ADIAL PHARMACEUTICALS, INC. - FORM S-1 - EX-10.7 - CONSULTING AGREEMENT - JOSEPH TRULUCK - September 6, 2017

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EX-3.9 - FORM OF CERTIFICATE OF MERGER - DELAWARE - ADIAL PHARMACEUTICALS, INC.fs12017ex3-9_adialpharma.htm
EX-23.3 - CONSENT OF IPSOS-INSIGHT, LLC - ADIAL PHARMACEUTICALS, INC.fs12017ex23-3_adialpharma.htm
EX-23.1 - CONSENT OF FRIEDMAN LLP - ADIAL PHARMACEUTICALS, INC.fs12017ex23-1_adialpharma.htm
EX-10.20 - AMENDMENT #4 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-20_adialpharma.htm
EX-10.19 - SUBLEASE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-19_adialpharma.htm
EX-10.18 - FORM OF INDEMNIFICATION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-18_adialpharma.htm
EX-10.17 - EMPLOYMENT AGREEMENT - TOMASZ H. ZASTAWNY - ADIAL PHARMACEUTICALS, INC.fs12017ex10-17_adialpharma.htm
EX-10.16 - EMPLOYMENT AGREEMENT - JOSEPH TRULUCK - ADIAL PHARMACEUTICALS, INC.fs12017ex10-16_adialpharma.htm
EX-10.15 - EMPLOYMENT AGREEMENT - WILLIAM B. STILLEY - ADIAL PHARMACEUTICALS, INC.fs12017ex10-15_adialpharma.htm
EX-10.14 - CONSULTING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-14_adialpharma.htm
EX-10.13 - FORM OF SUBSCRIPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-13_adialpharma.htm
EX-10.12 - PROMISSORY NOTE - ADIAL PHARMACEUTICALS, INC.fs12017ex10-12_adialpharma.htm
EX-10.11 - SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS - ADIAL PHARMACEUTICALS, INC.fs12017ex10-11_adialpharma.htm
EX-10.10 - SECURITY AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-10_adialpharma.htm
EX-10.9 - SECURITIES PURCHASE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-9_adialpharma.htm
EX-10.8 - TERMINATION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-8_adialpharma.htm
EX-10.6 - SALARY FORBEARANCE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-6_adialpharma.htm
EX-10.5 - EXECUTIVE EMPLOYMENT AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-5_adialpharma.htm
EX-10.4 - AMENDMENT #3 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-4_adialpharma.htm
EX-10.3 - AMENDMENT #2 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-3_adialpharma.htm
EX-10.2 - AMENDMENT #1 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-2_adialpharma.htm
EX-10.1 - LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-1_adialpharma.htm
EX-4.13 - FORM OF OPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-13_adialpharma.htm
EX-4.12 - FORM OF STOCK OPTION GRANT NOTICE, OPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-12_adialpharma.htm
EX-4.11 - FORM OF 2017 EQUITY INCENTIVE PLAN - ADIAL PHARMACEUTICALS, INC.fs12017ex4-11_adialpharma.htm
EX-4.10 - PERFORMANCE BONUS PLAN - ADIAL PHARMACEUTICALS, INC.fs12017ex4-10_adialpharma.htm
EX-4.9 - OPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-9_adialpharma.htm
EX-4.8 - FORM OF MEMBERSHIP UNIT AWARD (PROFITS INTEREST) AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-8_adialpharma.htm
EX-4.7 - SENIOR SECURED PROMISSORY NOTE - ADIAL PHARMACEUTICALS, INC.fs12017ex4-7_adialpharma.htm
EX-4.6 - FORM OF 2016 CONVERTIBLE PROMISSORY NOTE - ADIAL PHARMACEUTICALS, INC.fs12017ex4-6_adialpharma.htm
EX-4.5 - FORM OF COMMON STOCK PURCHASE WARRANT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-5_adialpharma.htm
EX-4.4 - FORM OF WARRANT TO PURCHASE MEMBERSHIP UNITS (2013 OFFERING) - ADIAL PHARMACEUTICALS, INC.fs12017ex4-4_adialpharma.htm
EX-4.3 - FORM OF WARRANT TO PURCHASE MEMBERSHIP UNITS (2011 OFFERING) - ADIAL PHARMACEUTICALS, INC.fs12017ex4-3_adialpharma.htm
EX-4.2 - FORM OF REPRESENTATIVE'S WARRANT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-2_adialpharma.htm
EX-3.11 - FORM OF AGREEMENT AND PLAN OF REORGANIZATION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-11_adialpharma.htm
EX-3.10 - FORM OF ARTICLES OF MERGER - VIRGINIA - ADIAL PHARMACEUTICALS, INC.fs12017ex3-10_adialpharma.htm
EX-3.8 - FORM OF PLAN OF CONVERSION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-8_adialpharma.htm
EX-3.7 - FORM OF ARTICLES OF CONVERSION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-7_adialpharma.htm
EX-3.6 - FORM OF BYLAWS OF APL CONVERSION CORP - ADIAL PHARMACEUTICALS, INC.fs12017ex3-6_adialpharma.htm
EX-3.5 - FORM OF ARTICLES OF INCORPORATION OF APL CONVERSION CORP - ADIAL PHARMACEUTICALS, INC.fs12017ex3-5_adialpharma.htm
EX-3.4 - FORM OF BYLAWS - ADIAL PHARMACEUTICALS, INC.fs12017ex3-4_adialpharma.htm
EX-3.3 - FORM OF CERTIFICATE OF INCORPORATION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-3_adialpharma.htm
EX-3.2 - SECOND AMENDED AND RESTATED OPERATING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex3-2_adialpharma.htm
EX-3.1 - ARTICLES OF ORGANIZATION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-1_adialpharma.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex1-1_adailpharma.htm
S-1 - REGISTRATION STATEMENT - ADIAL PHARMACEUTICALS, INC.fs12017_adialpharma.htm

Exhibit 10.7 

 

   

414 Water St.

Charlottesville, VA 22911-5848

434-422-9800

www.adialpharma.com

 

April 25, 2016

Joseph Truluck

1534A Wilhelmina Rise

Honolulu, HI 96816

 

Dear Joe:

 

I am pleased to offer you a position a with ADial Pharmaceuticals, LLC ("ADial") as Vice President, Operations & Finance. Your employment commences today, April 25, 2016 and will be as an independent contractor but will be reported on a K-1 if you are a member of ADial while it is an LLC.

 

In line with your independent contractor status, you will work part time and will perform your work on behalf of the company during the times largely determined by you and with many tasks determined by you.

 

As part of the terms of your employment, you are also being granted 207,319 Class A Profits Interest Membership Units in ADial. These units will be subject to forfeiture and capital accounting as more fully delineated in the Unit Award Agreement granting such units.

 

You will also be awarded 0.5% of a Transaction under ADial’s Performance Bonus Plan dated January 25, 2016 (the “PBP”) with a “tail” proportionally identical to that of the CEO. For clarity, this means that 0.5% of a Transaction is equal to 9.5% of the Pool and it will be awarded for the portion subject to the discretion of the CEO. Capitalized terms not otherwise defined herein and “tail” in this paragraph have the meaning as defined in the PBP.

 

You will report to William Stilley, ADial’s CEO. Your duties will include activities related to operations, finance and company administration, interfacing and managing with company vendors and potential partners, supporting the CEO, and other activities as requested by the CEO.

 

As a condition of employment, you will enter into ADial’s Confidentiality, Non-Disclosure, Avoidance Of Conflicts Of Interest And Ownership Of Employee Developments Agreement, which assigns to ADial all intellectual property related to ADial’s business developed by you while you are employed by ADial.

 

Should you accept our offer, please indicate your acceptance by signing in the space below.

 

Sincerely yours,   Agreed and accepted:
     
/s/ William B. Stilley   /s/ Joseph Truluck

William B. Stilley

   Joseph Truluck
CEO    

 

ADIAL PHARMACEUTICALS, INC. Reports