Exhibit 10.31


 


SECURITY
AGREEMENT


 


SECURITY
AGREEMENT (this “Agreement”), dated as of June 6, 2018, by and between Adial Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and the secured party signatory hereto and its respective endorsees, transferees
and assigns (the “Secured Party”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to separate Securities Purchase Agreements, between the Company and the Secured Party (the “Purchase Agreement”),
the Company has agreed to issue to the Secured Party and the Secured Party has agreed to purchase from the Company a Senior Secured
Convertible Note in the aggregate principal amount of up to $325,000 (the “Secured Note”); and


 


WHEREAS,
in order to induce the Secured Party to purchase the Secured Note, Company has agreed to execute and deliver to the Secured Party
this Agreement for the benefit of the Secured Party and to grant to it a security interest in certain property of Company to secure
the prompt payment, performance and discharge in full of all of Company’s obligations under the Secured Note, with such
security interest pari passu with the security interests of those certain Senior Secured Promissory Notes dated February
22, 2018 and March 19, 2018; and


 


WHEREAS,
in light of the foregoing, the Company expects to derive substantial benefit from the Purchase Agreement and sale of the Secured
Note and the transactions contemplated thereby and, in furtherance thereof, has agreed to execute and deliver this Agreement.


 


NOW,
THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used
but not otherwise defined in this Agreement that are defined in Article 9 of the UCC shall have the respective meanings given
such terms in Article 9 of the UCC.


 


(a) “Collateral”
means the collateral, as set forth below, in which the Secured Party is granted a security interest by this Agreement and which
shall include the following assets of the Company, whether presently owned or existing or hereafter acquired or coming into existence,
and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts
thereof, including, without limitation, all proceeds from the sale, transfer or other disposition of the Collateral and of insurance
covering the same and of any tort claims in connection therewith:


 


(i) All
goods of the Company, including, without limitations, all machinery, equipment, computers, motor vehicles, trucks, tanks, boats,
ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every
kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions
and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other
items used and useful in connection with the Company’s businesses and all improvements thereto; and


 






     


     


    

 


(ii) All
inventory of the Company; and


 


(iii) All
of the Company’s contract rights, rights to the payment of money and general intangibles, including, without limitation,
all payment intangibles, partnership interests, stock or other securities, licenses, distribution and other agreements, computer
software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks,
service marks, trade styles, trade names, patents, patent applications, copyrights and other intellectual property); and


 


(iv) All
accounts and receivables of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever
owing, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties
with respect to each account, including any right of stoppage in transit; and


 


(v) All
of the Company’s deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, insurance claims, income tax refunds, and supporting obligations; and


 


(vi) All
of the Company’s documents, instruments (including, without limitation, all promissory notes) and chattel paper (whether
tangible or electronic), investment property, files, records, books of account, business papers, computer programs and the products
and proceeds of all of the foregoing Collateral set forth in clauses (i)-(v) above.


 


(b) “Company”
shall mean, collectively, Company and all of the subsidiaries of Company, a list of which is contained in Schedule A, attached
hereto.


 


(c) “Event
of Default” has the meaning set forth in the Secured Note.


 


(d) 
“Obligations” means all of the Company’s obligations under this Agreement, the Secured Note and all agreements,
instruments and other documents executed and delivered in connection herewith or therewith, in each case, whether now or hereafter
existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly
owed with others, and whether or not from time to time decreased or extinguished and later decreased, created or incurred, and
all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided
or recovered directly or indirectly from the Secured Party as a preference, fraudulent transfer or otherwise as such obligations
may be amended, supplemented, converted, extended or modified from time to time.


 


(e) “UCC”
means the Uniform Commercial Code, as currently in effect in the State of New York.


 






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2. Grant
of Security Interest. As an inducement for the Secured Party to purchase the Secured Note and to secure the complete and timely
payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company hereby, unconditionally
and irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing security interest in, a continuing lien upon,
an unqualified right to possession and disposition of and a right of set-off against, in each case to the fullest extent permitted
by law, all of the Company’s right, title and interest of whatsoever kind and nature in and to, the Collateral, with such
pari passu with the security interests of those certain Senior Secured Promissory Notes dated February 22, 2018 and March
19, 2018 (the “Security Interest”).


 


3. Representations,
Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:


 


(a) The
Company has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations
thereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have
been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This
Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditor’s rights generally.


 


(b) The
Company represents and warrants that it has no place of business or offices where its respective books of account and records
are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located,
except as set forth on Schedule A attached hereto;


 


(c) The
Company is the sole owner of the Collateral (except for non-exclusive licenses granted to the Company in the ordinary course of
business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the
Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority, agency or
recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing
(other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of
the Collateral. So long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to
be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed
or recorded in favor of the Secured Party pursuant to the terms of this Agreement).


 






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(d) No
part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the
Company’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the Company’s
claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company’s right to
keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the
best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or
other governmental authority.


 


(e) The
Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account
and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate
financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the
Security Interest to create in favor of the Secured Party valid, perfected and continuing lien in the Collateral. Within 45 days
from the end of each quarter while the Secured Note remains outstanding, the Company shall provide the Secured Party with Financial
statements of the entity/entities funded using the proceeds of the Secured Note.


 


(f) This
Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance
of the Obligations and, upon making the filings described in the immediately following sentence, a perfected priority security
interest in such Collateral. Except for the filing of UCC financing statements under the UCC with the jurisdiction indicated on
Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or
regulatory body is required either (i) for the grant by the Company of, or the effectiveness of, the Security Interest granted
hereby or for the execution, delivery and performance of this Agreement by the Company or (ii) for the perfection of or exercise
by the Secured Party of their rights and remedies hereunder.


 


(g) Within
five days of execution of this Agreement, the Company will deliver to the Secured Party one or more executed UCC financing statements
with respect to the Security Interest for filing with the jurisdictions indicated on Schedule B, attached hereto and in
such other jurisdictions as may be requested by the Secured Party.


 


(h) The
execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with
or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the Company is a
party or by which the Company is bound. No consent (including, without limitation, from stock holders or creditors of the Company)
is required for the Company to enter into and perform its obligations hereunder.


 


(i) The
Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected priority liens
in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11.
The Company hereby agrees to defend the same against any and all persons. The Company shall safeguard and protect all Collateral
for the account of the Secured Party. At the request of the Secured Party, the Company will sign and deliver to the Secured Party
at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form
reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is,
or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without
limiting the generality of the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral
and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand,
such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest
hereunder.


 






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(j) The
Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by the Company in
the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the
Secured Party.


 


(k) The
Company shall keep and preserve the Collateral in good condition, repair and order and shall not operate or locate any such Collateral
(or cause to be operated or located) in any area excluded from insurance coverage.


 


(l) The
Company shall, within ten (10) days after obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail,
of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on
the value of the Collateral or on the Secured Party’ security interest therein.


 


(m) The
Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured
Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security
interest in the Collateral.


 


(n) The
Company shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies
of records pertaining to the Collateral as may be requested by the Secured Party from time to time.


 


(o) The
Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.


 


(p) The
Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by the Company that may materially
affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.


 


(q) All
information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral
is accurate and complete in all material respects as of the date furnished.


 


(r) Schedule
A attached hereto contains a list of all of the subsidiaries of Company.


 


4. Duty
To Hold In Trust. Upon the occurrence of any Event of Default and at any time thereafter, the Company shall, upon receipt
by it of any revenue, income or other sums, whether payable pursuant to the Secured Note or otherwise, or of any check, draft,
note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured
Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to
the satisfaction of the Obligations.


 






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5. Rights
and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have
the right to exercise all of the remedies conferred hereunder and under the Secured Note, and the Secured Party shall have all
the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code
of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights
and powers:


 


(a) The
Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company
shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select,
whether at the Company’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company’s
respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral
in saleable or disposable form.


 


(b) The
Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign,
sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either
with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and
at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially
reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon
or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease,
assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived,
purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and
equities of the Company, which are hereby waived and released.


 


6. Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first,
to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation,
any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and
expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing
of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable
law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition
of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the
Company will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the “Default
Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent
permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession,
removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.


 






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7. Costs
and Expenses.The Company agrees to pay all out-of-pocket fees, costs and expenses incurred in connection with any
filing required hereunder, including without limitation, any financing statements, continuation statements, partial releases
and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The
Company shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice,
imperil or otherwise affect the Collateral or the Security Interest therein. The Company will also, upon demand, pay to the
Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of
any experts and agents, which the Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the
exercise or enforcement of any of the rights of the Secured Party under the Secured Note. Until so paid, any fees payable
hereunder shall be added to the principal amount of the Secured Note and shall bear interest at the Default Rate.


 


8. Responsibility
for Collateral. The Company assumes all liabilities and responsibility in connection with all Collateral, and the obligations
of the Company hereunder or under the Secured Note shall in no way be affected or diminished by reason of the loss, destruction,
damage or theft of any of the Collateral or its unavailability for any reason.


 


9. Security
Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Secured Note or any agreement entered into
in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or
performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to
any departure from the Secured Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release
or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral
for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain,
adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral;
or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge
of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full,
the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation,
the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest,
demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment
received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable
preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise
due to any party other than the Secured Party, then, in any such event, the Company’s obligations hereunder shall survive
cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this
Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The
Company waives all right to require the Secured Party to proceed against any other person or to apply any Collateral which the
Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising
by reason of the application of the statute of limitations to any obligation secured hereby.


 


10. Term
of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Secured
Note has been made in full and all other Obligations have been paid or discharged. Upon such termination, the Secured Party, at
the request and at the expense of the Company, will join in executing any termination statement with respect to any financing
statement executed and filed pursuant to this Agreement.


 






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11. Power
of Attorney; Further Assurances.


 


(a) The
Company authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, and their respective officers,
agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power,
in its own name or in the name of the Company, to, after the occurrence and during the continuance of an Event of Default, (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect
of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and
endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral;
(iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened
against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral;
and (v) generally, to do, at the option of the Secured Party, and at the Company’s expense, at any time, or from time to
time, all acts and things which the Secured Party deem necessary to protect, preserve and realize upon the Collateral and the
Security Interest granted therein in order to effect the intent of this Agreement and the Secured Note all as fully and effectually
as the Company might or could do; and the Company hereby ratifies all that said attorney shall lawfully do or cause to be done
by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and
thereafter as long as any of the Obligations shall be outstanding.


 


(b) On
a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing
and recording places in any jurisdiction, including, without limitation, the jurisdiction indicated on Schedule B, attached
hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of
this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the
Collateral.


 


(c) The
Company hereby irrevocably appoints the Secured Party as the Company’s attorney-in-fact, with full authority in the place
and stead of the Company and in the name of the Company, from time to time in the Secured Party’ discretion, to take any
action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto,
relative to any of the Collateral without the signature of the Company where permitted by law.


 


12. Notices.
All notices, requests, demands and other communications hereunder shall be in writing, with copies to all the other parties hereto,
and shall be deemed to have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent by facsimile, upon receipt
of proof of sending thereof, (iii) if sent by nationally recognized overnight delivery service (receipt requested), the next business
day or (iv) if mailed by first-class registered or certified mail, return receipt requested, postage prepaid, four days after
posting in the U.S. mails, in each case if delivered to the following addresses:


 


	If to the Company, to:	Adial Pharmaceuticals, Inc.
	 	1180
Seminole Trail

        Charlottesville,
        VA 22902

	 	Attention: William B. Stilley
	 	Telephone: (434)
    422-9800
	 	Facsimile:


 


	With
    a copy to:	Gracin
& Marlow, LLP

        The
Chrysler Building

        405
Lexington Avenue, 26th Floor

        New
York, New York 10174

        Telephone
No.: (212) 907-6457

        Facsimile
No.: (212) 208-4657

        Attention:
        Leslie Marlow, Esq.

        E-mail: lmarlow@gracinmarlow.com



 


If
to the Secured Party, then the address set forth in the Purchase Agreement.


 


13. Other
Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the
guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the
right, in their sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without
in any way modifying or affecting any of the Secured Party’ rights and remedies hereunder.


 


14. Miscellaneous.


 


(a) No
course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the
part of the Secured Party, any right, power or privilege hereunder or under the Secured Note shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


(b) All
of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Secured Note
or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 






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(c) This
Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede
all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement,
no provision of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement
and signed by the parties hereto.


 


(d) In
the event that any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any
reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed
as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or
unenforceable. If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable
in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition
or unenforceability without invalidating the remaining portion of such provision or the other provisions of this Agreement and
without affecting the validity or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.


 


(e) No
waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the
party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of
the same or similar nature or otherwise.


 


(f) This
Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.


 


(g) Each
party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 


(h) This
Agreement shall be construed in accordance with the laws of the State of New York, except to the extent the validity, perfection
or enforcement of a security interest hereunder in respect of any particular Collateral which are governed by a jurisdiction other
than the State of New York in which case such law shall govern. Each of the parties hereto irrevocably submit to the exclusive
jurisdiction of any New York State or United States Federal court sitting in New York County over any action or proceeding arising
out of or relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action
or proceeding may be heard and determined in such New York State or Federal court. The parties hereto agree that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. The parties hereto further waive any objection to venue in the State of New York and any objection
to an action or proceeding in the State of New York on the basis of forum non conveniens.


 






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(i) EACH
PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES
ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.


 


(j) This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and,
all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature
is executed) the same with the same force and effect as if such facsimile signature were the original thereof.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this to be duly executed on the day and year first above written.


 


	 	COMPANY
	 	 	 
	 	ADIAL PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/ William B. Stilley
	 	Name:	William B. Stilley
	 	Title:	Chief Executive Officer
	 	 	 
	 	Secured PartY:
	 	 	 
	 	David S Nagelberg 2003

 Revocable Trust Dtd 7/2/03
	 	 	 
	 	By:	/s/ David S. Nagelberg
	 	Name:	David S Nagelberg
	 	Title:	Trustee







 






     


     


    

 


SCHEDULE
A


 


 


 


Location
of Collateral:


 


1180
Seminole Trail, Charlottesville, VA 22911


308
Pleasant Place, Charlottesville, VA 22911


3031
Red Lion Rd, Philadelphia, PA 19114


 


Subsidiary:
None.


 






     


     


    

 


SCHEDULE
B


 


UCC
-1 Financing 


 


Delaware