Exhibit 10.29


 


SETTLEMENT AGREEMENT


 


This Settlement Agreement (the “Agreement”)
dated as of February 22, 2018 is made by and between Adial Pharmaceuticals, Inc., a Delaware corporation, successor-in-interest
to Adial Pharmaceuticals, LLC, a Virginia limited liability company (the “Company”), and FirstFire Global Opportunities
Fund LLC, a Delaware limited liability company (“FirstFire”). The Company and FirstFire are collectively referred
to herein as the “Parties” or each of them individually as a “Party.”


 


WHEREAS, FirstFire was issued a senior
secured promissory note in the principal amount of $287,500.00 by the Company on May 1, 2017, as amended, (the “Note”),
pursuant to the terms of a Securities Purchase Agreement dated as of May 1, 2017 between the Parties (the “SPA”)
and secured by a Security Agreement dated May 1, 2017 between the Parties (the “Security Agreement”; and together
with the Note and SPA, the “Note Agreements”);


 


WHEREAS, the Parties desire to settle
and discharge all liabilities and obligation of the Parties pursuant to the Note Agreements and otherwise arising prior to this
agreement; and


 


WHEREAS, MVA 151 Investments LLC, a
Virginia limited liability company (“MVA”), has entered a Securities Purchase Agreement dated February 22, 2018 pursuant
to which the Company issued MVA a promissory note in the principal amount of $150,000.00 (the “MVA Agreements”).


 


“Affiliates” shall mean
any entity controlled by a Party or that controls a Party through an equitable ownership of 50% or more.


 


NOW THEREFORE, in consideration of the
promises and other good and valuable consideration hereinafter recited, the sufficiency and receipt of which is hereby acknowledged,
the parties hereto agree as follows.


 


		1.	Consideration to FirstFire. The following consideration will be due from the Company
to FirstFire.



		1.1.	The Company will pay FirstFire $150,000 in cash (the “First Cash Payment”) within (1)
business day of the execution of this Agreement.



		1.2.	Within three (3) business days of the effective date of the registration statement filed with the
Securities and Exchange Commission by the Company with respect to the initial public offering of the Company’s securities
(an “IPO”), the Company shall issue to FirstFire the following:



		1.2.1.	A warrant to purchase shares of common stock in the Company pursuant to the terms contained in
the form attached hereto as Exhibit A (the “Warrant”). At issuance of the Warrant, the number of Warrant Shares
(as defined in the Warrant) purchasable under the Warrant shall be equal to $325,000 divided by the price per share issued under
the IPO (the “IPO Price”) and the Exercise Price (as defined in the Warrant) shall be equal to IPO Price; and



		1.2.2.	The number of shares of Common Stock equal to the quotient of $50,000 divided by the IPO Price
(the “Shares”).







    

     

    

 


		1.3.	The Company will pay FirstFire $100,000.00 (the “Additional Cash Payment”) as follows:



		1.3.1.	At any time that the Company makes any cash payment to MVA pursuant to the MVA Agreements, the
Company will pay FirstFirst at the same time as it makes a payment to MVA the same amount that is being paid to MVA until a maximum
of $100,000 has been paid to FirstFire; OR



		1.3.2.	In full within one (1) business day of the closing of a financing of $2,000,000.00 or more, in
aggregate (deducting any amounts already paid pursuant to Subsection 1.3.1. so that a total of $100,000.00 will have been paid).



		1.4.	If (i) FirstFire does not receive the First Cash Payment within (1) business day of the execution
of this Agreement, (ii) FirstFire does not receive the Warrant signed by the Company within three (3) business days of the date
of effectiveness of the registration statement filed with the Securities And Exchange Commission by the Company with respect to
the IPO, (iii) FirstFire does not receive the Shares within three (3) business days of the effective date of the registration statement
filed with the Securities And Exchange Commission by the Company with respect to the IPO, and/or (iv) FirstFire does not receive
the Additional Cash Payment at the same time as MVA, then this Agreement shall be null and void, and of no further force or effect,
at the sole option of FirstFire.



 


		2.	FirstFire Release. In consideration for the promises set forth herein FirstFire agrees
to and hereby does, for itself and for its Affiliates, officers, directors and agents in their representative capacities, as well
as its and their successors and assigns (the “FirstFire Parties”), forever and irrevocably fully release and discharge
Adial and all present and former officers, directors, employees, agents, attorneys, predecessors, successors, assigns, benefit
plans, Affiliates, and representatives thereof (the “Adial Parties”), from the subject matter of the Note Agreements
and any and all other grievances, liens, suits, judgments, claims, demands, debts, defenses, actions or causes of action, obligations,
damages, and liabilities whatsoever, which it now has, has had, or may have against them, whether the same be known or unknown,
accrued or unaccrued, at law, in equity, or mixed, arising from acts occurring through the date hereof; provided however, that
FirstFire may take action to enforce this Settlement Agreement.



 


		3.	Adial Release. In consideration for the promises set forth herein, Adial agrees to
and hereby does, for itself and for the Adial Parties, forever and irrevocably fully release and discharge the FirstFire Parties
from the subject matter of the Note Agreements and any and all other grievances, liens, suits, judgments, claims, demands, debts,
defenses, actions or causes of action, obligations, damages, and liabilities whatsoever, which it now has, has had, or may have
against them, whether the same be known or unknown, accrued or unaccrued, at law, in equity, or mixed, arising from acts occurring
through the date hereof; provided however, that Adial may take action to enforce this Settlement Agreement.



 


		4.	Lock-up Agreement. FirstFire hereby agrees not to sell or otherwise transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale, of any Common Stock (or other securities) of the Company held by FirstFire during the 180-day period following
the effective date of the registration statement for the IPO (the “Lock-Up Period”); provided, that substantially
all officers, directors and 5% holders, of the Company’s voting securities, as well as MVA, are bound by the same or a substantially
similar requirement during the Lock-Up Period. Except with respect to MVA, the obligations described in this Section shall not
apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated
in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth below
with respect to the shares of Common Stock subject to the foregoing restriction until the end of such 180-day period. To effect
the above, FirstFire agrees to execute a market stand-off agreement with the underwriters in the IPO offering in customary form
consistent with the provisions of this Section 3.



 



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		5.	FirstFire Assistance. Upon FirstFire’s receipt of all of the consideration
described in this Agreement, including but not limited to Section 1 herein, FirstFire will execute and deliver to the Company any
and all certifications or other documents as reasonably requested to allow the Company to release, terminate, or extinguish any
liabilities or liens, including, but not limited to the extinguishment of filings under the Uniform Commercial Code, arising from
the business dealings of the Parties prior to the date hereof, including, but not limited to the any liabilities or liens resulting
from the Note Agreements.



 


		6.	The laws of the State of Nevada (without giving effect to its conflict of laws principles) govern
all matters arising out of this Agreement. This Agreement contains the entire agreement between the parties concerning the subject
matter hereof and supersedes all prior agreements relating thereto, including, without limitation, the Note Agreements. This Agreement
may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Any action brought hereunder shall only be brought in the state and/or federal courts
located in New York, NY.



 


[Signature page to follow]





 






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IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be duly executed and effective as of the date first written above.


 


	FirstFire Global Opportunities



Fund LLC




	 	ADIAL PHARMACEUTICALS, INC.
	 	 	 
	By FirstFire Capital Management LLC,


its manager




	 	 
	 	 	 
	By:	/s/ Eli Fireman	 	By:	/s/ William Stilley
	 	Eli Fireman	 	 	William Stilley
	 	 	 	Chief Executive Officer




	 	 	 






 









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EXHIBIT A


Form of Warrant




 


Reference is made to Exhibit 4.5 to the Registration Statement of Form S-1 (File Number 333-220368) of
the Company, which is incorporated by reference.