Exhibit 10.1


 


Lock-Up
Agreement Extension


 


April
5, 2021


 


The
Board of Directors


Adial
Pharmaceuticals, Inc.


1180
Seminole Trail, Suite 495


Charlottesville,
Virginia 22901


 


Gentlemen:


 


The
undersigned previously entered a Lock-Up Agreement dated December 12, 2019, as amended and extended on August 19, 2020 (the “Lock-Up
Agreement”), in the favor of Adial Pharmaceuticals, Inc. (“Adial”). To now induce Adial to waive, on a one-time,
limited basis, the trading restrictions set forth in Adial’s Insider Trading Policy the permit, prior to the filing of Adial’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 with the Securities and Exchange Commission (the “SEC”),
the private sale by the undersigned to one or more accredited investors of up to 150,000 shares of common stock, par value $0.001 per
share, of Adial (the “Permitted Sale”) at a price per share of no less than $2.50 or the closing price of the prior
trading day on which the Permitted Sale occurs, whichever is greater, the undersigned hereby agree to extend the Lock-Up Period (as that
term is defined in the Lock-Up Agreement) until such date as Adial shall publicly release the data from its ONWARDTM
trial.


 


Additionally,
as further inducement to allow the Permitted Sale, each of the undersigned covenant and agree that during the Lock-Up Period and for
so long as Dr. Johnson continues to serve as either an officer, director, employee or consultant to Adial, they will not sell or otherwise
transfer, make any short sale of, grant any option, right or warrant for the purchase of, or dispose of, or enter into any similar transaction
relating to any Shares (or other securities) of the Company held by the undersigned during the seven (7) day period prior to and the
one hundred eighty (180) day period following the effective date of any registration statement that the Company may determine to file
with the Securities and Exchange Commission in connection with a public offering of its securities. If requested by Adial and any such
underwriter of its Shares (or other securities), the undersigned each agree that prior to any such offering, they will execute and provide
to Adial and such underwriter, upon Adial’s request, a lock-up letter on the underwriter’s standard form, with respect to
the foregoing; provided, that a majority of Adial’s executive officers and directors have also executed and provided lock-up
letters to such underwriter which are no less onerous than the lock-up letters to be executed and provided by the undersigned.


 


Capitalized
terms used and not defined herein shall have the meanings ascribed to them in the Lock-Up Agreement.


 


The
last three paragraphs of the August 19, 2020 amendment to the Lock-Up Agreement, together with the ROFR referred to therein, are hereby
deleted in their entirety. All other terms of the Lock-Up Agreement shall remain unchanged.


 


	 	Very
    truly yours,
	 	 
	 	 /s/  Bankole A. Johnson
	 	Bankole
    A. Johnson


 






    	Johnson-Adial Lock-Up Agreement Extension of April 5, 2021	Page 1 of 2



     


    

 


	 	MEDICO-TRANS COMPANY, LLC
	 	 	 
	 	By:
    	/s/  Bankole A. Johnson
	 	Name:
    	Bankole
    A. Johnson
	 	Title:	Manager
	 	 	 
	 	EN FIDECOMISO DE MI VIDA 11/23/2010 (TRUST)
	 	 
	 	By:	/s/  Bankole A. Johnson
	 	Name:
    	Bankole
    A. Johnson
	 	Title:
     	Trustee
	 	 	 
	 	EN FIDECOMISO DE TODOS MIS SUENOS GRANTOR RETAINED ANNUITY TRUST DATED JUNE 27, 2017
	 	 
	 	By:	/s/  Bankole A. Johnson
	 	Name:
    	Bankole
    A. Johnson
	 	Title:
     	Trustee
	 	 	 
	 	EN FIDEICOMISO DE MIS SUENOS 11/23/2010 (TRUST)
	 	 
	 	By:	/s/  Bankole A. Johnson
	 	Name:
    	Bankole
    A. Johnson
	 	Title:
     	Trustee
	 	 	 
	 	DE MI AMOR 11/23/2010 (TRUST)
	 	 
	 	By:	/s/  Bankole A. Johnson
	 	Name:
    	Bankole
    A. Johnson
	 	Title:
     	Trustee


 


 


	Johnson-Adial Lock-Up Agreement Extension of April 5, 2021	Page 2  of 2