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:

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

Exhibit 1

Guaranty

(Attached)

Exhibit 2

Pledge and Security Agreement

(Attached)

Exhibit 3

Lock-Up Agreement

(Attached)

Exhibit 10.2

GUARANTY

THIS GUARANTY (with all of its modifications, supplements, restatements, extensions, and renewals in effect from time to time, this “Guaranty”), dated as of December 12, 2019, is made by Bankole A. Johnson, an individual (“Guarantor”), in favor of Adial Pharmaceuticals, Inc. (the “Company”) (as defined below).

RECITALS

The Company entered into a Master Services Agreement dated as of July 5, 2019 (the “MSA”) by and between the Company and Psychological Education Publishing Company (“Obligor”) and a Statement of Work under the MSA. The Company intends to enter into an amendment to the Statement of Work under the MSA (the “Amendment”) to pre-pay the amounts due thereunder to Obligor at a 20% discount. The execution, delivery and performance of this Guaranty by Guarantor are a condition to entering into the proposed Amendment.

AGREEMENT

NOW, THEREFORE, to induce the Company to enter into the Amendment and to consummate the transactions contemplated thereby, and in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, Guarantor covenants and agrees as follows:

1. All capitalized terms used in this Guaranty without separate definition shall have the meanings given to them in the MSA. Guarantor unconditionally and absolutely guarantees to the Company, and to the Company’s successors and assigns, Obligor’s performance of all of its obligations under the MSA (the “Obligations”).

2. Guarantor waives notice of acceptance of this Guaranty and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default and diligence in respect of the Obligations, and agrees that the Company may modify the terms of any of the Obligations, compromise, extend, increase, accelerate, renew or forbear to enforce performance on any or all of the Obligations, or permit Obligor to incur additional Obligations, all without notice to Guarantor and without affecting in any manner the unconditional obligations of Guarantor under this Guaranty. Guarantor further waives any and all other notices to which Guarantor might otherwise be entitled. Guarantor acknowledges and agrees that the liabilities created by this Guaranty are direct and are not conditioned upon pursuit by the Company of any remedy the Company may have against Obligor or any other person or any security. No invalidity, irregularity or unenforceability of any part or all of the Obligations or any documents evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reason, and no defense or setoff available at any time to Obligor, shall impair, affect or be a defense or setoff to the obligations of Guarantor under this Guaranty.

3. Guarantor delivers this Guaranty based solely on his independent investigation of the financial condition of Obligor and Guarantor is not relying on any information furnished by the Company. Guarantor assumes full responsibility for obtaining any further information concerning Obligor’s financial condition, the status of the Obligations or any other matter which Guarantor may deem necessary or appropriate from time to time. Guarantor waives any duty on the part of the Company, and agrees that Guarantor is not relying upon, or expecting the Company to disclose to Guarantor, any fact now or later known by the Company, whether relating to the operations or condition of Obligor, the existence, liabilities or financial condition of any other guarantor of any of the Obligations, the occurrence of any default with respect to the Obligations, or otherwise, notwithstanding any effect these facts may have upon Guarantor’s risk under this Guaranty or Guarantor’s rights against Obligor. Guarantor knowingly accepts the full range of risk encompassed in this Guaranty, which risk includes, without limitation, the possibility that Obligor may incur Obligations after the financial condition of Obligor, or its ability to pay its debts as they mature, has deteriorated.

4. Guarantor represents and warrants that: (a) the Company has made no representation to Guarantor as to the creditworthiness of Obligor; and (b) Guarantor has established adequate means of obtaining from Obligor on a continuing basis financial and other information pertaining to Obligor’s financial condition. Guarantor agrees to keep adequately informed of any facts, events or circumstances which might in any way affect the risks of Guarantor under this Guaranty.

5. Guarantor subordinates any claim of any nature that Guarantor now or later has against Obligor to and in favor of all Obligations should any payment, distribution, security, or proceeds, be received by Guarantor upon or with respect to any claim that Guarantor now or may later have against Obligor. The Company has no duty to enforce or protect any rights which Guarantor may have against Obligor or any other person and Guarantor assumes full responsibility for enforcing and protecting these rights.

6. Guarantor warrants and agrees that none of the Company’s rights, remedies or interests shall be directly or indirectly impaired because of Guarantor’s status as an “insider” or “affiliate” of Obligor, and Guarantor shall take any action, and shall execute any document, which the Company may request in order to effectuate this warranty to the Company.

7. Guarantor’s obligations under this Guaranty shall continue in full force and effect until the Obligations are fully performed and discharged.

8. Guarantor waives any right to require the Company to: (a) proceed against any person, including, without limitation, Obligor; (b) proceed against or exhaust any security held from Obligor or any other person; (c) pursue any other remedy in the Company’s power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest, or notices of dishonor in connection with: (i) any obligations or evidences of Obligations held by the Company as security, (ii) any other obligations or evidences of indebtedness which constitute in whole or in part the Obligations, or (iii) the creation of new or additional Obligations.

9. Guarantor authorizes the Company, either before or after any termination of obligations under this Guaranty, without notice to or demand on Guarantor and without affecting Guarantor’s liability under this Guaranty, from time to time to apply any security and direct the order or manner of sale thereof, including, without limitation, a nonjudicial sale permitted by or, if applicable, pursuant to the terms of the controlling security agreement, mortgage or deed of trust, as the Company in its sole discretion may determine. Guarantor waives any defense based upon or arising by reason of: (a) any disability or other defense of Obligor or any other person; (b) the cessation or limitation from any cause whatsoever, other than final and irrevocable performance in full of the Obligations; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Obligor which is a corporation, partnership or other type of entity, or any defect in the formation of Obligor; (d) any act or omission by the Company which directly or indirectly results in or aids the discharge of Obligor or any Obligations by operation of law or otherwise; or (e) any modification of the Obligations, in any form whatsoever, including, without limitation: (i) any renewal, extension, acceleration, forbearance or other change in time for performance of any of the Obligations, and (ii) any other change in the terms of the Obligations.

10. Guarantor waives all rights and defenses arising out of an election of remedies by the Company even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, may destroy Guarantor’s rights of subrogation and reimbursement against Obligor.

11. Guarantor acknowledges and agrees that Guarantor’s waivers herein are known and informed waivers of Guarantor’s rights as discussed above, and that the Company is relying on such waivers in extending credit to Obligor.

12. The total obligation under this Guaranty shall be unlimited, and this obligation shall include any and all costs and expenses of any kind, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Company at any time(s) for any reason in enforcing any of the duties and obligations of Guarantor under this Guaranty or otherwise incurred by the Company in any way connected with this Guaranty, the Obligations or any other guaranty of the Obligations (including, without limitation, reasonable attorneys’ fees and other expenses incurred in any suit involving the conduct of the Company, Obligor or Guarantor). All of these costs and expenses shall be payable immediately by Guarantor when incurred by the Company, upon demand, and until paid shall bear interest at the highest per annum rate applicable to any of the Obligations, but not in excess of the maximum rate permitted by law. Any reference in this Guaranty to attorneys’ fees shall be deemed a reference to fees, charges, costs and expenses of both in-house and outside counsel and paralegals, whether or not a suit or action is instituted, and to court costs if a suit or action is instituted, and whether attorneys’ fees or court costs are incurred at the trial court level, on appeal, in a bankruptcy, administrative or probate proceeding or otherwise. Any reference (a) to this Guaranty being secured by certain collateral shall NOT be deemed to limit the total obligation of Guarantor under this Guaranty or (b) to this Guaranty being limited in any respect shall NOT be deemed to limit the total obligation of Guarantor under any prior or subsequent guaranty given by Guarantor to the Company.

13. Guarantor unconditionally and irrevocably waives each and every defense and setoff of any nature which, under principles of guaranty or otherwise, would operate to impair or diminish in any way the obligation of Guarantor under this Guaranty, and acknowledges that each such waiver is by this reference incorporated into each security agreement, collateral assignment, pledge and/or other document entered into by Guarantor now or later securing this Guaranty and/or the Obligations, and acknowledge that as of the date of this Guaranty no such defense or setoff exists. Guarantor acknowledges that the effectiveness of this Guaranty is subject to no conditions of any kind.

14. This Guaranty shall remain effective with respect to successive transactions which shall either continue the Obligations, increase or decrease the Obligations, or from time to time create new Obligations after all or any prior Obligations have been satisfied, until this Guaranty is terminated in the manner and to the extent provided above.

15. Guarantor warrants and agrees that each of the waivers set forth above are made with Guarantor’s full knowledge of their significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of these waivers are determined to be contrary to any applicable law or public policy by a court of competent jurisdiction by final and nonappealable judgment, these waivers shall be effective only to the extent permitted by law.

16. Guarantor appoints the Company as its agent for all purposes relevant to this Guaranty, including (without limitation) the giving and receipt of notices and the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto.

17. All notices, demands and other communications to be given hereunder shall be made pursuant to Section 7 of the Pledge and Security Agreement of even date herewith.

18. Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guaranty and has knowingly and voluntarily entered into this Guaranty in good faith for the purpose of inducing the Company to extend credit or make other financial accommodations to Obligor, and Guarantor acknowledges that the terms of this Guaranty are reasonable. the Company has no fiduciary relationship with or duty to Guarantor arising out of or in connection with this Guaranty, and the relationship between the Company and Guarantor in connection herewith is solely that of obligor and obligee. No joint venture is created hereby or otherwise exists by virtue of the matters contemplated hereby.

19. This Guaranty constitutes the entire agreement of Guarantor and the Company with respect to the subject matter hereof, and supersedes all prior negotiations, discussions, commitments and understandings between Guarantor and the Company with respect to such subject matter. Notwithstanding the foregoing or anything herein to the contrary, this Guaranty shall be subject to the terms and conditions of the MSA and the Amendment, and in the event of any proceeding against Guarantor hereunder the Guarantor shall have the rights, defenses, claims and counterclaims as available to the Obligor pursuant to the MSA and the Amendment.

20. No failure or delay on the part of the Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for in this Guaranty are cumulative and are not exclusive of any remedies that may be available to the Company at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Guaranty, any waiver of any provision of this Guaranty, and any consent to any departure by any party from the terms of any provision of this Guaranty, shall be effective (i) only if it is made or given in writing and signed by Guarantor and the Company, and (ii) only in the specific instance and for the specific purpose for which it is made or given. No amendment, supplement or modification of or to any provision of this Guaranty or any waiver of any such provision or consent to any departure by any party from the terms of any such provision may be made orally. Except where notice is specifically required by this Guaranty, no notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in similar or other circumstances.

21. This Guaranty shall be for the sole exclusive benefit of the Company and its permitted successors and assigns including, without limitation, any debtor in possession or trustee in bankruptcy for Guarantor. There are no intended third party beneficiaries of this Guaranty.

22. If any one or more of the provisions contained in this Guaranty, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions of this Guaranty. The parties hereto further agree to replace such invalid, illegal or unenforceable provision of this Guaranty with a valid, legal and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

23. In all respects, including matters of construction, validity and performance, this Guaranty shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Virginia applicable to contracts made and performed in that state (without regard to the choice of law or conflicts of law provisions thereof).

24. All disputes arising under this Guaranty shall be settled by binding arbitration; provided, however, that this Section shall not preclude any party hereto from seeking equitable relief in a court of competent jurisdiction. Arbitration shall be held in Albemarle County, Virginia under the auspices of the American Arbitration Association (the “AAA”) pursuant to the Commercial Arbitration Rules of the AAA, and shall be by one arbitrator, independent of the parties to this Guaranty, selected from a list provided by the AAA in accordance with such Commercial Arbitration Rules. The arbitrator shall make his or her decision in writing within thirty (30) days after the close of the arbitration hearing. To the maximum extent permitted by law, the decision of the arbitrator shall be final and binding and not be subject to appeal. If a party against whom the arbitrator renders an award fails to abide by such award, the other party or parties may seek to enforce such award in a court of competent jurisdiction. The fees and expenses of the arbitration (including reasonable attorneys’ fees, costs and expenses) or any action to enforce an arbitration award shall be awarded to the prevailing party or parties in such arbitration.

25. IN ANY ACTION SEEKING EQUITABLE RELIEF, TO ENFORCE ARBITRATION OR AN ARBITRAL AWARD, OR IN THE EVENT THAT ARBITRATION CANNOT BE ENFORCED, GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(a) SUBMITS FOR HIMSELF AND HIS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY AND OTHER RELATED AGREEMENTS TO WHICH HE IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF VIRGINIA; PROVIDED, HOWEVER, THAT BENEFICIARY MAY BRING ANY ACTION IN ANY JURISDICTION FOR PURPOSES OF ENFORCING ANY REMEDIES IT MAY HAVE AGAINST OBLIGOR;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT HE MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME OR TO SEEK TRANSFER TO ANOTHER JUDICIAL DISTRICT;

(c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO GUARANTOR PURSUANT TO THE NOTICE PROVISIONS HEREIN; AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION;

(d) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT HE MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND

(e) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

26. No party, nor its counsel, shall be deemed the drafter of this Guaranty for purposes of construing the provisions of this Guaranty, and all provisions of this Guaranty shall be construed in accordance with their fair meaning, and not strictly for or against any party.

27. The title of and the section and paragraph headings in this Guaranty are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Guaranty.

28. This Guaranty may be executed in any number of counterparts (including by facsimile or email scan with attachment) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the day and year first written above.

6

Exhibit 10.3

PLEDGE AND SECURITY AGREEMENT

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 12, 2019, made by and among Adial Pharmaceuticals, Inc., a Delaware corporation with an address at 1001 Research Park Blvd., Suite 100, Charlottesville, Virginia 22911 (the “Company”) and Bankole A. Johnson, individually (“Dr. Johnson”) and En Fidecomiso de Mi Vida 11/23/2010 (Trust) ( “Pledgor”) as the pledgor in favor of the Company.

WHEREAS, Dr. Johnson has executed a Guaranty, dated December 12, 2019, in favor of the Company to secure the complete and timely performance and discharge in full, as the case may be, of all of the obligations of Psychological Education Publishing Company under that certain Master Services Agreement, dated as of July 5, 2019 (the “MSA”), by and between the Company and Psychological Education Publishing Company (the “Guaranty”);

WHEREAS, Dr. Johnson beneficially owns the shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) which are owned of record by Pledgor; and

WHEREAS, to secure said Guaranty and as inducement for the Company to accept the Guaranty, Pledgor has agreed to execute and deliver to the Company this Agreement providing for the pledge and grant to the Company of a security interest in Pledgor’s interest in the collateral identified and defined below.

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Company to accept the Guaranty, Dr. Johnson and Pledgor hereby agree with the Company as follows:

SECTION 1. Definitions. All terms used in this Agreement which are defined in Article 9 of the Uniform Commercial Code (the “Code”) currently in effect in the State of Delaware and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

SECTION 2. Pledge and Grant of Security Interest. (a) As an inducement for the Company to accept the Guaranty, Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Company a perfected, first priority security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral. The Collateral means: (i) all of the shares of Common Stock held by Pledgor as of the date hereof, as listed on Annex A hereto, and (ii) all proceeds of the foregoing. Contemporaneously or prior to the execution of this Agreement, Pledgor shall deliver or cause to be delivered to the Company any and all certificates and other instruments representing or evidencing the Collateral, in each case, together with all Necessary Endorsements. “Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other instruments or documents as the Company may reasonably request.

(b) Pledgor hereby represents and warrants to the Company as follows:

(i) The Pledged Collateral is not pledged to secure any indebtedness other than the Guaranty and is free and clear of any liens, security interests, encumbrances, rights or claims, other than the Lockup Agreement as entered into between the Company and Pledgor as of the date hereof;

(ii) Pledgor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery, and performance of Pledgor of this Agreement will not violate any provision of law, any order of any court or other agency of government, any organizational documents of Pledgor or any agreement or other instrument to which Pledgor is a party or by which Pledgor is bound, or be in conflict with, result in a breach of or constitute (with due notice, lapse of time, or both) a default under any such agreement or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property of assets of Pledgor, except as contemplated by the provisions of this Agreement;

(iii) This Agreement constitutes the legal, valid and binding obligation of Pledgor and is enforceable against Pledgor in accordance with the terms hereof, except as may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought; and

(iv) Pledgor as set forth on Annex A is the sole legal and beneficial owner of the Pledged Collateral referenced for such Pledgor on Annex A.

SECTION 3. Security for Obligations. The security interest created hereby in the Pledged Collateral constitutes continuing collateral security for the due performance and observance by Dr. Johnson of the Guaranty (the “Obligations”).

SECTION 4. Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding, Pledgor will not create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the security interest created hereby. No Pledgor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Company.

SECTION 5. Additional Provisions Concerning the Pledged Collateral.

(a) Pledgor hereby authorizes the Company to file, without the signature of Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral. Pledgor shall promptly execute and deliver to the Company such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Company may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Company’s security interest in the Pledged Collateral.

(b) Notwithstanding anything to the contrary contained herein, provided that no claim has been made by the Company under the Guaranty, on the date which is 180 days from the date hereof, the security interest created hereby shall be released from twenty-five percent (25%) of Pledgor’s Pledged Collateral and on the date which is one calendar year from the date hereof, the security interest created hereby shall be released from an additional twenty-five percent (25%) of Pledgor’s Pledged Collateral.

SECTION 6. Remedies Upon Default. If any Event of Default under the MSA shall have occurred and be continuing:

(a) The Company may, exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to them, all of the rights and remedies of a secured party on default under the Code then in effect in the State of Virginia, and without limiting the generality of the foregoing and without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale at such price or prices and on such other terms as the Company may deem commercially reasonable. Pledgor agrees that, to the extent notice of sale shall be required by law, at least five days’ notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Company shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Company may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) All cash proceeds received by the Company in respect of any sale of, collection from, or other realization upon, all or any part of the Pledged Collateral shall be applied by the Company against the Obligations. Any surplus of such cash or cash proceeds held by the Company and remaining after payment in full of all of the Obligations shall be paid over to Pledgor or to such person as may be lawfully entitled to receive such surplus.

(c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Company is legally entitled, Pledgor shall remain liable for the deficiency and the Company shall retain all rights to collect on such Obligations provided by applicable law.

SECTION 7. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed, faxed or delivered, if to the Company, to it at the Company’s address set forth above; and if to Pledgor, to Dr. Johnson at 3301 NE First Ave., Apt. PH1, Miami, FL 33137; or as to any of such parties at such other address as shall be designated by such parties in a written notice to the other parties hereto complying as to delivery with the terms of this Section 7. All such notices and other communications shall be effective (i) if mailed, when deposited in the mail, (ii) if faxed, when the facsimile transmission is acknowledged as received, or (iii) if delivered, upon delivery.

SECTION 8. Miscellaneous.

(a) No amendment of any provisions of this Agreement shall be effective unless it is in writing and signed by Dr. Johnson, Pledgor and the Company, and no waiver of any provision of this Agreement, and no consent to any departure by Dr. Johnson or Pledgor, shall be effective unless it is in writing and signed by the Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b) No failure on the part of the Company to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Company provided herein are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law.

(c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabilty without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision on any other jurisdiction.

(d) This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until the payment in full or release of the Obligations and (ii) be binding on Pledgor and its assigns and shall inure, together with all rights and remedies of the Company hereunder, to the benefit of the Company and its transferees and assigns.

(e) Upon the satisfaction in full of the Obligations: (i) this Agreement and the security interest created hereby shall terminate and all rights to the Pledged Collateral shall revert to Pledgor, and (ii) the Company will, upon Pledgor’s request at Pledgor’s expense, (A) return to Pledgor such of the Pledged Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination.

(f) This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, except as required by mandatory provisions of law and except to the extent that the validity and perfection or the perfection and the effect of perfection or non-perfection of the security interest created hereby, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the law of a jurisdiction other than the State of Virginia. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in Delaware. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in Delaware shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

(g) Dr. Johnson shall not take any action, directly or indirectly, to interfere with or otherwise contravene or undermine the rights granted to the Company hereunder..

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

ANNEX A

List of Pledged Shares

Exhibit 10.4

Lock-Up Agreement

December 12, 2019

Board of Directors

Adial Pharmaceuticals, Inc.

1001 Research Park Blvd.

Charlottesville, VA 22911

Ladies and Gentlemen:

The undersigned understands that Adial Pharmaceuticals, Inc. (“Adial”) intends to enter an Amendment 1 (the “Amendment”) effective as of December 12, 2019 (the “Effective Date”) that 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, with business addresses at 1001 Research Park Blvd., Suite 100, Charlottesville, Virginia 22911, and Psychological Education Publishing Company LLC, a Texas limited liability company, with a business address of 1221 Brickell Avenue, Suite 948, Miami, Florida 33131 (“Contractor”).

To induce Adial to enter the Amendment, the undersigned hereby agrees that, without the prior written consent of Adial, the undersigned will not, during the period commencing on the date hereof and at the 5:00 p.m. U.S. Eastern time on January 1, 2021 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 per share of Adial (“Shares”) or any securities convertible into or exercisable or exchangeable for Shares, now owned by the undersigned or with respect to which the undersigned has the power of disposition, including, without limitation, such securities held by Medico-Trans Company, LLC, En Fidecomiso de Mi Vida 11/23/2010 (Trust), En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017, En Fideicomiso De Mis Suenos 11/23/2010 (Trust), De Mi Amor 11/23/2010 (Trust), (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of Adial in connection with transactions relating to Lock-Up Securities acquired in open market transactions or Shares awarded to Bankole A. Johnson by Adial, in each case after the completion of the Amendment; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions.

If (i) during the last 17 days of the Lock-Up Period, Adial issues an earnings release or material news or a material event relating to Adial occurs, or (ii) prior to the expiration of the Lock-Up Period, Adial announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless Adial waives, in writing, such extension.

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34^th day following the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to Adial and will not consummate any such transaction or take any such action unless it has received written confirmation from Adial that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable, including, without limitation, the issuance to the undersigned of any securities exchangeable for the Shares in connection with any sale of Adial, in which case the undersigned will be treated equally as shareholders, as required by Delaware law, and entitled as such to participate in such sale as a shareholder of Adial; provided that the undersigned does not transfer Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. For clarity, this agreement does restrict and prohibit the entry into or modification of a so-called “10b5-1” plan at any time. In the event of a merger of Adial into, or other sale of Adial to, a public company with a market capitalization of $5 billion or more (“AcqCo”) in which all Shares are exchanged for shares of AcqCo, this Lock-Up Agreement shall terminate upon consummation of such merger (or sale transaction) unless all officers and directors of Adial enter lock-up agreements in connection therewith, in which case this lock-up agreement will be replaced by a lock-up agreement of like tenor as those entered by the officers and directors of Adial.

The undersigned understands that Adial is relying upon this lock-up agreement in proceeding toward entering the Amendment. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned understands that, if the Amendment is not executed by December 12, 2019, then this lock-up agreement shall be void and of no further force or effect.