Exhibit 4.19


 


SECURITY AGREEMENT


 


SECURITY AGREEMENT
(this “Agreement”), dated as of __________, 2018, by and between Adial Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns
(collectively, the “Secured Parties” and each, a “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 Parties (the “Purchase Agreement”),
the Company has agreed to issue to the Secured Parties and the Secured Parties have agreed to purchase from the Company various
18% Senior Secured Promissory Notes in the aggregate principal amount of up to $550,000 (the “Secured Notes”);
and


 


WHEREAS, in order to
induce the Secured Parties to purchase the Secured Notes, Company has agreed to execute and deliver to the Secured Parties this
Agreement for the benefit of the Secured Parties and to grant to them 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 Notes; and


 


WHEREAS, in light of
the foregoing, the Company expects to derive substantial benefit from the Purchase Agreement and sale of the Secured Notes 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 Parties 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 Notes.


 


(d)  “Obligations” means all of the Company’s obligations under this Agreement, the Secured Notes 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 Parties 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 Parties to purchase the Secured Notes 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 Parties, 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 (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 Parties 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 Parties 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 Parties pursuant to the terms of this Agreement).


 


(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.


 






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(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 Parties 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 Parties valid, perfected and continuing lien in the Collateral.
Within 45 days from the end of each quarter while the Secured Notes remains outstanding, the Company shall provide the Secured
Parties with Financial statements of the entity/entities funded using the proceeds of the Secured Notes.


 


(f) This Agreement creates in favor of the Secured Parties 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 Parties of their rights and remedies hereunder.


 


(g) On the date of execution of this Agreement, the Company will deliver to the Secured Parties 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 Parties.


 


(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 Parties 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 Parties. At the request of the Secured Parties, the Company will sign and deliver to the Secured
Parties 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 Parties and will pay the cost of filing the same in all public offices wherever
filing is, or is deemed by the Secured Parties 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 Parties 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 Parties.


 


(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 Parties 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 Parties’ security interest therein.


 


(m) The Company shall promptly execute and deliver to the Secured Parties such further deeds, mortgages, assignments, security
agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the
Secured Parties 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 Parties 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 Parties 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 Parties 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 Parties hereunder.


 


(q) All information heretofore, herein or hereafter supplied to the Secured Parties 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.


 






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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 Notes 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
Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties for application
to the satisfaction of the Obligations.


 


5. Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured
Parties shall have the right to exercise all of the remedies conferred hereunder and under the Secured Notes, and the Secured Parties
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 Parties shall have
the following rights and powers:


 


(a) The
Secured Parties 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 Parties at places which the Secured Parties shall reasonably
select, whether at the Company’s premises or elsewhere, and make available to the Secured Parties, without rent, all of
the Company’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or
putting the Collateral in saleable or disposable form.


 


(b) The Secured Parties 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 Parties 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 Parties 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 Parties 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 Parties 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 Parties 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 Parties to collect such deficiency. To the
extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Parties arising out
of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of
the Secured Parties.


 






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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 Parties. The
Company shall also pay all other claims and charges which in the reasonable opinion of the Secured Parties might prejudice,
imperil or otherwise affect the Collateral or the Security Interest therein. The Company will also, upon demand, pay to the
Secured Parties 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 Parties 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 Parties under the Secured Notes. Until so paid, any fees
payable hereunder shall be added to the principal amount of the Secured Notes 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 Notes 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 Parties 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 Notes
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 Notes 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 Parties 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 Parties 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 Parties 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 Parties, 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 Parties to proceed against any other person or
to apply any Collateral which the Secured Parties 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.


 






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10. Term of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under
the Secured Notes has been made in full and all other Obligations have been paid or discharged. Upon such termination, the Secured
Parties, 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.


 


11. Power of Attorney; Further Assurances.


 


(a) The
Company authorizes the Secured Parties, and does hereby make, constitute and appoint the Secured Parties, 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 Parties; (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 Parties, and at the Company’s expense, at any
time, or from time to time, all acts and things which the Secured Parties 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 Notes
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 Parties, 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 Parties the grant or perfection of a security
interest in all the Collateral.


 


(c) The Company hereby irrevocably appoints the Secured Parties 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 Parties’ discretion,
to take any action and to execute any instrument which the Secured Parties 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.


 






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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:	
         

        Attn:

	 	 
	 	Telephone:
	 	Facsimile:


 


If to the Secured Parties, 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 Parties 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 Parties’ rights and remedies hereunder.


 


14. Miscellaneous.


 


(a) No
course of dealing between the Company and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the
part of the Secured Parties, any right, power or privilege hereunder or under the Secured Notes 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 Parties with respect to the Collateral, whether established hereby or by the
Secured Notes 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.


 


(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:	 
	 	 	Name: William B. Stilley
	 	 	Title:   Chief Executive Officer
	 	 	 
	 	SECURED PARTY:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:













 






      

     


    

 


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:


 









      

     


    

  


SCHEDULE B


 


UCC -1 Financing 


 


 


Delaware