Exhibit 10.1


 





Amendment
1


To
Statement of Work No. 1


 


This
Amendment 1 (this “Amendment”) is effective as of December 12, 2019 (the “Effective Date”)
and amends that certain Statement of Work No. 1 (the “SOW”) under the Master Services Agreement dated July
5, 2019 (the “MSA”) by and between Adial Pharmaceuticals, Inc., a Delaware corporation with business addresses
at 1001 Research Park Blvd., Suite 100, Charlottesville, Virginia 22911 (“Adial”), and Psychological Education
Publishing Company LLC, a Texas limited liability company, with a business address of 1221 Brickell Avenue, Suite 948, Miami,
FL33131 (“Contractor”). Capitalized words not defined in this Amendment shall have the meaning defined in the
SOW.


 


WHEREAS,
Adial and Contractor have commenced the engagement under the SOW, which had estimated total fees to be paid to Contractor of $313,843,
and Adial has paid Contractor $39,064 under the SOW for services rendered to date, leaving as estimated balance of $274,779 estimated
to be paid under the SOW;


 


WHEREAS,
Contractor has offered Adial a 20% discount on the remaining services to be provided under the SOW and to fix the price of any
remaining services under the SOW to be a total of $219,823 for all services required for the use of BBCET in support of the Trial
(as contemplated in the SOW) in return for advance payment of the $219,823 and forfeiture of the right to pay a portion of remaining
amounts due under the SOW with Adial stock; and


 


WHEREAS,
Bankole A. Johnson, a Florida resident and officer of Contractor, (“Johnson”) is a signatory to and beneficiary of
the SOW, and Adial requires and Johnson agrees, that Johnson will pledge all of his holdings in Adial, including shares of Adial
or options or warrants to purchase shares of Adial owned or controlled by him, (his “Holdings”) as security
for the performance of PEPCO under the SOW and also enter an agreement not to sell or otherwise hypothecate his Holdings for a
period of twenty-one months from the date hereof, subject to the terms of the Lock-Up Agreement (as defined below).


 


NOW,
THEREFORE, for good and valuable consideration, the sufficiency of which is hereby agreed, Adial, Contractor and Johnson agree
as follows:


 


		1.	For
                                         the payment of $219,823 by Adial to Contractor no later than December 13, 2019, Contractor
                                         will provide all of the services contemplated by the SOW so that BBCET will support the
                                         Trial with the goal of the Trial serving as a Phase 3 trial (as that term is defined
                                         by the U.S. Food and Drug Administration; a “Phase 3”).



 


		2.	The
                                         Payment with Company Stock section of the SOW is void after the Effective Date.



 


		3.	As
                                         security of performance by PEPCO and as consideration for advance payment by Adial to
                                         PEPCO, for which Johnson is an indirect beneficiary, Johnson agrees to the following:



 


		a.	Johnson
                                         hereby (i) grants Adial a security interest in and lien against his Holdings as security
                                         for the performance of PECPO under the SOW; and (ii) agrees to enter (1) the Guaranty
                                         as attached hereto as Exhibit 1, and (2) the Pledge and Security Agreement attached hereto
                                         as Exhibit 2, which shall provide for the terms of such security interest.



 






    	Amendment 1 to SOW 1
 Adial/PEPCO	 	Page 1 of 5




     


    




 


		b.	Johnson
                                         hereby (i) agrees that will not sell or otherwise hypothecate his Holdings for a period
                                         of 21 months from the date hereof; and (ii) agrees to enter the Lock-Up Agreement attached
                                         hereto as Exhibit 3, which shall provide for the terms of such lock-up.



 


		4.	The
                                         first words under the Compliance with European Law & Regulations and Audit section
                                         of the SOW that read, “The Services will be in conducted...” are replaced
                                         with, “The services will be conducted in...”



 


		5.	This
                                         Amendment is effective as of the Effective Date and does not affect activities or payments
                                         prior to the Effective Date.



 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first above written:


 





 


	For Adial 	 	For Contractor
	 	 	 	 	 
	By:	 /s/ William B. Stilley	 	By:	/s/ Bankole A.
Johnson
	Name:	 William B. Stilley	 	Name:	 Bankole A. Johnson
	Title:	 CEO	 	Title:	 President


 





	/s/ Bankole A. Johnson	 
	Dr. Bankole A. Johnson	 







 







    	Amendment 1 to SOW 1
 Adial/PEPCO	 	Page 2 of 5




     


    

 


Exhibit
1


Guaranty


 


(Attached)


 




    	Amendment 1 to SOW 1
 Adial/PEPCO	 	Page 3 of 5




     


    

 


Exhibit
2


Pledge
and Security Agreement


 


(Attached)


 




    	Amendment 1 to SOW 1
 Adial/PEPCO	 	Page 4 of 5




     


    

 


Exhibit
3


Lock-Up
Agreement


 


(Attached)


 


 


 





	Amendment
    1 to SOW 1	Page 5 of 5
	Adial/PEPCO