Confession of judgment

2. Confession of Judgment. Simultaneous with the execution of this Agreement, T3 shall execute and deliver to CFS a Confession of Judgment in the total amount of $500,000.00. The Confession of Judgment shall be in the same form as the attached Exhibit A. Counsel for CFS shall retain and safeguard the originally-executed and notarized Confession of Judgment in escrow pending payment in full of the Settlement Proceeds. Upon payment in full of the Settlement Proceeds, counsel for CFS shall promptly return the document, marked “Released and Discharged,” to counsel for T3. CFS shall be entitled to file this Confession of Judgment, and obtain judgment upon it, with credit due T3 for all payments made in the performance of this Agreement, in the event, and only in the event. T3 fails to make a payment according to the schedule set forth in Paragraph I above and fails to cure the default within seven (7) days of receiving written notice from CFS; provided, however, that CFS shall be required to provide written notice and a 7-day cure period only as to the first two (2) defaults. If T3 fails to timely cure a default, or upon the third default. CFS shall be entitled to immediately file the Confession of Judgment. CFS shall send any notice pursuant to this Paragraph 2 by email marked “High Importance” to the following individuals:

3. This Confession of Judgment will be void and of no effect if Defendant timely and properly pays or causes to be paid to Plaintiff the total amount of $300,000.00 (the “Settlement Proceeds”) as follows: (1) $100,000.00 on or before October 15, 2021; and (2) $200,000.00 payable in fifteen (15) equal monthly installments of $13,333.33 beginning November 15, 2021 and due the 15th of every month, provided that if the 15th falls on a weekend or banking holiday, the payment shall be due the next business day (the Settlement Payments”), all pursuant to the terms of the Settlement Agreement.

6. CFS shall be entitled to file this Confession of Judgment, and obtain judgment upon it in the amount of the Principal Debt less the sum of all Settlement Payments made by T3 in the performance of the Settlement Agreement, in the event, and only in the event, T3 fails to make a Settlement Payment according to the schedule set forth in Paragraph 3 above and fails to cure the default within seven (7) days of receiving written notice from CFS; provided, however, that CFS shall be required to provide written notice and a 7-day cure period only as to the first two (2) defaults. If T3 fails to timely cure a default, or upon the third default, T3 authorizes Plaintiff to file and execute on this Confession of Judgment, giving credit for all Settlement Payments previously made, pursuant to the sworn affidavit of Plaintiff or its counsel which must set forth the circumstances establishing a default pursuant to this Confession of Judgment and further setting forth the outstanding balance due pursuant to the terms and conditions of this Confession of Judgment.

IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other remedies Lender may possess, Borrower knowingly, voluntarily and intentionally authorizes to appear on behalf of Borrower, from time to time, in the District Court of Alexandria, Virginia and to waive issuance and service of process and to confess judgment in favor of Lender against Borrower, for the unpaid principal, accrued interest, accrued charges, reasonable attorney fees and court costs and such other amount due under this Note. The following Oral Agreements Disclaimer provision applies when the borrower is a resident of MISSOURI: Oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable, regardless of the legal theory upon which it is based that is in any way related to the credit agreement. To protect you (Borrowers(s)) and us (Creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

The following Confession of Judgment provision applies when a borrower is a resident of VIRGINIA: IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other remedies Lender may possess, Borrower knowingly, voluntarily and intentionally authorizes to appear on behalf of Borrower, from time to time, in the District Court of Alexandria, Virginia and to waive issuance and service of process and to confess judgment in favor of Lender against Borrower, for the unpaid principal, accrued interest, accrued charges, reasonable attorney fees and court costs and such other amount due under this Note.

WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other remedies Lender may possess, Borrower knowingly, voluntarily and intentionally authorizes any attorney to appear on behalf of Borrower, from time to time, in any court of record possessing jurisdiction over this Note and to waive issuance and service of process and to confess judgment in favor of Lender against Borrower, for the unpaid principal, accrued interest, accrued charges, reasonable attorney fees and court costs and such other amount due under this Note. WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR

The following Confession of Judgment provision applies when a borrower is a resident of OHIO: WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other remedies Lender may possess, Borrower knowingly, voluntarily and intentionally authorizes any attorney to appear on behalf of Borrower, from time to time, in any court of record possessing jurisdiction over this Note and to waive issuance and service of process and to confess judgment in favor of Lender against Borrower, for the unpaid principal, accrued interest, accrued charges, reasonable attorney fees and court costs and such other amount due under this Note. WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF THE COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT OR ANY OTHER CAUSE.

1. I am the Chief Executive Officer of defendant ADIAL PHARMACEUTICALS, INC. (“Company” or “Defendant”). As such, I am fully familiar with all the facts and circumstances recited herein on personal knowledge. Company has its principal place of business at 1180 Seminole Trail, Charlottesville, Virginia 22901. On behalf of the Company, I hereby confess judgment in favor of _____________ (“Plaintiff”), in the amount of the Default Amount (as defined in the senior secured promissory note between the parties, dated ____________, 2018 (the “Note”)), less any payments made on or after the date of this affidavit of confession of judgment, plus interest at the default interest rate of 24.99% percent per annum on said amount. In no event shall interest payable hereunder exceed the maximum permissible under applicable law.

(c) Holder’s Right to Confession of Judgment. Upon the occurrence and during the continuation of any Event of Default and agreement of holders of a majority of the aggregate principal amount of (i) this Note and (ii) all of the Other Notes, and in addition to any other right or remedy of the Holder hereunder, under the Purchase Agreement or otherwise at law or in equity, the Company hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Company’s attorney-in-fact, to appear ex parte and without notice to the Company to confess judgment against the Holder for the unpaid amount of this Note as evidenced by the Affidavit of Confession of Judgment signed by the Company as of the Issue Date and to be completed by the Holder or its counsel pursuant to the foregoing power of attorney (which power is coupled with an interest), a copy of which is attached as Exhibit A hereto (the “Affidavit”). The Affidavit shall set forth the amount then due hereunder, plus attorney’s fees and cost of suit. The Company waives the right to contest Holder’s rights under this Section, including without limitation the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing right and power to confess judgment will be deemed to exhaust such power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, and such power shall continue undiminished and may be exercised from time to time as the Holder may elect until all amounts owing on this Note have been paid in full.

In addition, the Parent and Icagen-T entered into a Subordinated Deed of Trust, Assignment of Rents, Fixture Filing and Security Agreement (the “Deed of Trust”) with the trustee named therein and the Purchaser as beneficiary, securing all of Icagen-T’s obligations to the Purchaser by a senior priority security interest in the Property/Facilities (as defined in the Deed of Trust), which is subordinated only to a Deed of Trust entered into with Sanofi US Services, Inc. The Parent and Icagen-T also executed an Affidavit of Confession of Judgment to secure their obligations under the Parent Note and Icagen-T Note.

On May 11, 2017, the Parent entered into a Settlement and Release Agreement (the “Agreement”) with Dentons US LLP (“Dentons”) relating to disputes arising between them under a Settlement and Release Agreement, dated July 5, 2013 (the “2013 Settlement Agreement”), a judgment thereafter obtained by Dentons on May 7, 2014 in the Circuit Court of Cook County, Illinois, Lawsuit based upon the 2013 Settlement in the amount of Three Million and Fifty Thousand Dollars ($3,050,000) (the “Judgment”), and a lawsuit filed by the Parent in San Francisco Superior Court (the “California Lawsuit”) in or about April 2014 against Dentons. In connection with the Agreement, the Parent has agreed to pay Dentons the sum of One Million Four Hundred Thousand Dollars ($1,400,000) over a fourteen month period of which: (i) $250,000 is due no later than May 15, 2017; and (ii) $250,000 is due no later than June 1, 2017 or the date of the closing of a debt financing by the Parent, whichever is sooner. In addition, to secure its obligations under the Agreement, the Parent executed and delivered to Dentons a Confession of Judgment Affidavit in Support of Confession of Judgment (the “Confession of Judgment”) in the amount of $3,891,549.32, representing the amount of the Judgment that had been obtained plus the costs of suit and interest accrued through May 15, 2017. The Confession of Judgment is not to be filed unless the Parent defaults on its obligations under the Agreement and it will be returned to the Parent upon payment in full under the Agreement. The Agreement included mutual releases of claims each party had against the other and the parties also agreed to dismiss the litigation between them with prejudice; provided, that Dentons’ obligations commence after it has received $500,000 of the payments from the Parent described above. The foregoing description of the Agreement and Confession of Judgment are qualified in its entirety to the full text of the Agreement and Confession of Judgment, copies of which are filed as Exhibit 10.9, respectively, to this Current Report on Form 8-K.

The foregoing description of the terms of the Parent Note, the Icagen-T Note, the Securities Purchase Agreement, the Parent Security Agreement, the Icagen-T Security Agreement, the Parent Guaranty, Icagen-T Guaranty, the Warrant, the Deed of Trust and Affidavit of Confession of Judgment do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits 4.1, 4.2, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, to this Current Report on Form 8-K.

The Maker does hereby constitute and appoint WILLIAM GARDNER, ESQUIRE, its true and lawful attorney-in-fact, and with full power and authority hereby given to appear before you in your said office and for him to confess judgment before you therein against Maker ICEWEB, INC., a Delaware corporation and in favor of the Holder of this Confession of Judgment Promissory Note, for the principal sum of _____________ Dollars ($_________) plus simple interest at twelve percent (12%) per annum, together with the cost of confessing and entering of said judgment; and Maker further agrees that said attorney-in-fact may appear before you in your said office and confess judgment for reasonable attorneys' fees of not more than twenty percent (20%) of the principal and all interest then due under this Confession of Judgment Promissory Note.

FOR VALUE RECEIVED, the undersigned, ICEWEB, INC., a Delaware corporation, maker (the “Maker”), promises to pay IWEB GROWTH FUND, LLC, a Virginia limited liability company, payee ("Payee"), or order (Payee or Payee’s order, following endorsement of this Confession of Judgment Promissory Note, shall be referred to as “Holder”), at such place as the Holder hereof may, from time to time, designate in writing, the principal sum of _________________ Dollars ($________) plus simple interest at twelve percent (12%) per annum, shall be payable in full by the close of business, one (1) year from date (the “Maturity Date”).

(as the same may be renewed, modified, amended, extended, restated or replaced) whether one or more, whereby the Obligor is obligated to repay monies (“Obligations”) to the Bank or by which the undersigned has granted security to the Bank to repay the Obligations. The Obligor has been advised by the Bank (and by the Obligor’s legal counsel, if applicable) that the Loan Documents contain a clause that provides that the Bank may confess judgment against the Obligor. The Obligor has read the Loan Documents and clearly and specifically understands that by signing the Loan Documents which contain such confession of judgment clause: