FORM
OF


 


CONVERTIBLE
PROMISSORY NOTE


 


	$[______]	[______],
    20[__]


 


FOR
VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (“RespireRx” or the “Borrower”),
with a mailing address at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452, hereby promises to pay, unless previously converted,
on the earlier of the business day following the first closing of the next exempt private securities offering of RespireRx, or,
if not converted or repaid earlier, then on February 28, 2019 (the “Final Maturity Date”), and to the order
of [___Name of lender__] (the “Lender”), with an address of [___Address of lender___], or at
such other place as the holder hereof may designate in writing, the principal sum of [__Amount in words ] Dollars
($[_Amount in numbers__]), together with interest thereon at the interest rate as set forth herein (the “Loan”).
The Lender’s books and records as to amounts due under this Note shall be conclusive absent manifest error.


 


Principal
and Interest. Principal and accrued interest thereon shall be immediately due and payable on February 28, 2019. Interest shall
accrue on the outstanding principal amount at a rate equal to 10% per annum. Interest shall be calculated on the basis of the
actual number of days elapsed and a year of 360 days. Each year that any principal is outstanding and unpaid, any accrued but
unpaid interest shall be added to the principal balance on the anniversary date of this Note.


 


Payments;
Prepayments.


 


(a)
Payment, when paid, shall be applied first to the payment of all interest accrued and unpaid on this Note and then to payment
on account of the principal hereof.


 


(b)
This Note may be prepaid in whole or in part at any time, without premium or penalty. Each prepayment must be accompanied by a
written notice of such prepayment indicating the amount of such payment to be applied as a prepayment of principal.


 


(c)
For clarity, Lender shall be entitled to retain the warrants described below, issued in connection with the Loan if the Loan is
repaid.


 


Conversion


 


Lender
shall have the right, but not the obligation to convert the principal and accrued interest of the Loan, into the first closing
of the next exempt private securities offering of RespireRx and if so converted, the loan shall be deemed cancelled, repaid or
otherwise deemed null and void and Lender shall become an investor is such offering and shall receive the securities being offered
in such offering. For clarity, Lender shall be entitled to retain the warrants described below, issued in connection with the
Loan if the Loan is converted.


 




    	 



    	 



    

 


Warrants


 


Lender
shall be entitled to receive, upon the making of the Loan, a common stock purchase warrant to purchase up to [__number__]
shares of RespireRx’s common stock, par value $0.001, for a period of five years from the date of issuance of the warrant,
at an exercise price of $1.50 per share of common stock. The warrant shall be substantially in the form attached hereto as Exhibit
A.


 


Default.
If the Borrower fails to make any payment when the same shall become due and payable, then the holder of this Note may declare
to the Borrower, in writing, the unpaid principal balance under this Note to be immediately due and payable (such notification,
a “Notice of Default”), and upon delivery of such Notice of Default to Borrower, such balance shall become
due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived,
and the holder of this Note shall be entitled to receive, to the extent lawful, all costs, including reasonable attorney’s
fees and expenses, for the collection of such amounts, and, in addition, as a one-time penalty, 10% of the amount of principal
plus accrued interest outstanding at the time the Notice of Default is received by Borrower. Interest shall continue to accrue
at a rate equal to 10% per annum from the date of the Notice of Default until all amounts including principal, interest, costs
and any penalties are paid.


 


Time
is of the Essence. Time is of the essence with respect to each and every term and provision of this Note.


 


Waiver.
The Borrower hereby waives, unless otherwise provided for in this Note, demand, notice of presentment, protest, notice of dishonor
and protest, rights or extension and any defense by reason of extension of time or other indulgences granted by the Lender.


 


Notices.
Any notice, presentation or demand to or upon the Borrower in respect of this Note may be given or made by being mailed by registered
or certified mail addressed to the Borrower at the address first written above or, if any other address shall at any time be designated
for this purpose by the Borrower in writing to the holder of this Note at the time of such notice, to such other address. Notice
shall be deemed received three (3) days after posting the same. Notice may also be given by hand-delivery.


 


Costs
and Expenses.


 


(a)
If the Lender retains the services of legal counsel in order to enforce any remedy available to the Lender under any document
or instrument evidencing or securing the Loan, attorney’s fees which are reasonable and actually incurred by the Lender
shall be payable on demand by the Borrower to the Lender, and the Borrower shall also pay on demand the cost of any and all other
costs reasonably incurred by the Lender in connection with proceedings to recover any sums due hereunder. Any such amounts not
paid promptly on demand shall be added to the outstanding principal balance of this Note and shall bear interest at the stated
interest rate of this Note until paid in full.


 




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(b)
Nothing contained herein shall limit or impair the obligation of the Borrower to pay any and all costs and expenses for which
the Borrower is otherwise liable to the Lender as provided by law.


 


Miscellaneous.


 


(a)
Any provision hereof found to be illegal, invalid or unenforceable for any reason whatsoever shall not affect the validity, legality
or enforceability of the remaining provisions hereof.


 


(b)
If the effective interest rate on this Note would otherwise violate any applicable usury law, then the interest rate shall be
reduced to the maximum permissible rate retroactively to the original date of this Note, and any payment received by the holder
in excess of the maximum permissible rate shall be treated as a prepayment of the principal of this Note.


 


(c)
This Note shall inure to the benefit of the Lender and its heirs, estate, personal representatives and legal guardians, endorsees
and assigns. This Note may not be assigned by either the Borrower or the Lender without the prior written consent of the other
party.


 


(d)
The descriptive headings of this Note are inserted for convenience only and shall not affect the meaning or construction of any
of the provisions of this Note.


 


(e)
The terms of this Note may be amended and any rights of the Lender hereunder may be waived only if such amendment or waiver is
in writing and is signed by the Lender and the Borrower.


 


Governing
Law. The validity, construction and enforceability of this Note shall be construed in accordance with and governed by the
laws of the State of Delaware, excluding rules relating to conflicts of law.


 


This
Note has been duly executed by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms. All covenants and promises in this Note shall bind the successors and permitted assigns of the Borrower.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Borrower has duly executed this Convertible Promissory Note effective as of the day and year first above
written.


 


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


 




    	 



     

    



 


EXHIBIT
A


 


FORM
OF WARRANT


 


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
OF SUCH SECURITIES (CONCURRED IN BY COUNSEL FOR THE COMPANY) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


 


WARRANT
TO PURCHASE COMMON STOCK


 


RespireRx
Pharmaceuticals Inc.


 


	Warrant
    Number: [__]	 	Initial
    Exercise Date: [________], 20[__]


 


THIS
WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [__Name__] or its/his/her
permitted assigns (the “Holder”) is entitled, upon the terms and conditions hereof, and subject to the limitations
on exercise hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and
on or prior to 5:00 p.m. New York time on December 30, 2023 (the “Termination Date”) but not thereafter, to
subscribe for and purchase from RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), [__number__]
] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price
of each share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), and may be
exercised on a cashless basis, as set forth in Section 2(c).


 


Section
1. Definition. ”Common Stock” as used in this Warrant means the common stock of the Company, par value
$0.001.


 




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Section
2. Exercise and Call Provision.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on any Business Day (as defined below) on or after the Initial Exercise Date and on or before the Termination Date
by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of the Holder appearing on the books of the Company) of a duly completed and executed facsimile or electronic
mail copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). The Company shall use reasonable
best efforts to not affect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any
portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and
treated as if never made, to the extent that after giving effect to such exercise, the Holder together with any parties with whom
or with which the Holder’s ownership interest must be aggregated (“Attribution Parties”), collectively
would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held
by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the
other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned
by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained
in this Section 2(a). For purposes of this Section 2(a), beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules promulgated thereunder. For
purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant
without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other more
recent written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding
(the “Reported Outstanding Share Number”). If the Company receives a Notice of Exercise from the Holder at
a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company
shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice
of Exercise would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(a), to exceed
the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such
Notice of Exercise (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii)
as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction
Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business
Day (as defined below) confirm orally and in writing or by electronic mail 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 Warrant, by the Holder and any other Attribution Party since
the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock
to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under
Section 13(d) of the 1934 Act and the rules promulgated thereunder), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer
the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, (i)
the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares, and (ii) the Holder shall
provide any documentation reasonably requested by the Company to effect such cancellation on the records of the Company and its
transfer agent. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any
such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants
issued in connection with the Purchase Agreement that is not an Attribution Party of the Holder. For purposes of clarity, the
shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed
to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the 1934 Act or Rule 16a-1(a)(1)
promulgated under the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on
the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
2(a) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent
with the intended beneficial ownership limitation contained in this Section 2(a) or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply
to a successor holder of this Warrant. Within three (3) Business Days (as defined below) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price (as defined below) for the shares specified in the applicable Notice of
Exercise by wire transfer in immediately available funds or cashier’s check drawn on a United States bank in immediately
available funds. A “Business Day” means any day other than a Saturday or Sunday or any day that national commercial
banks in New York City, New York are authorized or required to close or any day that the NADSAQ stock markets or any other nationally
recognized stock markets are closed. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant
has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three
(3) Business Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company,
either directly or through its representative, shall maintain, or cause to be maintained, records showing the number of Warrant
Shares purchased and the date of such purchases, which records shall be deemed to be accurate absent manifest error. The Company
shall deliver any objection to any Notice of Exercise within two (2) Business Days of actual receipt of such notice. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof.


 




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b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant initially shall be $1.50 per share,
subject to adjustment hereunder (including, without limitation, under Sections 2 and 3 hereof) (as adjusted, the “Exercise
Price”).


 


c)
Cashless Exercise. This Warrant may be exercised at any time permitted hereunder, subject to the Limitation set forth in
Section 2(a), by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for
the number of Warrant Shares equal to the quotient obtained by the following formula:


 





		(A-B)*(X)


     (A)


	 









 


Where:


 


(A)
= the Closing Price on the Trading Day immediately preceding the date of such election (“Trading Day” means any Business
Day, or, if the Common Stock of the Company is traded on an exchange, the OTC BB or other quotation system, then any Business
Day on which such exchange, the OTC Bulletin Board or quotation system is open for trading the Common Stock of the Company);


 


(B)
= the Exercise Price of this Warrant, as adjusted; and


 


(X)
= the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of
a cash exercise rather than a cashless exercise.


 


As
used herein, “Closing Price”, shall mean the first of the following clauses that applies: (1) if, at the time
of any such calculation, the Common Stock is listed or quoted on the American Stock Exchange, or the New York Stock Exchange,
or the NASDAQ Market, the NASDAQ Capital Market or the Archipelago Exchange, or OTC Markets QB or OTX Markets QX, the Closing
Price shall be the closing or last sale price reported for the last business day immediately preceding the date of any such calculation;
(2) if, at the time of any such calculation, the Common Stock is quoted on the OTC Bulletin Board or listed in the “Pink
Sheets” published by the National Quotation Bureau Inc. or a similar agency or organization succeeding to its function or
reporting prices, the Closing Price shall be the average of the closing prices reported for the last five (5) days during which
the Common Stock actually traded and for which a closing price is available immediately preceding the date of any such calculation,
or (3) in all other cases, the Closing Price of a share of Common Stock shall be the price determined by an independent
appraiser selected in good faith by the Holder and reasonably acceptable to the Company.


 


d)
Mechanics of Exercise.


 


i.
Delivery of Certificates Upon Exercise. Certificates for shares issuable upon the exercise hereof shall be transmitted
by the transfer agent of the Company to the Holder by crediting the account of the Holder’s broker with the Depository Trust
Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in
such system and such shares are eligible for legend removal, and otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise on the date that is no more than three (3) Business Days after the latest of (A) the delivery
to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise
Price as set forth above (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed
to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder
of record of such shares for all purposes, upon delivery of Notice of Exercise, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the
case may be) in the case of a cashless exercise and, if a cash exercise, then subject to payment to the Company of the Exercise
Price in good funds by either certified check, wire transfer or other similar payment method and all taxes required to be paid
by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance of such shares, having been paid.


 




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ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.
Rescission Rights. If the Company fails to transmit, or to cause the transfer agent of the Company to transmit, to the
Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise.


 


iv.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v.
Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued
in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment
Form attached hereto (the “Assignment Form”) duly executed by the Holder and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


vi.
Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


vii.
Acquisitions. If at any time while this Warrant is outstanding there is an Acquisition (as defined below) in which the
Company is not the surviving entity, then the Holder shall receive from any surviving entity or successor to the Company, in exchange
for this Warrant, a new warrant in the surviving entity or successor to the Company substantially in the form of this Warrant
and with an exercise price adjusted to reflect the nearest equivalent exercise price of common stock (or other applicable equity
interest) of the surviving entity that would reflect the economic value of this Warrant, but in the surviving entity. An “Acquisition”
shall mean the closing of a merger, share exchange, consolidation, acquisition of all or substantially all of the assets or stock,
reorganization or liquidation of the Company that results in the stockholders of the Company immediately prior to such transaction
owning less than 50% of the voting capital stock of the Company (or its successor or parent corporation) immediately after the
transaction or, in the case of a sale of assets or liquidation, the Company owning after the transaction less than substantially
all of the assets owned by the Company prior to the transaction (other than an issuance of equity securities for the primary purpose
of raising capital) or any other event that constitutes a “Capital Change” under the Company’s Second Restated
Certificate of Incorporation, as it may be amended, restated or otherwise modified from time to time. The Holder shall execute
all documentation required to be executed by the Company or the acquirer or successor of the Company in connection with the Acquisition,
including, without limitation, escrow, indemnification and other similar agreements. Subject to and to the extent permitted by
applicable law, the Company will endeavor to notify the Holder of any proposed Acquisition at least 30 days prior to the date
of any Acquisition (or such shorter period as reasonably practicable under the circumstances); provided that the failure
to so notify the Holder shall not in any way impair the Acquisition.


 




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e.
Call Provision. If at any time prior to the expiration of, or the exercise by the Holder of this Warrant the closing price
of Company’s Common Stock closes at $2.50 or more for five (5) consecutive trading days (the “Trading Price Condition”),
the Company shall have the right to call, redeem and cancel this Warrant on the tenth day after written notice by the Company
to the Holder and payment to the Holder in cash of $0.001 per Warrant Share. To effectively exercise this call provision, such
written notice of intent to exercise the call provision under this Section 2(e) must be provided by the Company by the close of
business on the second trading day following satisfaction of the Trading Price Condition. The Holder may exercise this Warrant
on a cash or cashless basis after written notice by the Company, but before the tenth day after such written notice, which exercise
shall nullify the Company’s right to call, redeem and cancel this Warrant. Failure by the Company to provide timely notice
shall preclude the Company from exercising this call provision with respect to the satisfaction of the Trading Price Condition
over that five (5) consecutive trading day period but shall not preclude the Company from exercising this call provision with
respect to satisfaction of the Trading Price Condition over any other subsequent five (5) consecutive trading days. The Company
may not call, redeem or cancel any portion of this Warrant that may not be exercised during the ten (10) day notification period
pursuant to the restrictions on exercise in Section 2(a).


 


Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Calculations. All calculations under this Section 3 shall be made to the nearest 1/100th of a cent or the nearest
1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any)
issued and outstanding.


 




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c)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company shall promptly
mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock, (B) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, or (C) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the Company, any of the events in Section 3.(c)ii (A), (B)
or (C) being an “Event”, then, in each case, the Company shall cause to be mailed to the Holder at its last
address as it shall appear upon the Warrant Register (as defined below) of the Company, at least ten (10) calendar days prior
to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record shall be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such Event is expected to become effective or close, as applicable, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such Event; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such
notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the Event triggering such notice except as may otherwise be expressly set forth herein.


 


Section
4. Transfer of Warrant.


 


a)
Transferability. Subject to compliance with any applicable securities laws, the conditions set forth in Section 4(d) hereof,
and the prior written consent of the Company, this Warrant and all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated
agent, together with an Assignment Form duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be
exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 




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c)
Warrant Register. The Company shall, either directly or through its representative, record or cause to be recorded, this
Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name
of the record Holder hereof from time to time, which Warrant Register shall be deemed to be accurate absent manifest error. The
Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or
current public information requirements pursuant to Rule 144 promulgated under the Securities Act, the Company may require, as
a condition of allowing such transfer, that the Holder or transferee of this Warrant satisfy any other reasonable conditions established
by the Company, including, without limitation, a legal opinion reasonably acceptable to the Company with respect to such transfer.


 


e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act. The Holder acknowledges that the
Warrant Shares will not be registered under the Securities Act of 1933, as amended, or any applicable statute or foreign securities
law, and will therefore not be freely transferable.


 


Section
5. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


 




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d)
Authorized Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the trading market upon which the Common Stock may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except
and to the extent waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or reasonably appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or reasonably appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


e)
Jurisdiction. This Warrant is a contract between the Company and the Holder and its terms shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York,
without giving effect to any choice or conflict of law provision or rule of that or any other jurisdiction. The Company and each
Holder irrevocably consent to the jurisdiction of the United States federal courts and the state courts located in New York City,
in any suit or proceeding based on or arising under this Warrant and irrevocably agree that all claims in respect of such suit
or proceeding may be determined in such courts. The Company and each Holder irrevocably waives the defense of an inconvenient
forum to the maintenance of such suit or proceeding in such forum. The Company further agrees that service of process upon the
Company mailed by first class mail shall be deemed in every respect effective service of process upon the Company in any such
suit or proceeding. Nothing herein shall affect the right of any Holder to serve process in any other manner permitted by law.
The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.


 




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f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


g)
Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that
all rights hereunder terminate on the Termination Date.


 


h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company
shall be deemed delivered the day after the date sent if sent by overnight courier, the same day sent if sent by facsimile transmission
or email with confirmation of receipt by the Holder, or three (3) days after deposit with the US Postal Service if sent via certified
mail or first class mail if sent to the Holder at the address, facsimile number or email address provided by the Holder as of
the last date on which Holder communicated in writing such contact information to the Company.


 


i)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


j)
Successors and Assigns. Subject to applicable securities laws, the provisions and limitations of this Warrant, and the
prior written consent of the Company, the rights and obligations evidenced hereby shall inure to the benefit of and be binding
upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. Such successors or
permitted assigns of the Holder shall be deemed to be the Holder for all purposes hereunder. The provisions of this Warrant are
intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder
of Warrant Shares. Nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable
right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


k)
Entire Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to
the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter.


 


l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


o)
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely
to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it
may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated
hereby.


 


(Signature
Page Follows)


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the [__] day
of [____], 20[__].


 


	 	RespireRx
    Pharmaceuticals Inc. 
	 	 	 
	 	By:	
	 	Name:	Jeff
    Eliot Margolis
	 	Title:
    	Senior
    Vice President, , Treasurer and Secretary 


 





	 Investor
                                         Initials:

                                                
	 








    	 



     

    

 


AGREED
AND ACCEPTED:


 


[HOLDER]


 


Signature:
________________________


 


Name
(print): ______________________


 


Address:
_________________________


 


                _________________________


 


               _________________________


 


Email:
_________________________


 


Facsimile
Number: _________________


 


Investor
Warrant Signature Page


 


	 Investor
                                         Initials:

                                                
	 







    	 



     

    

 


NOTICE
OF EXERCISE


 


To:
RespireRx Pharmaceuticals Inc.


 


(1)
The undersigned, pursuant to the provisions set forth in the attached Warrant No. ______, hereby irrevocably elects to purchase
(check applicable box):


 


[  ]
____________ shares of the Common Stock of RespireRx Pharmaceuticals Inc. covered by such Warrant.


 


(2)
The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such
Warrant. Such payment takes the form of (check applicable box or boxes):


 


[  ]
$__________ in lawful money of the United States; and/or


 


[  ]
pursuant to Section 2(c) of the Warrant being exercised, the cancellation of such portion of such Warrant as is exercisable for
a total of _________ Warrant Shares (using a Closing Price of $_______ per share for purposes of this calculation).


 


(3)
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name
as is specified below:


 


_____________________________________________


 


_____________________________________________________


(please
print or type name and address)


 


_____________________________________________________


(please
insert social security or other identifying number)


 


The
Warrant Shares shall be delivered to the following:


 


_______     ___________________________________________


 


_______     ___________________________________________


 


_______     ___________________________________________


(please
print or type name and address)


 


and
if such number of shares of Common Stock shall not be all the shares evidenced by this Warrant Certificate, that a new Warrant
for the balance of such shares be registered in the name of, and delivered to, Holder.


 


_______________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


Investor
Initials: _________________


 




    	 



     

    

 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended (“Reg D”), or is one of less than 35 non-accredited investors that participated
in the exempt private placement pursuant to Rule 506(b) of Reg D.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: _________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ___________________________________________


 


Name
of Authorized Signatory: _____________________________________________________________


 


Title
of Authorized Signatory: ______________________________________________________________


 


Date:
_________________________________________________________________________


 




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ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


_______________________________________________
whose address is


 


__________________________________________________________.


 


__________________________________________________________


 


Dated:
______________, _______


 


	 	Holder’s
    Signature:	_____________________________	 
	 	 	 	 
	 	Holder’s
    Address:	_____________________________	 
	 	 	 	 
	 	 	_____________________________	 


 


Assignee’s
Signature: ___________________________________________


 


Company’s
Signature: ___________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 




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	 	 	Investor Initials: