Exhibit 4.3

FORM OF EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 12, 2018, is entered into by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [            ] (“WH”).

WITNESSETH:

WHEREAS, WH holds [         ] warrants to purchase units of the Company (the “Unit Warrants”), exercisable at $5.00 per unit, with each unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock exercisable at $6.25 per share;

WHEREAS, WH is willing to exchange the Unit Warrants for Common Stock Warrants, exercisable at $5.00 per share, to purchase the number of shares of Common Stock underlying the Unit Warrants and Common Stock Warrants, exercisable at $6.25 per share, to purchase the number of shares of Common Stock underlying the Unit Warrants in the form attached as Exhibits I and II hereto (collectively, the “New Warrants”);

WHEREAS, the exchange of the Unit Warrants for the New Warrants is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “1933 Act”).

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT”). NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

The parties hereby agree that any disputes hereunder, which the parties are unable to resolve between themselves within thirty (30) days of the notice of dispute from either party, shall be settled by binding arbitration in the State of Delaware. Any arbitration will be administered by the American Arbitration Association (“AAA”), and the neutral arbitrator will be selected in a manner consistent with AAA’s national rules for the resolution of business disputes. The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party except as prohibited by law. Each party will each be responsible for their respective administrative and/or hearing fees charged by the arbitrator or the AAA associated with any arbitration. The decision of the arbitrator shall be in writing and shall be final and binding upon the parties. Except as provided by the AAA rules and this Agreement, arbitration shall be the sole, exclusive and final remedy for any dispute between the parties. Accordingly, except as provided for by said rules and this Agreement, neither party will be permitted to pursue court action regarding claims that are subject to arbitration.

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IN WITNESS WHEREOF, the Company and WH have caused this Agreement to be executed by their duly authorized representatives on the date as first written above.