Exhibit 4.17


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


FORM
OF COMMON STOCK PURCHASE AGREEMENT


 


ADIAL
PHARMACEUTICALS, INC.


 


Warrant
Shares: ___________


Date
of Issuance: November 21, 2017 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the senior secured promissory note to the Holder (as defined below) of even date) (the “Note”), [      ] (including
any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Adial
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), _______________ shares of Common Stock
(as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to
the terms and conditions of this Warrant) at the exercise price per share of ____________ (the “Exercise Price”).
This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated
November 21, 2017, by and among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 12 below. The term “Exercise Period” shall mean the period commencing on the Issuance
Date and ending on 5:00 p.m. eastern standard time on the two-year anniversary of the later of (i) the consummation of the Next
Financing (as defined in the Purchase Agreement) and (ii) the end of the Lock-Up Period (as defined in the Purchase Agreement).


 


1. EXERCISE
OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised
in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder
shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company
shall have received the Exercise Notice, and upon receipt by the Company on or prior to the second Trading Day following the date
on which the Company shall have received the Exercise Notice of payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate
Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash
or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise
Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised.


 






    	 	1	 



     


    

 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and
such failure shall be deemed an event of default under the Note.


 


If
at any time the Company does not have an effective registration statement registering the shares of Common Stock underlying the
Warrant and the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive
Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the
manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise,
in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:


 


	X
    =  	Y
    (A-B)
	 	    A


 


	Where 	 X
=	 the number of Shares to be issued to Holder.



 


		Y =	the
number of Warrant Shares that the Holder elects to purchase under this Warrant
(at the date of such calculation).






 


		A =	
the average of the VWAP for the five days prior to the date of the Notice.



“VWAP”
on a trading day means the volume weighted average price of the Common Stock for such trading day on the principal market on which
the Common Stock then trades as reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then reporting
such prices, by a comparable reporting service of national reputation selected by the Company and reasonably satisfactory to the
Holder


 


		B =	Exercise
Price (as adjusted to the date of such calculation).



 


(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.


 






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(c)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess
of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder
or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of
the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in
the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.


 


For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the
Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the
Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply
to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)
Distribution of Assets. If the Company shall make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case, the Holder shall for ten (10) days after receipt of notice of a Distribution have the right to exercise this Warrant and
after such exercise will be entitled to participate in such Distribution with respect to the number of Warrant Shares acquired
upon complete exercise of this Warrant immediately before the date on which a record is taken for such Distribution, or, if no
such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution.


 






    	 	3	 



     


    

 


(b)      
Splits and Reverse Splits. In the event that Company completes a split or reverse split of its Common Stock (the “Split”),
the number of Warrant Shares to be delivered upon exercise of this Warrant will be adjusted so that the Holder will be entitled
to receive the number of shares that the Holder would have owned or been entitled to receive upon or by reason of such event had
this Warrant been exercised immediately prior to the Split and the Exercise Price will be adjusted so that the total amount required
to exercise the purchase of all the Warrant Shares under this Warrant shall be the same as it was prior to the adjustment of the
number of Warrant Shares for the Split.


 


3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the
Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved
by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common
Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination
of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, at least ten (10) days prior
to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company
shall provide notice of the Corporate Event and make appropriate provision to insure that the Holder will have an opportunity
to exercise this Warrant prior to the Corporate Event and receive the number of shares of Common Stock of the Successor Entity
or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise
contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 


4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant
is outstanding, have authorized and reserved, free from preemptive rights, thirty five (35) times the number of shares of Common
Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant
(without regard to any limitations on exercise).


 






    	 	4	 



     


    

 


5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself,
shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


 


6. REISSUANCE.


 


(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date.


 


7. TRANSFER.


 


(a)
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly
upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer
may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by
the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for
such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant
to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder
will limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with
prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation
of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of
any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock
or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any
Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public
prior to or in conjunction with such notice being provided to the Holder.


 


9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 






    	 	5	 



     


    

 


10.
GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts or federal courts located in New York. The parties to this Warrant hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. 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 UNDER ANY OTHER
TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's
fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for 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 other manner permitted by law.


 


11.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 


12. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Nasdaq”
means www.Nasdaq.com.


 


(c) “Common
Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


(d)
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants 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.


 


(e)
This section intentionally left blank.


 


(f)
“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, or directors
of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors
of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (ii) securities
issued pursuant to acquisitions approved by a majority of the disinterested directors of the Company, and (iii) shares of Common
Stock issued pursuant to any real property leasing arrangement or debt financing from a bank approved by the Board of Directors
of the Company.


 


(g)
“Principal Market” means the primary national securities exchange on which the Common Stock is then
traded.


 


(h)
“Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days
prior to the date of the respective Exercise Notice.


 


(i)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market,
(ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading
occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


 


*
* * * * * *


 




    	 	6	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	ADIAL
    PHARMACEUTICALS, INC.
	 	 
	 	 
	 	Name:
    William Stilley
	 	Title:
    Chief Executive Officer


 




     


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


THE
UNDERSIGNED holder hereby exercises the right to purchase ____________ of the shares of Common Stock (“Warrant
Shares”) of Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), evidenced by the attached
copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):


 


☐
a cash exercise with respect to   ____________Warrant Shares; or


☐
by cashless exercise pursuant to the Warrant.


  


2.
Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price
in the sum of $ ____________ to the Company in accordance with the terms of the Warrant.


 


3. Delivery
of Warrant Shares. The Company shall deliver to the holder __________ Warrant
Shares in accordance with the terms of the
Warrant.


 


Date:
____________


 


	 	 
	 	(Print
    Name of Registered Holder)
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 



 



     


     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ______________ the right to purchase shares of
common stock of Adial Pharmaceuticals, Inc., to which the within Common Stock Purchase Warrant relates and appoints, as
attorney-in-fact, to transfer said right on the books of Adial Pharmaceuticals, Inc. with full power of substitution and
re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the
terms and conditions of the within Warrant.


 


Dated: ____________


 


 


	 	(Signature)
    *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social
    Security or Tax Identification No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.