selling stockholder.


 






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We know of no existing
arrangements between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale
or distribution of the shares of our common stock offered by this prospectus.


 


We may from time to
time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus
forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the
Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling
stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares
by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or agents,
and any other required information.


 


We will pay the expenses
incident to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus
by the selling stockholder. As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement,
we have issued to Keystone Capital 175,000 shares of our common stock as Commitment Shares.


 


We also have agreed
to indemnify Keystone Capital and certain other persons against certain liabilities in connection with the offering of shares of
our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to
contribute amounts required to be paid in respect of such liabilities.  Keystone Capital has agreed to indemnify us against
liabilities under the Securities Act that may arise from certain written information furnished to us by Keystone Capital specifically
for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling
persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable.


 


We estimate that the
total expenses for the offering will be approximately $[●].


 


Keystone Capital has
represented to us that at no time prior to the date of the Purchase Agreement has Keystone Capital or its agents, representatives
or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short
position with respect to our common stock.  Keystone Capital has agreed that during the term of the Purchase Agreement, neither
Keystone Capital, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of
the foregoing transactions.


 


We have advised the
selling stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates
in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which
is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases
made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may
affect the marketability of the securities offered by this prospectus.


 


This offering will
terminate on the date that all shares of our common stock offered by this prospectus have been sold by the selling stockholder.


 


Our common stock is
currently listed on The Nasdaq Capital Market under the symbol “ADIL”.


 




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EXHIBIT C


 


The business address of Keystone Capital
Partners, LLC is 139 Fulton Street, Suite 412, New York, NY 10038. Keystone Capital Partners, LLC’s principal business is
that of a private investor. Ranz Group, LLC, a Delaware limited liability company, is the managing member of Keystone Capital Partners,
LLC and the beneficial owner of 97% of the membership interests in Keystone Capital Partners, LLC. Fredric G. Zaino is the managing
member of Ranz Group, LLC and has sole voting control and investment discretion over securities beneficially owned directly by
Keystone Capital, LLC and indirectly by Ranz Group, LLC. None of Mr. Zaino, Ranz Group, LLC or Keystone Capital Partners, LLC is
a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated
person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by
Mr. Zaino as to beneficial ownership of the securities beneficially owned directly by Keystone Capital Partners, LLC and indirectly
by Ranz Group, LLC.


 


 


C-1