EXHIBIT
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of «Closing_Date», by and between RESPIRERX PHARMACEUTICALS
INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”),
and «Investor», a «State_of_Incorp» «Type_of_Entity» (the “Buyer”).


 


WHEREAS:


 


A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act;


 


B.
Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set
forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $«Principal» (as the principal
amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend
thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the
“Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Note;


 


C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth
immediately below its name on the signature pages hereto.


 


NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.
Purchase and Sale of Note.


 


a.
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees
to purchase from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall
mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required
by law or executive order to remain closed.


 


b. Form
of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $«Purchase» (the “Purchase
Price”) for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the
Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase
Price.


 


c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date
that the Purchase Price is paid by Buyer pursuant to terms of this Agreement.


 


d.
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).


 


2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:


 


a.
Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Note (the “Conversion Shares”), and collectively the Note and Conversion Shares may be referred
to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making
the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves
the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the
1933 Act.


 




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b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).


 


c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.


 


d.
Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be,
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for
so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business
and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the
Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following
such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors
or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained
in Section 3 below.


 


e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 


f. Transfer
or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, an opinion of
counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for
opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are
sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule)
(“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section
2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the
Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer
shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate securities transactions, which opinion shall be accepted by the Company; (ii) any
sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said
Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale
is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person
is under any obligation to register such Securities under the 1933 Act or any state securities laws, except with respect to that
certain Piggy- Back Registration Rights Agreement in the form attached hereto as Exhibit B (“Registration Rights
Agreement”), or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide
margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a
transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be required
to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or
otherwise.


 




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g.
Legends. The Buyer understands that until such time as the Note, and, upon conversion of the Note in accordance with its terms,
the Conversion Shares, as defined in the Note, have been registered under the 1933 Act or may be sold pursuant to Rule 144 under the
1933 Act, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may
be placed against transfer of such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES MAY BE CONVERTIBLE
ABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS (A) SOLD PURSUANT TO RULE 144, RULE OR OTHER APPLICABLE
EXEMPTION UNDER SAID ACT AND (B) AN OPINION OF COUNSEL IS PROVIDED (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT SUCH SALE IS PERMITTED UNDER RULE 144, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of
Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable
shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,
Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section
4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its
transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144 or other applicable exemption at the Deadline (as defined in the Note), it will be
considered an Event of Default pursuant to Section 3.2 of the Note.




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h.
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.


 


3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:


 


a.
Organization and Qualification The Company and each of its Material Subsidiaries (as defined below), if any, is a corporation
duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Material Subsidiaries of the
Company and the jurisdiction in which each is incorporated. The Company and each of its Material Subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature
of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Material Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Material Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
a majority of the voting equity or otherwise controls such subsidiary and consolidates such subsidiary in its financial statements prepared
in accordance with generally accepted accounting principles. Notwithstanding the foregoing, the Company has not paid its Delaware Franchise
tax due on March 1, 2022 and intends to do so, inclusive of any penalties and interest as soon as practical.


 


b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note, and the Conversion Shares, by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note, as well as the issuance
and reservation for issuance of the Conversion Shares issuable upon conversion of the Note) have been duly authorized by the Company’s
Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders
is required, (iii) this Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have
been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and
official representative with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith
or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of
the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with their terms.


 


c.
Capitalization; Governing Documents. As of August 15, 2022, the authorized capital stock of the Company consists of: 2,000,000,000
authorized shares of Common Stock, of which 119.594.276 shares were issued and outstanding, and 5,000,000 authorized shares of preferred
stock (of which 1,250,000 have been designated as 9% cumulative convertible preferred stock, 37,500 as Series B convertible preferred
stock, 205,000 as Series A junior participating preferred stock, 1,700 as Series G convertible preferred stock), and 3,000 shares of
Series H, Voting, Non-participating, Convertible Preferred Stock, of which 37,500 (consisting of 37,500 shares of Series B convertible
preferred stock) were issued and outstanding. On July 13, 2020 and September 30, 2020, RespireRx issued an aggregate of 1,624 shares
of Series H Preferred Stock inclusive of 2% accrued dividends, all of which converted on September 30, 2020 into 25,377,426 shares of
Common Stock and warrants to purchase 25,377,426 shares of Common Stock, and therefore as of that time on September 30, 2020 and thereafter
through March 31, 2022, there were no shares of Series H Preferred Stock outstanding. Under the Certificate of Designation of the Series
H Preferred Stock, shares of Series H Preferred Stock converted or redeemed by conversion are to be canceled and are not to be reissued.
Therefore, as of March 31, 2022, there were 1,376 shares of Series H Preferred Stock available for issuance. All of such outstanding
shares of capital stock of the Company and the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully
paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective
date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company and other
than contracts with consultants James Cook, Jeffrey Witkin and Roc Cerne, each of which contracts includes payment in stock or other
equity-linked securities, vesting over time (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible
into or exchangeable for any shares of capital stock of the Company or any of its Material Subsidiaries, or arrangements by which the
Company or any of its Material Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any
of its Material Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Material Subsidiaries
is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that
will be triggered by the issuance of any of the Securities except for certain most-favored-nation provisions of certain convertible notes
and related documents. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation
as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof
(the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the
material rights of the holders thereof in respect thereto.


 




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d.
Issuance of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the
Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and
encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.


 


e.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares
to the Common Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of
the Note, the Conversion Shares in accordance with this Agreement, and the Note are absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


f.
Ranking; No Conflicts. The Note shall be pari passu in payment and performance with all unsecured indebtedness of the Company.
The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will
not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict
with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note,
evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or any of its Material Subsidiaries is
a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable
to the Company or any of its Material Subsidiaries or by which any property or asset of the Company or any of its Material Subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect), or (iv) other than as disclosed in the SEC Documents, trigger
any anti- dilution and/or ratchet provision contained in any other contract in which the Company is a party thereto or any security issued
by the Company. Neither the Company nor any of its Material Subsidiaries is in violation of its Certificate of Incorporation, By-laws
or other organizational documents and other than as disclosed in SEC Documents, neither the Company nor any of its Material Subsidiaries
is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Material Subsidiaries
in default), and neither the Company nor any of its Material Subsidiaries has taken any action or failed to take any action that would
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any property or assets of the Company or any of its Material Subsidiaries
is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The
businesses of the Company and its Material Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer
owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated
by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory
organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement
and the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon
conversion of the Note, issue Conversion Shares. All consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not
in violation of the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate that the Common
Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Material Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing. The Principal Market shall mean any tier of the OTC Markets, including
the Pink Market, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the New York Stock Exchange or NYSE American,
or any successor to such markets.


 




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g.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being herein referred to as the “SEC
Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable
law (except for such statements as have been amended or updated in subsequent filings prior the date hereof) and except for Form 1-A
and the related offering circular filed on Form 253(g)(3) which has not been updated on Form 253(g)(2) since March 8, 2022. No offer
or sale of securities has been made since the last filing of Form 253(g)(2) nor does the Company intend to make any offers or sales of
securities pursuant to such offering until or unless updates or amendments are made in subsequent filings. As of their respective dates,
the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly
present in all material respects the consolidated financial position of the Company and its consolidated Material Subsidiaries as of
the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included
in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course
of business subsequent to March 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business
and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or
in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).


 


h.
Absence of Certain Changes. Since March 31, 2022, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting
status of the Company or any of its Material Subsidiaries.


 


i.
Absence of Litigation. Other than as disclosed in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self- regulatory organization or body pending or, to the knowledge of the Company
or any of its Material Subsidiaries, threatened against or affecting the Company or any of its Material Subsidiaries, or their officers
or directors in their capacity as such, that could have a Material Adverse Effect. The SEC Documents contain a complete list and summary
description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its
Material Subsidiaries. The Company and its Material Subsidiaries are unaware of any facts or circumstances which might give rise to any
of the foregoing.


 


j.
Intellectual Property. The Company and each of its Material Subsidiaries owns or possesses the requisite licenses or rights to
use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service
marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business
as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to,
or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Material Subsidiary
with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Material Subsidiaries’
current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person;
and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Material
Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.


 




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k.
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Material Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Material Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


l.
Tax Status. Except as noted in this Section 3(l), the Company and each of its Material Subsidiaries has made or filed all federal,
state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless
and only to the extent that the Company and each of its Material Subsidiaries has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has
set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect
to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s
tax returns is presently being audited by any taxing authority. The Company has not, as of the date of this Agreement, filed its Delaware
Franchise Tax Return which was due on March 1, 2022 and intends to do so inclusive of any penalties and interest as soon as practical.


 


m.
Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Material
Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Material Subsidiaries
could obtain from third parties and other than transactions described in the SEC Documents and Exempt Issuances as described in the Note,
none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Material
Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n.
Disclosure. All information relating to or concerning the Company or any of its Material Subsidiaries set forth in this Agreement
and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true
and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements
made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred
or exists with respect to the Company or any of its Material Subsidiaries or its or their business, properties, prospects, operations
or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but
which has not been so publicly announced or disclosed.


 


o.
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely
in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 




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p.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.


 


q.
No Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company acknowledges and
agrees that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into
this Agreement and consummate the transactions described in this Agreement.


 


r.
Permits; Compliance. The Company and each of its Material Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate
its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits.
Neither the Company nor any of its Material Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits,
except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect. Since March 31, 2022, neither the Company nor any of its Material Subsidiaries has received any notification
with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults
or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


s.
Environmental Matters.


 


(i)
There are, to the Company’s knowledge, with respect to the Company or any of its Material Subsidiaries or any predecessor of the
Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Material Subsidiaries has received any notice with respect to any
of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.
The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human
health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata),
including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Material Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Material Subsidiaries during
the period the property was owned, leased or used by the Company or any of its Material Subsidiaries, except in the normal course of
the Company’s or any of its Material Subsidiaries’ business.


 


(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Material Subsidiaries
that are not in compliance with applicable law.


 


t.
Title to Property. The Company and its Material Subsidiaries have good and marketable title in fee simple to all real property
and good and marketable title to all personal property owned by them which is material to the business of the Company and its Material
Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t), if attached
hereto, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its
Material Subsidiaries are held by them under valid and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 




    	8



     


    

 


u.
[Intentionally omitted]


 


v.
Internal Accounting Controls. The Company and each of its Material Subsidiaries maintain a system of internal accounting controls
sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


w.
Foreign Corrupt Practices. Neither the Company, nor any of its Material Subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of the Company or any Material Subsidiary has, in the course of his actions for, or on behalf of, the
Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


x.
[Intentionally omitted]


 


y.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


aa.
No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Material Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its
1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


bb.
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any
of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to
determine whether any Issuer Covered Person is subject to a Disqualification Event.


 


cc.
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation
for soliciting another to purchase any other securities of the Company.


 


dd.
Bank Holding Company Act. Neither the Company nor any of its Material Subsidiaries is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Material Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Material
Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve.


 




    	9



     


    

 


ee.
Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Material Subsidiaries nor, to the
Company’s knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Material
Subsidiaries or any other business entity or enterprise with which the Company or any Material Subsidiary is or has been affiliated or
associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether
or not in contravention of applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder
of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or
indirect use of funds of the Company or any of its Material Subsidiaries.


 


ff.
Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations
or warranties set forth in this Section 3 or the Note, then in addition to any other remedies available to the Buyer pursuant to this
Agreement, it will be considered an Event of Default under Section 3.4 of the Note.


 


4.
ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.


 


a.
Best Efforts. The parties shall use their reasonable best efforts to satisfy timely each of the conditions described in Section
6 and 7 of this Agreement.


 


b.
Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to
provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as
the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.


 


c.
Use of Proceeds. The Company shall use the proceeds for business development, and not for (i) the repayment of any indebtedness
owed to officers, directors or employees of the Company or their affiliates other than accrued compensation or other short-term advances
made to the Company, repayment of which is considered to be in the ordinary course of business, (ii) the repayment of any debt issued
in corporate finance transactions, (iii) any loan to or investment in any other corporation, partnership, enterprise or other person
(except in connection with the Company’s currently existing operations or plans disclosed in SEC documents), (iv) any loan, credit,
or advance to any officers, directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable
law, rule or regulation.


 


d.
Right of Participation and First Refusal.


 


(i)
Other than arrangements that are in place or disclosed or the intent to enter into such arrangements are disclosed in SEC Documents prior
to the date of this Agreement, from the date first written above until the Note is extinguished in its entirety, the Company will not,
(i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or
any option to purchase or other disposition of) any of its or its Material Subsidiaries’ debt, equity or equity equivalent securities,
including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under
any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement
being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing,
in each case unless the Company shall have first complied with this Section 4(d).


 


(ii)
The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent
Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are
to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged
and (y) offer to issue and sell to or exchange with the Buyer at least $20,000.00 of the securities in the Subsequent Placement (in each
case, an “Offer”).


 


(iii)
To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company
prior to the end of the second (2nd) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice
(the “Offer Period”), setting forth the portion of the amount that the Buyer elects to purchase (the “Subscription
Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer but only
upon terms and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice.


 




    	10



     


    

 


(iv)
Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent
Placement at any time after the Offer Notice is given to Buyer, the Company shall deliver to the Buyer a new Offer Notice and the Offer
Period of such new Offer shall expire at the end of the second (2nd) Trading Day after the Buyer’s receipt of such new
Offer Notice.


 


e.
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right
or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision
to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly
agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated
thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default
interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company
may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document,
agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the
date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note
and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded
by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer
with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such
excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Buyer’s election.


 


f.
Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full
or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which
consent shall not be unreasonably withheld: (a) change the nature of its business or (b) sell, divest, acquire, change the structure
of any material assets other than in the ordinary course of business or as previously disclosed in the SEC Documents as being contemplated
as of the date of this Agreement.


 


g.
Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock
on the Principal Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink
Sheets electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations
under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The
Company shall promptly provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic
quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.


 


h.
Corporate Existence. The Company will, until the date that is six (6) months after the date on which the Note is repaid in its
entirety, maintain its corporate existence and shall not, except as may be disclosed in the SEC documents, sell all or substantially
all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s
assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the
agreements and instruments entered into in connection herewith.


 


i.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 




    	11



     


    

 


j.
Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section
4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under
Section 3.3 of the Note.


 


k.
Compliance with 1934 Act; Public Information Failures. Until the date that is six (6) months after the date on which the Note
is repaid in its entirety, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to
be subject to the reporting requirements of the 1934 Act. During the period that the Buyer beneficially owns the Note, if the Company
shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the
current public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i)
or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public
Information Failure”) then, as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability
to sell the Securities (which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or
at law or in equity), the Company shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on the day
of a Public Information Failure and on every thirtieth day (prorated for periods totaling less than thirty days) thereafter until the
date such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(k) are referred
to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i)
the last day of the calendar month during which such Public Information Failure Payments are incurred and (iii) the third business day
after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public
Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 2% per month
(prorated for partial months) until paid in full.


 


l.
Acknowledgement Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not
effect any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which
establishes a net short position with respect to the Common Stock.


 


m.
[Intentionally Omitted].


 


n.
Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for
promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal
Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns
is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied
and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement)
or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may
(at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct
its transfer agent to accept such opinion as well as promptly supply to the Company’s transfer agent and the Buyer a reliance letter
(which reliance letter shall indicate that the transfer agent may rely on the opinion of Buyer’s counsel). The Company hereby agrees
that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement
or otherwise.


 


o.
Registration Rights. The Company has granted the Buyer the piggy-back registration rights set forth on Registration Rights Agreement
that is Exhibit B hereto.


 


p.
Most Favored Nation. So long as the Note is outstanding, upon any issuance by the Company of any security, or amendment to a security
that was originally issued before the date of this Agreement, with any term that the Buyer reasonably believes is more favorable to the
holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided
to the Buyer in this Agreement or the Note, then (i) the Company shall notify the Buyer of such additional or more favorable term within
one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s
option, shall become a part of the transaction documents with the Buyer (regardless of whether the Borrower complied with the notification
provision of this Section 4(p)). The types of terms contained in another security that may be more favorable to the holder of such security
include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.


 




    	12



     


    

 


q.
Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the
Company shall be permitted to effect or enter into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price
or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common
Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that
is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters
into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined
price. If the Company enters into a Variable Rate Transaction, the Buyer shall be entitled to amend the terms of this Agreement and the
Note and other transaction documents to the same terms as the Variable Rate Transaction including the commencement of a new six month
holding period prior to first conversion.


 


r.
[Intentionally Omitted].


 


s.
Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide
the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public
information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep
such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer
without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality
to the Company, any of its Material Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not
to trade on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To
the extent that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes
or contains material non-public information regarding the Company or any Material Subsidiaries, the Company shall simultaneously file
such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided
by this Agreement or the related transaction documents, if the Company provides any material non-public information to the Buyer without
their prior written consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public
information, it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the
day after the information is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.


 


t.
D&O Insurance. The Company shall have or shall reasonably attempt to purchase, within six months from the Closing date, director
and officer insurance on behalf of the Company’s (including its Material Subsidiaries) officers and directors for a period of 12
months with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim
or proceeding that is based on or arises out of their status as a director or officer of the Company.


 




    	13



     


    

 


5.
Transfer Agent Instructions. The Company shall, as soon as practical after the Closing Date, issue irrevocable instructions to
the Company’s transfer agent to issue certificates, registered in the name of the Buyer or its nominee, upon conversion of the
Note, the Conversion Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms
thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions
in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company.
Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to
Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular
date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement.
The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will
be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records
of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer
or delay, impair, and/or hinder its transfer agent in transferring (or issuing) electronically or in certificated form any certificate
for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this
Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for
any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement
and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion
of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof
to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company,
at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions,
to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or
transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to 144, Rule 144A, Regulation
S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer
agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the
intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of
the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being
required.


 


6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the
Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


a.
The Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of
the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing
Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.
The Company shall have executed this Agreement and delivered the same to the Buyer.


 


b.
The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance
with Section 1(b) above.


 


c.
[Intentionally Omitted].


 


d.
[Intentionally Omitted]


 


e.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 




    	14



     


    

 


f.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


g.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


h.
Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.


 


i.
[Intentionally Omitted]


 


8.
Governing Law; Miscellaneous.


 


a.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in
the state courts located in New York, New York or in the federal courts located in New York, New York. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party
its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument
or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law.


 


b.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party. A facsimile or pdf signature shall be considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature
hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.


 


c.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed
against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part
of, or affect the interpretation of, this Agreement.


 


d.
Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.


 


e.
Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by
the Buyer.


 




    	15



     


    

 


f. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:


 


If
to the Company, to:


 


RESPIRERX
PHARMACEUTICALS INC.


126
Valley Road, Suite C


Glen Rock, NJ 07452


Attention: Jeff Margolis


e-mail:
jmargolis@respirerx.com


 


If
to the Buyer:


 


«Investor»


«Investor_Address»


«Investor_City»,
«Investor_State» «Investor_Zip»


Attention:
«Investor_Attn»


e-mail:
«Investor_email»


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person
that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined
under the 1934 Act, without the consent of the Company.


 


h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company
agrees to indemnify and hold harmless the Buyer and all its officers, directors, employees and agents for loss or damage arising as a
result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


j.
Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press
releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release
or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon). Notwithstanding the foregoing, the Company
shall have no obligation to provide material non-public information in advance of issuance or filings.


 




    	16



     


    

 


k.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


l.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


m.
Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder,
and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect,
indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect
investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or
any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or
obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these
purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance
or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby,
(ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated
by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable
law.


 


n.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this
Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall
be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to
an injunction or injunctions restraining, preventing or curing any breach of this Agreement, the Note or any other agreement, certificate,
instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without
the necessity of showing economic loss and without any bond or other security being required.


 


o.
Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the Note or
any other agreement, certificate, instrument or document contemplated hereby or thereby, or the Buyer enforces or exercises its rights
hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be
refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any law (including, without
limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.


 


p.
Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available. No failure or delay on the part of the Company in
the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights
and remedies of the Company existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


[Signature
Page Follows]


 




    	17



     


    

 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	RESPIRERX
    PHARMACEUTICALS INC.	 
	 	 	 
	By:	 	 
	Name:	JEFF
MARGOLIS	 
	Title:	CHIEF
FINANCIAL OFFICER	 


 


	«Investor»	 
	 	 	 
	By:	 	 
	Name:	«Investor_Attn»	 
	Title:	«Investor_title»	 


 


	SUBSCRIPTION
    AMOUNT:	 
	 	 
	Principal Amount of Note:
    $«Principal»	 
	Actual Amount of Purchase
    Price of Note: $«Purchase»	 


 




    	18



     


    

 


GUARANTY


 


The
undersigned subsidiary of RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Company”), jointly and severally,
absolutely, unconditionally and irrevocably, guarantees to «Investor», a «State_of_Incorp» «Type_of_Entity»
(the “Buyer”) and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance
by the Company when due (whether at the stated maturity, by acceleration or otherwise) of all amounts due under, and all other obligations
under, the 10% promissory note in the principal amount of $«Principal» issued by the Company to the Buyer on «Closing_Date».
The undersigned subsidiary’s liability under this guaranty shall be unlimited, open, and continuous for so long as this guaranty
remains in force.


 


PIER
PHARMACEUTICALS, INC.


 


	By:	 	 	Print
Name: JEFF MARGOLIS
	Title:	
    Chief Financial Officer	 	 


 




    	19



     


    

 


EXHIBIT
A TO SECURITIES PURCHASE AGREEMENT


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS (A) SOLD PURSUANT TO RULE 144 OR OTHER
APPLICABLE EXEMPTION UNDER SAID ACT AND (B) AN OPINION OF COUNSEL IS PROVIDED (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT SUCH SALE IS PERMITTED UNDER RULE 144 OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


	Principal
    Amount: $«Principal»	Issue Date:
    «Closing_Date»        
	Actual Amount of Purchase
    Price: $«Purchase»	 


 


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (hereinafter called the “Borrower” or the
“Company”) (Trading Symbol: RSPI), hereby promises to pay to the order of «Investor», a «State_of_Incorp»
«Type_of_Entity», or registered assigns (the “Holder”), in the form of lawful money of the United States of America,
the principal sum of $«Principal», which amount is the $«Purchase» actual amount of the purchase price (the “Consideration”)
hereof plus an original issue discount in the amount of $«OID» (the “OID”) (subject to adjustment herein) (the
“Principal Amount”) and to pay interest on the unpaid Principal Amount hereof at the rate of ten percent (10%) (the “Interest
Rate”) per annum with interest calculated on the basis of a 365-day year (with the understanding that the first nine months of
interest shall be guaranteed and earned in full as of the Issue Date) from the date hereof (the “Issue Date”) until the same
becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity
date shall be May 31, 2023 (the “Maturity Date”), and is the date upon which the principal sum, the OID, as well as any accrued
and unpaid interest and other fees, shall be due and payable.


 


This
Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.


 


Any
Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-four
percent (24%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default
Interest”).


 


All
payments due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common
Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall
be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of
this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the
date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining
the amount of interest due on such date.


 


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used
in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading
Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase
Agreement), any tier of the OTC Markets, NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American.


 




    	20



     


    

 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The
following terms shall also apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1
Conversion Right. The Holder shall have the right, at any time on or following the Issue Date, to convert all or any portion of
the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares
of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into
which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided
herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the Holder
shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect
to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates
(the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and
Attribution Parties shall, subject to the Beneficial Ownership Limitation, include the number of shares of Common Stock issuable upon
conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any
of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance
therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number
of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the
Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement
by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Principal
Market. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its
Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation
hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.
The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued
upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion
Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice
of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below;
provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to
result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date
(the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the
sum of (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued
and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s
option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).


 




    	21



     


    

 


1.2
Conversion Price.


 


(a)
Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default
Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal
$0.0015. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common
Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the
Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means
such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable
upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted
by the Holder to the par value price. The Conversion Price is subject to equitable adjustments for stock splits (including reverse stock
splits and forward stock splits), stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or
the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and
similar events. Holder shall be entitled but not required to deduct $500.00 from the conversion amount in each Notice of Conversion to
cover Holder’s fees associated with each Notice of Conversion.


 


1.3
Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the
issuance of a number of Conversion Shares equal to (i) the number of Conversion Shares issuable upon the full conversion of this Note
(assuming no payment of Principal Amount or interest) as of any issue date (taking into consideration any adjustments to the Conversion
Price pursuant to Section 2 hereof or otherwise) multiplied by (ii) one (1.0) (the “Reserved Amount”) up to a maximum
Reserved Amount that is equal to or less than the authorized number of shares that remain available for issuance and are otherwise available
for issuance. By purchasing this Note, Holder agrees to amend the reserve requirements as defined in any notes currently outstanding
that were also outstanding prior to the issuance of this Note to conform to the reserve requirements of this Note. The Borrower represents
that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges
that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion
Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority
to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically issue
shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be
issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.


 


If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.


 


1.4
Method of Conversion.


 


(a)
Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, on any Trading Day, at any time on or following
the Issue Date, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other
reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice of Conversion
submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading Day.


 


(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire
unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to
require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower
shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion
of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note
to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered
as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining
unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this
Note represented by this Note may be less than the amount stated on the face hereof.


 




    	22



     


    

 


(c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or
property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held
for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have
established to the satisfaction of the Borrower that such tax has been paid.


 


(d)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or
other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the
Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within one (1)
Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount
and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason or for
no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder
is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance
account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion
of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall
pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of
(A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled
and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company
could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice
to the Company, may void its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of this
Note that has not been converted pursuant to such Notice of Conversion; provided that the voiding of a Notice of Conversion shall not
affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing,
if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares
on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which
the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause
(ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated
receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions
and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s
balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a
certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to
the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock,
times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to
electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.


 


(e)
Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or
Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion,
the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall
be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect
to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,
cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,
the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of
the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any
action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the
holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date
so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York
time, on such date.


 




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(f)
Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions
contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker
with DTC through its Deposit Withdrawal Agent Commission system.


 


1.5
Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the 1933 Act or are qualified for sale under Regulation A, or (ii)
the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion
(as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to
an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other
applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who
agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined
in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below),
until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule
144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that
can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear
a legend substantially in the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES MAY BE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS (A) SOLD PURSUANT TO RULE 144 OR OTHER APPLICABLE EXEMPTION UNDER SAID
ACT AND (B) AN OPINION OF COUNSEL IS PROVIDED (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT SUCH
SALE IS PERMITTED UNDER RULE 144 OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares
without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery
by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)
such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be
sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated
by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares
may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.
The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance
with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided
by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,
Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation
S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.


 




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1.6
Effect of Certain Events.


 


(a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other
Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an acceleration event pursuant
to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount
equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) multiplied by 125% , or (ii) be
treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership,
association, trust or other entity or organization.


 


(b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of
another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this
Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which
the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect
to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower
shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least
thirty (30) days prior written notice (but in any event at least seven (7) days prior written notice) of the record date of the special
meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to
convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 


(c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note
after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would
have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder
of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.


 


(d)
Purchase Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible
securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock
acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date
as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 




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(e)
Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or
grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise
entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note,
and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share
that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively,
a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any
time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common
Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less
than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder,
to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued.
By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to
a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an
effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount
that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price
to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of
or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated
a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment
pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding the
foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance.


 


An
“Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the
Borrower pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose by a majority of the members
of the Borrower’s Board of Directors or a majority of the members of a committee of directors (“Plan”) established
for such purpose in a manner which is consistent with the Borrower’s prior business practices, including, but not limited to granting
of such as bonuses; (b) securities pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority
of the disinterested directors of the Borrower, provided that any such issuance shall only be to a Person (or to the equity holders of
a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the
business of the Borrower and shall provide to the Borrower additional benefits in addition to, or in lieu of, an investment of funds,
but shall not include a transaction in which the Borrower is issuing securities primarily for the purpose of raising capital or to an
entity whose primary business is investing in securities; (c) securities issued pursuant to any equipment loan or leasing arrangement,
real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested
directors of the Borrower; (d) securities issued with respect to which the Holder waives its rights in writing under this Section 1.6(e);
and/or (e) the Borrower’s issuance of prepaid common stock purchase warrants so long as (i) the exercise price of such warrant
is $0.0011 or greater per share (and not subject to anti-dilution adjustments) and (ii) the prepaid purchase price to be paid by the
recipient of the prepaid common stock purchase warrants is $0.0015 or greater per share (and not subject to reduction for any reason).


 


(f)
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events
described in this Section 1.6, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each respective
adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate
setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock
and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed
facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant
transaction documents) that evidences the adjustment or readjustment. The Borrower shall, within one (1) calendar day after each written
request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such time based
upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based,
and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment.


 




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1.7
[RESERVED].


 


1.8
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other
than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights
as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such
shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all
shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any
portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so
notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this
Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered,
adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its
rights and remedies for the Borrower’s failure to convert this Note.


 


1.9
Prepayment. The Company may prepay this Note at any time by providing Holder notice of its intent to prepay the outstanding amounts
due under the Note (the “Prepayment Notice”). The Company shall tender the full amount in the Prepayment Notice by paying
one hundred percent (100%) of the total outstanding balance to the Holder within five (5) calendar days of delivering the Prepayment
Notice to the Holder. If the Holder has previously provided a notice of conversion to the Company, the Company may not prepay any amounts


included
in the notice of conversion.


 


1.10
[Intentionally Omitted].


 


ARTICLE
II. RANKING AND CERTAIN COVENANTS


 


2.1
Ranking and Security. The obligations of the Borrower under this Note shall rank pari passu with respect to any and all unsecured
Indebtedness of the Borrower.


 


2.2
Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly
through any Subsidiary or affiliate) incur or suffer to exist or guarantee any unsecured Indebtedness that is senior to (in priority
of payment and performance) the Borrower’s obligations hereunder unless the proceeds of such Indebtedness are used to pay off all
amounts owed under this Note. As used in this Section 2.2, the term “Borrower” means the Borrower and any Subsidiary of the
Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the
deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase price obligations
in place as of the Issue Date and as disclosed in the SEC Documents (as defined in the Purchase Agreement), or obligations to trade creditors
incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar
instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets, including
all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations
of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted
to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted
to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent
or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by
the Borrower, whether or not the Borrower has assumed or become liable for the payment of such obligation.


 




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2.3
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without
the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash,
property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s
disinterested directors.


 


2.4
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without
the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities
or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights
or options to purchase or acquire any such shares.


 


2.5
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any
consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.6
Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person,
firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the
Borrower, except loans, credits or advances (a) in existence or committed or publicly stated as contemplated in SEC Documents on the
Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated
third parties, made in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess
of $250,000.00. Except as disclosed in the SEC Documents prior to the Issue Date, so long as the Borrower shall have any obligation under
this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower
in connection with any indebtedness or accrued amounts owed to any such party outside the ordinary course of business.





2.7
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction
or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the
Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”).
In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10)
Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but
not less than $5,000.00, will be assessed and will become immediately due and payable to the Holder at its election in the form of a
cash payment or added to the balance of this Note (under Holder’s and Borrower’s expectation that this amount will tack back
to the Issue Date). Notwithstanding the forgoing, transactions contemplated by subsection (a) of the definition of “Exempt Issuance”
in Section 1.6(e) that are considered Section 3(a)(9) or 3(a)(10) Transactions will not cause a liquidated damage charge under this Section
2.7.


 


2.8
Preservation of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not, without the Holder’s written consent, (a) change the nature of its business; or (b) sell, divest, change the structure of
any material assets other than in the ordinary course of business. In addition, so long as the Borrower shall have any obligation under
this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights
and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets)
to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased
by it or in which the transaction of its business makes such qualification necessary.


 


2.9
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles
of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to
protect the rights of the Holder.


 




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2.10
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note.


 


ARTICLE
III. EVENTS OF DEFAULT


 


It
shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur:


 


3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this
Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.


 


3.2
Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)
any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required
by this Note, (iii) fails to reserve the Reserved Amount at all times, or (iii) the Borrower directs its transfer agent not to transfer
or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate
for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2)
Trading Days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its
obligations to its transfer agent. It shall be an Event of Default of this Note, if a conversion of this Note is delayed, hindered or
frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds
to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the principal balance
of the Note.


 


3.3
Breach of Agreements and Covenants. The Borrower breaches any covenant, material agreement, or other material term or condition
contained in the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrant (as defined in the Purchase Agreement)
(the “Warrant”), or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith
or therewith.


 


3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this
Note, the Irrevocable Transfer Agent Instructions or in any agreement, statement or certificate given in writing pursuant hereto or in
connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which has (or with
the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or apply
for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed.


 


3.6
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the
Borrower or any of its property or other assets for more than $500,000, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary
of the Borrower.


 




    	29



     


    

 


3.8
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements
of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.


 


3.9
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.10
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its
debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going
concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.11
Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future).


 


3.12
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or
period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with
respect to this Note or the Purchase Agreement.


 


3.13
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,
prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.14
[RESERVED]


 


3.15
[Intentionally Omitted].


 


3.16
Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s
filing of a Form 8-K pursuant to Regulation FD on that same date.


 


3.17
Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder
is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s
brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion
of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon
deposit such shares into the Holder’s brokerage account.


 


3.18
Delisting or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock
(i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any level of the
OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American.


 


3.19
Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this
Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
the greater of (i) an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through
the date of full repayment multiplied by 125% (collectively the “Default Amount”) or (ii) the “parity value”
of the Default Amount, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of such Default
Amount in accordance with the terms of this Note (without giving effect to any beneficial ownership limitations contained in this Note),
treating the date that the respective Event of Default occurs as the “Conversion Date” for purposes of determining the Conversion
Price, multiplied by (b) the volume weighted average price for the Common Stock on the date that the respective Event of Default occurs
(the “Default Parity Amount”), plus, in each such case, all costs, including, without limitation, legal fees and expenses,
of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. The Holder may convert
the greater of the (i) Default Amount or (ii) Default Parity Amount into Common Stock pursuant to the terms of this Note (including but
not limited to the conversion formula set forth in this Note as well as all other provisions of this Note). The Holder shall be entitled
to exercise all other rights and remedies available at law or in equity.


 




    	30



     


    

 


ARTICLE
IV. MISCELLANEOUS


 


4.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be:


 


If
to the Borrower, to:


 


RESPIRERX
PHARMACEUTICALS INC.


126
Valley Road, Suite C


Glen
Rock, NJ 07452


Attention:
Jeff Margolis


e-mail:
jmargolis@respirerx.com


 


If
to the Holder:


 


«Investor»


«Investor_Address»


«Investor_City»,
«Investor_State» «Investor_Zip»


 Attention: «Investor_Attn»




 e-mail: «Investor_email»




 


4.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the
Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4
Assignability. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to be the benefit of
the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the
prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined
in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined
under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged
as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance
of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount
of this Note represented by this Note may be less than the amount stated on the face hereof.


 




    	31



     


    

 


4.5
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 


4.6
Governing Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State
of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the
state courts located in New York, New York or federal courts located in New York, New York. The Borrower hereby irrevocably waives any
objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS
CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. The prevailing party in any action or dispute brought in connection with this the Note or any other agreement, certificate,
instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s
fees and costs.


 


4.7
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal
Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,
the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired
upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder
hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt
of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 


4.8
Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents
entered into in connection herewith and therewith.


 


4.9
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the
event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,
consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other
right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed
liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior
to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),
of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief
statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The
Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this Section 4.9.


 




    	32



     


    

 


4.10
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


4.11
Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed
against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


4.12
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right
or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided
that the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall
not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable
law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if
the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any
official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum
Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under
any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness
evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be
refunded to the Company, the manner of handling such excess to be at the Holder’s election.


 


4.13
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of
law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of this Note.


 


4.14
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries
of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably
believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably
believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such additional or more
favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii) such
term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower
complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable
to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue
discounts.


 


4.15
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic
calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit
the disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading Day after receipt of the applicable notice
giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder
learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination
or calculation within one (1) Trading Day of such disputed determination or arithmetic calculation (as the case may be) being submitted
to the Borrower or the Holder, then the Borrower shall, within one (1) Trading Day, submit (a) the disputed determination of the Conversion
Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by
the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower.
The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify
the Borrower and the Holder of the results no later than one (1) Trading Day from the time it receives such disputed determinations or
calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent
demonstrable error.


 


[signature
page follows]


 




    	33



     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on «Closing_Date».


 


	RESPIRERX
    PHARMACEUTICALS INC.	 
	 	 	 
	By:	 	 
	Name:	Jeff
    Margolis	 
	Title:	Senior
    Vice President, Chief Financial Officer, Treasurer and Secretary	 


 




    	34



     


    

 


EXHIBIT
A — NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert $______________ principal amount of the Note (defined below) into that number of shares of
Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of RESPIRERX
PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of
the Borrower dated as of «Closing_Date» (the “Note”), as of the date written below. No fee will be charged
to the Holder for any conversion, except for transfer taxes, if any.


 


Box
Checked as to applicable instructions:


 


	 	☐	The
    Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
    or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name of DTC Prime Broker:
	 	 	Account Number:


 


	 	☐	The
                                                                              undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth
                                                                              below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if
                                                                              additional space is necessary, on an attachment hereto:



 


	Date of Conversion:	 	 
	Applicable Conversion Price:	$	 
	Number
    of Shares of Common Stock to be



        Issued
    Pursuant to Conversion of the Note:
	 

    _______________________
	 
	Amount
    of Principal Balance Due remaining

     Under the Note after this conversion:	 

    _______________________
	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 




    	35



     


    

 


EXHIBIT
B TO SECURITIES PURCHASE AGREEMENT


 


PIGGY-BACK
REGISTRATION RIGHTS AGREEMENT


 


THIS
PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as «Closing_Date» is made by and
between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and «Investor» a «State_of_Incorp»
«Type_of_Entity» (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred
to as the “Parties” and each a “Party” to this Agreement.


 


RECITALS


 


WHEREAS,
the Company’s Board of Directors (the “Board”) has unanimously approved, upon the terms and subject to the conditions
of, that certain Securities Purchase Agreement, of even date herewith, by and between the Holder and the Company (the “Securities
Purchase Agreement”), the Company has agreed to issue and sell to Holder the Note (as defined in the Securities Purchase Agreement)
(the “Note”) and Warrant (as defined in the Securities Purchase Agreement) (the “Warrant”), to
the Holder; and


 


WHEREAS,
to induce the Holder to execute and deliver the Securities Purchase Agreement and this Agreement, the Company has agreed to provide certain
piggy-back registration rights under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and
regulations promulgated thereunder, and applicable state securities laws, with respect to the Piggy-Back Registrable Securities (as
defined herein).


 


NOW,
THEREFORE, for and in consideration of the foregoing premises, the agreements and covenants herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally
bound, hereby agree as follows:


 


 


1.
Definitions. As used in this Agreement, the following terms shall have the following meanings:


 


a.
[Intentionally Omitted].


 


b.
“Effective Date” shall mean the date the SEC declares the Registration Statement effective and the Company has filed
all necessary amendments, including the letter to request accelerated effectiveness and the Prospectus covering the resale of Piggy-Back
Registrable Securities.


 


c.
“Filing Date” shall mean the date the Registration Statement has been filed with the SEC (as determined by EDGAR)
and no stop order of acceptance has been issued by the SEC.


 


d.
“Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business,
an individual, a governmental or political subdivision thereof or a governmental agency.


 


e.
“Principal Market” means either the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Stock Capital Market, OTCQX® Best Market, the OTCQB® Venture Market or the OTC Pink Market, whichever is the principal
market on which the Securities is listed or quoted.


 


f.
“Purchase Amount” means the Purchase Price, as such term is defined in the Securities Purchase Agreement.


 


g.
“Register”, “Registered” and “Registration” refer to a registration effected
by preparing and filing with the SEC one or more Registration Statements in compliance with the Securities Act and/or pursuant to Rule
415 under the Securities Act or any successor rule providing for among other securities, the Piggy-Back Registrable Securities.


 


h.
“Piggy-Back Registrable Securities” means the Conversion Shares (as defined in the Securities Purchase Agreement)
(the “Conversion Share”), Warrant Shares (as defined in the Securities Purchase Agreement) (the “Warrant
Shares”), all other shares of Common Stock issued or issuable pursuant to the Securities Purchase Agreement, and any shares
of capital stock issued or issuable with respect to such Note, Conversion Shares, Warrant, or Warrant Shares as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in a Registration Statement
that has been declared effective by the SEC, (y) sold under circumstances meeting all of the applicable conditions of Rule 144, promulgated
under the Securities Act or (z) saleable without limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar provision
then in force) under the Securities Act.


 




    	36



     


    

 


i.
“Registration Statement” means a registration statement of the Company filed with the SEC under the Securities Act.


 


j.
“SEC” means the United States Securities and Exchange Commission.


 


All
capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement;
provided however, that any references to Conversion Price shall have the meaning ascribed to it in the Note (the “Conversion
Price”).


 


2.
Registration. 


 


a.
Piggy-Back Registration. With respect to only one of the first three times the Company files a Registration Statement under the
Securities Act, and at the request of the Holder, the Company shall use its commercially reasonable efforts, to the extent permissible
under U.S. securities laws and the rules and regulations thereunder, to include the Piggy-Back Registrable Securities in such Registration
Statement with the intention of covering the resale of all of the Piggy-Back Registrable Securities at prevailing market prices (and
not fixed prices). The Company shall, to the extent permissible by U.S. securities laws and the rules and regulations thereunder initially
register for resale all of the Piggy-Back Registrable Securities, or an amount equal to the maximum amount allowed under the applicable
rule or rules as interpreted by the SEC. In the event the Company cannot register the Piggy-Back Registrable Securities, due to the remaining
number of authorized shares (including shares held in the share reservation established for the benefit of the Holder) of Common Stock
being insufficient, the Company will use its best efforts to register the maximum number of shares it can, based upon the remaining balance
of authorized shares (including shares held in the share reservation established for the benefit of the Holder) and will use its best
efforts to increase the number of its authorized shares as soon as reasonably practicable.


 


b.
The Company shall use its commercially reasonable efforts, if it elects to file a Registration Statement and to the extent permissible
under U.S. securities laws, to have the Registration Statement filed with the SEC within forty-five (45) days following Holder’s
request for the inclusion of the Piggy-Back Registrable Securities in such Registration Statement (the “Filing Deadline”).


 


Notwithstanding
the foregoing, failure to file by the Filing Deadline shall not constitute an event of default under the Note to the extent any delay
in the filing of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Holder or is otherwise
solely attributable to the Holder.


 


The
Company acknowledges that its failure to have the Registration Statement filed by the Filing Deadline will cause the Holder to suffer
irreparable harm, and, that damages will be difficult to ascertain. Accordingly, the Parties agree that it is appropriate that the failure
to file by the Filing Deadline shall constitute an event of default under Section 3.3 of the Note. The availability of any remedies hereunder
and thereunder shall not relieve the Company from its obligations to register the Piggy-Back Registrable Securities and deliver the Piggy-Back
Registrable Securities pursuant to the terms of this Agreement and the Securities Purchase Agreement.


 


c.
The Company shall use its efforts and take all available steps to have the Registration Statement declared effective by the SEC within
ninety (90) calendar days after the Filing Date (the “Effective Deadline”). If the Registration Statement covering
the Piggy-Back Registrable Securities to be filed by the Company pursuant to Section 2(a) hereof has not become effective by the
Effective Deadline, then it shall constitute an event of default under Section 3.3 of the Note.


 


If
the Registration Statement covering the Piggy-Back Registrable Securities to be filed by the Company pursuant to Section 2(a)
hereof has become effective, and, thereafter, the Holder’s right to sell is suspended, for any reason, then the Company shall pay
the Holder the sum of one percent (1%) of the Purchase Amount plus interest and penalties due to the Holder under the Note for each thirty
(30) calendar day period, pro rata, compounded annually, following the suspension, until such suspension ceases (the “Suspension
Damages”). The Suspension Damages shall continue until the obligation is fulfilled and shall be paid within five (5) business
days after each thirty (30) day period, or portion thereof, until such suspension is released. The Suspension Damages shall be paid,
at the Holder’s option, in cash or shares of the Company’s common stock, par value $0.001, priced at the Conversion Price
(as defined in the Note), or portion thereof. Failure of the Company to make payment within said five (5) business days after each thirty
(30) day period shall be considered a breach of this Agreement and an event of default under Section 3.3 of the Note.


 




    	37



     


    

 


Notwithstanding
the foregoing, the amounts payable by the Company pursuant to this Section 2(c) shall not be payable to the extent any delay in
the effectiveness of the Registration Statement or any suspension of the effectiveness occurs because of an act of, or a failure to act
or to act timely by the Holder or is otherwise solely attributable to the Holder.


 


The
Company acknowledges that its failure to have the Registration Statement become effective by the Effective Deadline or to permit the
suspension of the effectiveness of the Registration Statement, will cause the Holder to suffer irreparable harm and, that damages will
be difficult to ascertain. Accordingly, the Parties agree that it is appropriate to include in this Agreement a provision for liquidated
damages. The Parties acknowledge and agree that the liquidated damages provision set forth in this Section 2(c) represents the
Parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are
reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to
register the Piggy-Back Registrable Securities and deliver the Piggy-Back Registrable Securities pursuant to the terms of this Agreement
and the Securities Purchase Agreement.


 


3.
Related Obligations.


 


At
such time as the Company is obligated to prepare and file a Registration Statement with the SEC pursuant to Section 2(a) hereof,
the Company will use its best efforts to effect the registration of the Piggy-Back Registrable Securities in accordance with the intended
method of disposition thereof and, with respect thereto, the Company shall have the following obligations:


 


a.
The Company shall use its best efforts to cause such Registration Statement relating to the Piggy-Back Registrable Securities to become
effective within ninety (90) calendar days after the Filing Date and shall keep such Registration Statement effective pursuant to Rule
415 under the Securities Act until the date on which the Holder shall have sold all the Piggy-Back Registrable Securities (the “Registration
Period”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein)
shall, as of the date thereof, not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.


 


b.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
under the Securities Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to the disposition of all Piggy-Back Registrable Securities
of the Company covered by such Registration Statement until such time as all of such Piggy-Back Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the Holder as set forth in such Registration Statement (which shall
be at prevailing market prices, and not fixed prices). In the event the number of shares available under a Registration Statement filed
pursuant to this Agreement is at any time insufficient to cover all of the Piggy-Back Registrable Securities, the Company shall amend
such Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so
as to cover all of the Piggy-Back Registrable Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar
days after the necessity therefor arises (based on the total number of Piggy-Back Registrable Securities). The Company shall use it best
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.


 


c
The Company shall furnish to the Holder whose Piggy-Back Registrable Securities are included in any Registration Statement and its legal
counsel without charge and upon request (i) promptly after the same is prepared and filed with the SEC at least one copy of such Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference
and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to
such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence
from the SEC or the staff of the SEC to the Company or its representatives, (ii) upon the effectiveness of any Registration Statement,
a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of
copies as the Holder may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as the Holder may reasonably request from time to time in order to facilitate the disposition of the Piggy-Back Registrable Securities.
The Company filing the documents described in this paragraph through EDGAR shall constitute delivery.


 




    	38



     


    

 


d.
The Company shall use reasonable efforts to (i) register and qualify the Piggy-Back Registrable Securities covered by a Registration
Statement under the applicable securities or “blue sky” laws of such states of the United States as reasonably specified
by the Holder; (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period; (iii)
take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration
Period; and (iv) take all other actions reasonably necessary or advisable to qualify the Piggy-Back Registrable Securities for sale in
such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x)
qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y)
subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify the Holder who holds Piggy-Back Registrable Securities of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of the Piggy-Back Registrable Securities for sale under the
securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation
or threatening of any proceeding for such purpose.


 


e.
Upon the happening of any event as a result of which the prospectus included in a Registration Statement, as then in effect, would then
contain an untrue statement of a material fact or omission to state a material fact, which would otherwise be required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, as a result,
the prospectus is required to be supplemented or as a result of which the Registration Statement is required to be amended (“Registration
Default”), the Company shall use all diligent efforts to promptly prepare any necessary supplement to such prospectus or amendment
to such Registration Statement and take any other necessary steps to cure the Registration Default, and deliver one (1) copy of such
supplement or amendment to Holder (or such other number of copies as Holder may reasonably request; delivery via EDGAR shall constitute
delivery). Failure to cure the Registration Default within five (5) business days shall result in the Company paying liquidated damages
of one percent (1%) of the Purchase Amount for each thirty (30) calendar day period or portion thereof, beginning on the date of suspension.
The Company shall also promptly notify Holder in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to Holder by facsimile on the same day of such effectiveness and by overnight mail); (ii) in the event the Registration
Statement is no longer effective; or (iii) the Registration Statement is stale for a period of more than five (5) trading days as a result
of the Company’s failure to timely file its financials with the SEC.


 


The
Company acknowledges that its failure to cure the Registration Default within five (5) business days will cause the Holder irreparable
harm, and that damages will be difficult to ascertain. Accordingly, the Parties agree that it is appropriate to include in this Agreement
a provision for liquidated damages. The Parties acknowledge and agree that the liquidated damages provision set forth in this Section
3(e) represents the Parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such
liquidated damages are reasonable and will not constitute a penalty.


 


It
is the intention of the Parties that interest payable under any of the terms of this Agreement shall not exceed the maximum amount permitted
under any applicable law. If a law, which applies to this Agreement which sets the maximum interest amount, is finally interpreted so
that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any such interest shall be reduced by the
amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Company which exceed
the permitted limits will be refunded to the Company. The Holder may choose to make this refund by reducing the amount that the Company
owes under this Agreement or by making a direct payment to the Company. If a refund reduces the amount that the Company owes the Holder,
the reduction will be treated as a partial payment. In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if
possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of
this Agreement will not in any way be affected or impaired thereby.


 


f.
The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Piggy-Back Registrable Securities for sale in any jurisdiction and, if
such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
the Holder of the issuance of such order and the resolution thereof. The Company will immediately notify the Holder of a proceeding,
or threat of proceeding, the result of which could affect the effectiveness of the registration statement.


 


g.
[RESERVED]


 


h.
[RESERVED]


 




    	39



     


    

 


i.
The Company shall hold in confidence and not make any disclosure of information concerning the Holder unless (i) disclosure of such information
is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or
other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to the Holder and allow the Holder, at the Holder’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


j.
The Company shall use its best efforts to secure designation and quotation of all the Piggy-Back Registrable Securities covered by any
Registration Statement on the Principal Market, to the extent such is necessary for the Piggy-Back Registrable Securities to trade on
such market. If, despite the Company’s best efforts, the Company is unsuccessful in satisfying this obligation, it shall use its
best efforts to cause all the Piggy-Back Registrable Securities covered by any Registration Statement to be listed on each other national
securities exchange and automated quotation system, if any, on which securities of the same class or series issued by the Company are
then listed, if any, if the listing of such Piggy-Back Registrable Securities is then permitted under the rules of such exchange or system.
If, despite the Company’s best efforts, the Company is unsuccessful in satisfying its obligation in this Section, it will use its
best efforts to secure the inclusion for quotation with the OTC Pink Sheets. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(j).


 


k.
The Company shall cooperate with the Holder to facilitate the timely preparation and delivery of book-entry or street name shares(not
bearing any restrictive legend) representing the Piggy-Back Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts, as the case may be, as the Holder may reasonably request and registered
in such names of the Persons who shall acquire such Piggy-Back Registrable Securities from the Holder, as the Holder may request.


 


l.
The Company shall provide a transfer agent for all the Piggy-Back Registrable Securities not later than the Effective Date of the first
Registration Statement filed pursuant hereto.


 


m.
If requested by the Holder, the Company shall (i) as soon as reasonably practical, incorporate in a prospectus supplement or post-effective
amendment such information as Holder reasonably determines should be included therein relating to the sale and distribution of Piggy-Back
Registrable Securities, including, without limitation, information with respect to the Note, Conversion Shares, Warrant, and Warrant
Shares; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by Holder.


 


n.
The Company shall use its best efforts to cause the Piggy-Back Registrable Securities covered by the applicable Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Piggy-Back Registrable Securities.


 


o.
[RESERVED]


 


p.
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any
registration hereunder.


 


q.
Within five (5) business days after the Registration Statement which includes the Piggy-Back Registrable Securities is declared effective
by the SEC, the Company shall deliver to the Holder confirmation that such Registration Statement has been declared effective by the
SEC.


 


r.
After the SEC declares the Registration Statement cleared of all comments and the Company’s acceptance of the effectiveness of
the Registration Statement, the Company shall file a prospectus covering the resale of the Piggy-Back Registrable Securities (the “Prospectus”)
within five (5) trading days.


 


s.
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Holder of the Piggy-Back
Registrable Securities pursuant to a Registration Statement.


 




    	40



     


    

 


4.
Obligations Of The Holder.


 


a.
At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the
Holder in writing of the information the Company requires from the Holder. The Holder covenants and agrees that, in connection with any
resale of Piggy-Back Registrable Securities by it pursuant to a Registration Statement, it shall comply with the “Plan of Distribution”
section of the current prospectus relating to such Registration Statement, and such “Plan of Distribution” shall include
Holder’s resale of the Piggy-Back Registrable Securities at prevailing market prices (and not fixed prices).


 


b.
The Holder, by the Holder’s acceptance of the Piggy-Back Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any Registration Statement hereunder and in responding to SEC
comments in connection therewith.


 


c.
The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(f) hereof or the first sentence of Section 3(e) hereof, the Holder will immediately discontinue disposition of Piggy-Back
Registrable Securities pursuant to any Registration Statement(s) covering such Piggy-Back Registrable Securities until Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) hereof or the first sentence of Section
3(e) hereof.


 


5.
Expenses Of Registration.


 


All
expenses, including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and reasonable
fees and disbursements of counsel for the Company shall be paid by, and are the sole obligation of, the Company.


 


6.
Indemnification.


 


In
the event any Piggy-Back Registrable Securities are included in a Registration Statement under this Agreement:


 


a.
To the fullest extent permitted by law, the Company will, and hereby agrees to, indemnify, hold harmless and defend the Holder who holds
such Piggy-Back Registrable Securities, the directors, officers, partners, employees, agents, representatives of, and each Person, if
any, who controls Holder within the meaning of the Securities Act or the Exchange Act) (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
paid in settlement or reasonable expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (Indemnified Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made
in connection with the qualification of the Note under the securities or other “blue sky” laws of any jurisdiction in which
Piggy-Back Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the
statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the
final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Piggy-Back Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses
(i) through (iii) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6(c)
hereof with respect to the number of legal counsel, the Company shall reimburse the Holder and each such controlling person, promptly
as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim arising out of or based upon a Violation committed by
any Indemnified Person or which occurs in reliance upon and in conformity with information furnished in writing to the Company by any
Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c) hereof; (ii) shall not
be available to the extent such Claim is based on (a) a failure of the Holder to deliver or to cause to be delivered the prospectus made
available by the Company or (b) the Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance
by the Company in writing not to use such incorrect prospectus; and (iii) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the resale of the Piggy-Back Registrable Securities by the Holder pursuant to the Registration Statement.


 




    	41



     


    

 


b.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The indemnifying party shall pay for only one separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable.
Such counsel shall be selected by the Company if the Company is the indemnifying party. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person
which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable
for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release
from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying party is actually prejudiced in its ability to defend such
action.


 


c.
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.


 


7.
Contribution.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 hereof to the fullest extent permitted
by law; provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6 hereof; (ii) no seller of Piggy-Back Registrable Securities guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
seller of Piggy-Back Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Piggy-Back Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of
such Piggy-Back Registrable Securities.


 




    	42



     


    

 


8.
Reports Under The Exchange Act. 


 


With
a view to making available to the Holder the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC
that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”)
the Company agrees to take commercially reasonable efforts to:


 


a.
make and keep public information available, as those terms are understood and defined in Rule 144;


 


b.
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by
the applicable provisions of Rule 144; and


 


c.
furnish to the Holder so long as the Holder owns Piggy-Back Registrable Securities, promptly upon request, (i) a written statement by
the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.
No Assignment Of Registration Rights.


 


The
registration rights and obligations under this Agreement shall not be assignable.


 


10.
Amendment Of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of both the Company and the Holder of the Piggy-Back Registrable Securities. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon the Holder and the Company.


 


11.
Miscellaneous.


 


a.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided a confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (iii)
one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive
the same. The addresses for such communications are as set forth on the signature page to this Agreement. Each Party shall provide five
(5) business days prior notice to the other Party of any change in address, phone number or facsimile number.


 


b.
Failure of any Party to exercise any right or remedy under this Agreement or otherwise, or delay by a Party in exercising such right
or remedy, shall not operate as a waiver thereof.


 


c.
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
The Parties submit to the jurisdiction of the state and federal courts in San Diego, California, and agree that any legal action or proceeding
relating to this Agreement may be brought in those courts.


 


d.
This Agreement and the Securities Purchase Agreement, Note, Warrant, and any other documents entered into between in connection with
the aforementioned documents constitute the entire set of agreements among the Parties hereto with respect to the subject matter hereof
and thereof.


 


e.
[Intentionally Omitted].


 


f.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.
This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Execution and
delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a Party shall constitute a valid and binding
execution and delivery of this Agreement by such Party. Such facsimile copies shall constitute enforceable original documents.


 




    	43



     


    

 


h.
Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.
All consents and other determinations to be made by the Holder pursuant to this Agreement shall be made, unless otherwise specified in
this Agreement, by the Holder holding a majority of the Piggy-Back Registrable Securities.


 


j.
The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent and no rules
of strict construction will be applied against any Party.


 


k.
The Company hereby represents to the Holder that: (i) it has voluntarily entered into this Agreement of its own freewill, (ii) it is
not entering into this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and
(iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this
Agreement, and represent the Company in connection with its entering into this Agreement.


 


l.
Notwithstanding anything in this Agreement to the contrary, the Parties hereto hereby acknowledge and agree to the following: (i) the
Holder makes no representations or covenants that it will not engage in trading in the securities of the Company; (ii) the Company has
not and shall not provide material non-public information to the Holder unless prior thereto the Holder shall have executed a written
agreement regarding the confidentiality and use of such information; and (iii) the Company understands and confirms that the Holder will
be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Holder effects any transactions in the securities
of the Company.


 


12.
Waiver.


 


The
Holder’s delay or failure at any time or times hereafter to require strict performance by Company of any undertakings, agreements
or covenants shall not waive, affect, or diminish any right of the Holder under this Agreement to demand strict compliance and performance
herewith. Any waiver by the Holder of any breach under this Agreement (a “RRA Breach”) shall not waive or affect any
other RRA Breach, whether such RRA Breach is prior or subsequent thereto and whether of the same or a different type. None of the undertakings,
agreements and covenants of the Company contained in this Agreement, and no RRA Breach, shall be deemed to have been waived by the Holder,
nor may this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced by an instrument
in writing specifying such waiver, amendment, change or modification and signed by the Holder.


 


13.
Payment Of Liquidated Damages.


 


With
respect to any liquidated damages or other fees incurred herein by the Company for failure to act in a timely manner, the Holder reserves
the rights to take payment of such amounts in cash or in Common Stock priced at the Conversion Price (as defined in the Note).


 


[Signature
Page Follows]


 




    	44



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Registration Rights Agreement to be duly executed on the day and year first
above written.


 


	 	THE
    COMPANY:
	 	 	 
	 	RESPIRERX
    PHARMACEUTICALS INC. 
	 	 	 
	 	By:	 
	 	Name:	Jeff
    Margolis
	 	Title:	Senior
    Vice President, Chief Financial Officer, Treasurer and Secretary
	 	Address:	126
    Valley Road, Suite C
	 	 	Glen
    Rock, New Jersey 07452
	 	 	 
	 	HOLDER:
	 	 	 
	 	«Investor»
	 	(entity
    name, if applicable)
	 	 	 
	 	By:	 
	 	Name:	«Investor_Signator»
	 	Title:	«Investor_title»
	 	Address:	«Investor_Address»
	 	 	«Investor_City»,
    «Investor_State» «Investor_Zip»


 


[End
of Exhibit B]


 




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