Exhibit
99.4


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2020, is entered into by and between RespireRx
Pharmaceuticals Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability
company (the “Purchaser” or “Holder”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company (i) a 10% convertible note of the Company, in the form attached hereto as Exhibit A, in the
principal amount of $75,000.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with
respect thereto in accordance with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”)
of common stock, par value $0.001 per share (the “Common Stock”), of the Company, upon the terms and subject to the
limitations and conditions set forth in such Note; and (ii) a common stock purchase warrant, in the form attached hereto as Exhibit
B, permitting the Holder to purchase 3,750,000 shares (“Warrant Shares”) of Common Stock of the Company for an exercise
price of $0.007 per share, subject to the terms and conditions therein contained (together with any common stock purchase warrant(s)
issued in replacement thereof or otherwise with respect thereto in accordance with the terms thereof, the “Warrant”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


1.
Purchase and Sale of Note.


 


a)
Purchase of Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser,
and the Purchaser agrees to purchase from the Company, the Note and the Warrant for an aggregate purchase price of $68,250.00
(“Purchase Price”).


 


b)
Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds, in accordance with the Company’s written instructions as provided in the disbursement authorization dated July 30,
2020 and signed by the Company (the “Disbursement Authorization”), simultaneously with delivery of the Note and the
Warrant, and (ii) the Company shall deliver such Note and the Warrant duly executed on behalf of the Company to the Purchaser,
simultaneously with delivery of such Purchase Price.


 


c)
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 8 and Section
9 below, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the first business
day following the date hereof or such other mutually agreed upon time (the “Closing Date”)


 




    	 	 	 



     


    

 


2.
Purchaser’s Representations and Warranties. The Purchaser represents and warrants to the Company that:


 


a)
Investment Purpose. Purchaser is acquiring the Note, the Conversion Shares, the Warrant
and the Warrant Shares (collectively, the “Securities”) for its own account and not with a view towards, or for resale
in connection with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by
making the representations herein, Purchaser does not agree, or make any representation or warranty, 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. The Purchaser is acquiring the Securities hereunder in the ordinary
course of its business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any
person to distribute any of the Securities in violation of applicable securities laws.


 


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


 


c)
Reliance on Exemptions. The Purchaser 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 Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire the Securities.


 


d)
Information. The Purchaser and its advisors, if any, have been 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
Purchaser or its advisors. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the
Company regarding its business and affairs.


 


e)
Governmental Review. The Purchaser 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.


 






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f)
Transfer or Re-sale. The Purchaser 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) such shares are included and sold
in a qualified offering pursuant to Regulation A under the 1933 Act, (c) the Purchaser shall have delivered to the Company, at
the cost of the Purchaser, an opinion of counsel 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, (d) 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 Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is
an Accredited Investor, (e) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (f) the Securities
are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Purchaser shall
have delivered to the Company, at the cost of the Purchaser, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate transactions; (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 or sell such Securities
under the 1933 Act or any state securities laws 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 Purchaser in effecting such pledge of Securities
shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to
this Agreement or otherwise.


 


g)
Legends. The Purchaser understands that until such time as any of the Note, Warrant, and, upon conversion of the Note and/or
exercise of the Warrant in accordance with its respective terms, the Conversion Shares and/or the Warrant Shares, have been registered
under the 1933 Act or may be sold pursuant to Regulation A, Rule 144, Rule 144A under the 1933 Act, 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, the
Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of the certificates for such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
OR EXERCISABLE 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, (B) INCLUSION IN A QUALIFIED OFFERING PURSUANT TO REGUALTION A UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (C) 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 SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION
S, 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.”


 




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The
legend set forth above shall be removed and the Company shall issue a certificate 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 under the 1933 Act or included in a sale pursuant to a qualified offering under
Regulation A 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 Purchaser provides a legal counsel opinion to the effect that a public sale or transfer of such Security may be made without
registration under the 1933 Act, which opinion may 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 Purchaser 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.


 


h)
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Purchaser and has been duly executed
and delivered on behalf of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser 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.


 


i)
Residency. The Purchaser is a resident of the jurisdiction set forth immediately below the Purchaser’s name on the
signature pages hereto.


 


3.
Representations and Warranties of the Company. Except as disclosed by the Company in the publicly filed SEC Documents (as
defined in this Agreement) the Company represents and warrants to the Purchaser, as of the date hereof and the Closing Date, that:


 


a)
Organization and Qualification. The Company 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. The SEC
Documents set forth a list of all of the Subsidiaries of the Company. The Company 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 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. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any controlling equity or other controlling ownership interest.


 




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


 


c)
Capitalization: As of March 31, 2020, the authorized capital stock of the Company consisted of 65,000,000 authorized shares
of Common Stock, of which 33,693,853 shares were issued and outstanding, and 37,500 authorized shares of Series B Preferred Stock,
of which 11 were issued and outstanding. All of such outstanding shares of capital stock of the Company and the Conversion Shares,
were, 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 filings of the Company (i) there are no outstanding options, warrants, scrip,
rights to subscribe for, puts, calls, rights of first refusal, 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 Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound
to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements
under which the Company or any of its 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. The Company
has furnished to the Purchaser 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. As of April 30, 2020, the Company increased its authorized number of shares Common Stock from
65,000,000 to 1,000,000,000 (one billion). As of July 10, 2020, there were 255,348,182 shares of Common Stock outstanding. On
July 13, 2020, the Company filed a certificate of designation, preferences, rights and limitations of its Series H Preferred Stock
(“Series H Preferred Stock”) with the Secretary of State of the State of Delaware. The Company designated 1,200 shares
of Series H Preferred Stock with a par value of $0.001 and a stated value of $1,000.00 per share. The Series H Preferred Stock
has 2% dividend rate per annum and is convertible, subject to certain blocker and other provisions, at $0.0064 divided into stated
value, into shares of Common Stock and Warrants in equal numbers multiplied by the number of Series H Preferred Shares issued.
1,100 shares of Series H Preferred Stock were issued on July 13, 2020. The Series H Preferred Stock is more fully described in
the Company’s filing on Form 8-K on July 13, 2020.


 


d)
Issuance of Shares. The Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, upon
conversion of the Note or exercise of the Warrant, as the case may be, in accordance with their respective 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.


 






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e)
Acknowledgment of Dilution. The Company’s executive officers and directors understand the nature of the Securities
being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings
of other holders of the Company’s equity or rights to receive equity of the Company. The Board of Directors of the Company
has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company.
The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes and Warrant
Shares upon exercise of the Warrant is binding upon the Company and enforceable regardless of the dilution such issuance may have
on the ownership interests of other stockholders of the Company or parties entitled to receive equity of the Company.


 


f)
No Conflicts. The execution, delivery and performance of this Agreement, and the Note and the Warrant 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 and Warrant Shares) will not (i) conflict with or result in a violation
of any provision of the Company’s 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, indenture, patent,
patent license or instrument to which the Company or any of its Subsidiaries is a party and that is not filed as an SEC Document
or other document filed with the SEC, 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 are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company
or any of its 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). The Company is not
in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of
its 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 Subsidiaries in default) under, and neither the Company nor any of its 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 Subsidiaries is a party or by which any property or assets of the Company
or any of its 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 Subsidiaries, if any, are not being conducted, and shall
not be conducted so long as the Purchaser 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 and the Warrant in accordance with
the terms hereof or thereof or to issue and sell the Securities in accordance with the terms hereof and thereof and to issue the
Conversion Shares and the Warrant 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 in this Agreement) and does not reasonably
anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


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 (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 hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver
to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of
1934, as amended (“1934 Act” or “Exchange Act”), 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). 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
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, 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.


 




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h)
Absence of Certain Changes. Since March 31, 2020, 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 Subsidiaries.


 


i)
Absence of Litigation. 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 Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect that has not be disclosed in the SEC Documents. The public filings 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 Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


j)
Patents, Copyrights, etc. The Company and each of its 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 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 Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property
or other rights held by any person and/or entity; 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 Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of their Intellectual Property.


 


k)
No Materially Adverse Contracts, Etc. Neither the Company nor any of its 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 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.


 




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l)
Disclosure. No event or circumstance has occurred or exists with respect to the Company or any of its 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.


 


m)
Brokers. The Company hereby represents and warrants that it has not hired, retained or dealt with any broker, finder, consultant,
person, firm or corporation (“Broker”) in connection with the negotiation, execution or delivery of this Agreement
or the transactions contemplated hereunder. The Company covenants and agrees that should any claim be made against Purchaser for
any commission or other compensation by the Broker, based upon the Company’s engagement of such person in connection with
this transaction, the Company shall indemnify, defend and hold Purchaser harmless from and against any and all damages, expenses
(including attorneys’ fees and disbursements) and liability arising from such claim. The Company shall pay the commission
of the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company and the Broker.


 


n)
Permits; Compliance. The Company and each of its 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 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, 2020, neither the Company nor any of its 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 except as may be disclosed in the SEC Documents.


 


o)
Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such coverage, amounts as are prudent and customary in the businesses in which the Company is engaged,
including, but not limited to, directors and officer’s insurance coverage with coverage amounts that are at least equal
to the aggregate Purchase Price. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business without a significant increase in cost.


 


p)
No “Shell”. As of the date of this Agreement the Company is an operating company and, either (i) is not or
has never been a “shell issuer” as defined in Rule 144(i)(2) or (ii) at least 12 months have passed since the Company
filed Form 10 Type information indicating it is not a “shell issuer” (and supporting the claim that it is no longer
a shell company), filed all required reports for at least twelve consecutive months after the filing of the respective Form 10
information, and has therefore complied with Rule 144(i)(2).


 




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q)
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended
on the basis of being a “bad actor”.


 


r)
Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to
the contrary it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree,
nor has any Purchaser agreed, to desist from purchasing or selling, securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold the Securities for any specified term; (ii) each Purchaser shall not be deemed
to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.


 


s)
Sarbanes-Oxley Act. The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof.


 


4.
COVENANTS.


 


a.
Best Efforts. The parties shall use their 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 when applicable to timely file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof to the Purchaser 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 Purchaser 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 Purchaser on or prior to the Closing Date.


 


c.
Use of Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes, marketing
and sales, product development, key personnel recruiting and business development purposes, and shall not, directly or indirectly,
use such proceeds for (i) the repayment of any other debt issued in corporate finance transactions, (ii) 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 (iii) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company. Notwithstanding
the foregoing, the proceeds from the sale of the Securities may be used to reimburse any officers or directors for any advances
made to the Company by such officers or directors.


 




    	9



     


    

 


d.
Financial Information. Upon written request of the Purchaser, the Company agrees to within (3) three days of the written
request send or make available the following reports filed with the SEC or OTC Markets Group to the Purchaser: a copy of its Annual
Report and its Quarterly Reports and any Supplemental Reports; (ii) copies of all press releases issued by the Company or any
of its Subsidiaries; and (iii) copies of any notices or other information the Company makes available or gives to such shareholders.
Notwithstanding the foregoing, the Company shall not disclose any material nonpublic information to the Purchaser without its
consent unless such information is disclosed to the public prior to or promptly following such disclosure to the Purchaser. Purchaser
acknowledges that such information is currently available on the Company’s website at www.respirerx.com and in the SEC Documents.


 


e.
Listing. The Company will, so long as the Purchaser owns any of the Securities, maintain the listing and trading of its
Common Stock on the Principal Market, 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 Purchaser copies of any notices it receives from the SEC, OTC Markets Group and any
other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common
Stock for listing on such exchanges and quotation systems, provided that it shall not provide any notices constituting material
nonpublic information. If at any time while the Note and the Warrant are outstanding the Company fails to maintain the listing
and trading and of its Common Stock, or fails in any way to comply with the Company’s reporting/ filing obligations such
failure(s) will result in liquidated damages of fifteen thousand dollars ($15,000), being immediately due and payable to Purchaser
at its election in the form of cash payment or addition to the balance of the Note.


 


f.
Corporate Existence. So long as the Purchaser beneficially owns any Securities, the Company shall maintain its corporate
existence and shall not 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
and (ii) is a publicly traded corporation whose Common Stock is listed for trading on a Principal Market.


 


g.
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.


 


h.
Securities Laws Disclosure; Publicity. The Company shall comply with applicable securities laws by filing a Current Report
on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated
hereby.


 


i.
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this
Agreement, the Company covenants and agrees that neither it nor any other person acting on its behalf will provide the Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. Notwithstanding the foregoing, an offering pursuant to an equity line arrangement and any related S-1 registration
statement and an offering on Form 1-A (Regulation A Offering) shall be excepted from this Section 4(i).


 




    	10



     


    

 


j.
Subsidiaries. So long as the Note remains outstanding, the Company shall cause each of its Receiving Subsidiaries (as defined
below), if any, whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days
after such Receiving Subsidiary is formed or acquired) to guarantee certain obligations of the Company hereunder by way of execution
of a guaranty agreement in the form attached hereto as Exhibit D. For the purposes of this Section 4(j), “Receiving Subsidiary”
means any Subsidiary to which the Company contributes a material amount of assets after the date hereof.


 


k.
Insurance. So long as the Note and the Warrant remains outstanding, the Company shall maintain in full force and effect
insurance reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss
or damage and loss of income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which
it is customary for companies similarly situated to the Company to insure, including without limitation applicable product liability
insurance, required workmen’s compensation insurance, and other insurance covering injury or damage to persons or property,
but excluding directors and officers insurance coverage. The Company shall promptly furnish or cause to be furnished evidence
of such insurance to the Purchaser, in form and substance reasonably satisfactory to the Purchaser.


 


l.
This section is intentionally omitted.


 


m.
Future Financings: From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the
event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable
for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance
of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are
more favorable to such investors as the terms and conditions granted under this Agreement, the Note, the Warrant or any document
provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”),
then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser
the benefit of such more favorable terms or conditions. Promptly following a request to the Company, the Company shall provide
Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents.
Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance
reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s
receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement
shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company
shall pay to the Purchaser $100.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement
such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the
option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance
with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the
terms of the Note. Notwithstanding the foregoing, an offering pursuant to an equity line arrangement and any related registration
statement and an offering on Form 1-A (Regulation A Offering) shall be excepted from this Section 4(m).


 




    	11



     


    

 


n.
Piggyback Registration Rights. The Company hereby grants to the Purchaser the registration rights set forth on Exhibit
C hereto.


 


o.
This section is intentionally omitted.


 


p.
This section is intentionally omitted.


 


5.
Transfer Agent Instructions. Upon receipt of a duly executed Notice of Conversion or Exercise Notice, the Company shall
issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee,
for the Conversion Shares and/or Warrant Shares in such amounts as specified from time to time by the Purchaser to the Company
upon conversion of the Note or exercise of the Warrant, or any part thereof, 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 and the Securities (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 and/or Warrant Shares under the 1933 Act or the date on which the Conversion
Shares or Warrant Shares may be sold pursuant to Rule 144, Section 4(a)(1) of the Securities Act (“Section 4(a)(1)”),
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, and stop
transfer instructions to give effect to hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration
of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares or Warrant Shares may
be sold pursuant to Rule 144, Section 4(a)(1), or other applicable exemption without any restriction as to the number of Securities
as of a particular date that can then be immediately sold), 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 and the Warrant; (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 Conversion Shares or Warrant Shares
to be issued to the Purchaser upon conversion of or otherwise pursuant to the Note and the Warrant as and when required by the
Note and the Warrant and this Agreement; and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair,
delay, and/or hinder 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 or Warrant Shares issued to the Purchaser upon conversion or exercise
of or otherwise pursuant to the Note or the Warrant as and when required by the Note, the Warrant and this Agreement. Nothing
in this Section shall affect in any way the Purchaser’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 Purchaser provides 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 Purchaser provides reasonable assurances that the Securities can be sold pursuant to Rule 144, Section 4(a)(1),
or other applicable exemption, the Company shall permit the transfer, and, in the case of the Conversion Shares or Warrant Shares,
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 Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Purchaser, 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 Purchaser 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.


 




    	12



     


    

 


6.
Injunction Posting of Bond. In the event the Purchaser shall elect to convert the Note or exercise the Warrant or any parts
thereof, the Company may not refuse conversion or exercise based on any claim that Purchaser or anyone associated or affiliated
with Purchaser has been engaged in any violation of law, or for any other reason. In connection with any injunction sought or
attempted by the Company, the Company shall be required to post a bond at least equal to the greater of either: (i) the outstanding
principal amount of the Note; and (ii) the market value of the Conversion Shares and Warrant Shares sought to be converted, exercised
or issued, based on the sale price per share of Common Stock on the principal market on which it is traded.


 


7.
Delivery of Unlegended Shares.


 


a)
Within one (1) business day (such first business day being the “Unlegended Shares Delivery Date”) after the
business day on which the Company has received from the Purchaser (i) a notice of conversion, (ii) a representation that the requirements
of Rule 144, Section 4(a)(1), or any other applicable exemption have been satisfied, and (iii) an opinion of counsel in form,
substance and scope customary for opinions of counsel in comparable transactions to the effect that the shares to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration, the Company shall deliver such shares of Common Stock
without any legends including the legend set forth in Section 2(g) above (the “Unlegended Shares”); and (z)
cause the issuance of the Unlegended Shares to the Purchaser via express courier, by electronic transfer, or otherwise as requested
by the Purchaser, on or before the Unlegended Shares Delivery Date.


 




    	13



     


    

 


b)
The Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could
result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees
(as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $100.00
per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company
fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee
holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares
subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock
or (ii) the parity value of the Default Sum to be paid (as defined in Section 3.16 of the Note) (“Unlegended Redemption
Amount”). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.


 


8.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
and the Warrant to the Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following
conditions 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 Purchaser shall have executed this Agreement and delivered the same to the Company.


 


b)
The Purchaser shall have delivered the Purchase Price to the Company.


 


c)
The representations and warranties of the Purchaser 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 Purchaser 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 Purchaser 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.


 


2.
Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note
and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions,
provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its
sole discretion:


 


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


 




    	14



     


    

 


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


 


c)
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to
and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to
Purchaser prior to Closing).


 


d)
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 the 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.
The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited
to certificates with respect to the Company’s Certificate of Incorporation, By-laws, and Board of Directors’ resolutions
relating to the transactions contemplated hereby.


 


e)
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.


 


f)
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.


 


g)
The Conversion Shares and Warrant Shares shall have been authorized for quotation on the Principal Market and trading of the Common
Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.


 


3.
Governing Law; Miscellaneous.


 


a)
Governing Law. 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 thereof or any other State. Any action
brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be brought
only in the state courts located in the state and county of New York or in the federal courts located in the state and county
of 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. The
parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the
Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any
provision of this Agreement or any other agreement 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 any agreement. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement or any other transaction document contemplated hereby 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.


 




    	15



     


    

 


b)
Removal of Restrictive Legends. In the event that Purchaser has any shares of the
Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits
to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares
pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses
or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent
the removal of such restrictive legends) to render documents or certificates required for the removal of the restrictive legends,
then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel
to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing
such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further
confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser,
and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered
in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without
any restrictive legends and otherwise freely transferable on the books and records of the Company.


 


c)
Filing Requirements. From the date of this Agreement until the Note and the Warrant are no longer outstanding, the Company
will timely and voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered
pursuant to Section 12(g) of the 1934 Act, whether or not the Company is then subject to such reporting requirements, and comply
with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use reasonable
efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder)
to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until
the Notes and the Warrant are no longer outstanding. The Company will maintain the quotation or listing of its Common Stock on
the OTCQX, OTCQB, OTC Pink, New York Stock Exchange, NASDAQ Stock Market, NYSE MKT, or other applicable principal trading exchange
or market for the Common Stock (whichever of the foregoing is at the time the principal trading exchange or market for the Common
Stock) (the “Principal Market”), and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Purchaser with
copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal
Market. As of the date of this Agreement and the Closing Date, the OTCQB is the Principal Market. Until the Note and the Warrant
is no longer outstanding, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal
Market.


 




    	16



     


    

 


d)
Fees and Expenses. On or prior to the Closing, the Company shall pay or reimburse to Purchaser a non-refundable, non-accountable
sum equal to $1,000.00 for the fees, costs and expenses (including without limitation due diligence and administrative expenses)
incurred by the Purchaser in connection with the Purchaser’s due diligence and negotiation of the Transaction Documents
and consummation of the Transactions. The Purchaser may withhold and offset the balance of such amount from the payment of its
Purchase Price otherwise payable hereunder at Closing, which offset shall constitute partial payment of such Purchase Price in
an amount equal to such offset. Except as expressly set forth in this Agreement, the Note, the Warrant or the Disbursement Authorization
to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchaser. The Disbursement Authorization includes a disbursement of $3,500.00 to Purchaser’s
legal counsel for the Purchaser’s legal fees.


 


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 claim, action or proceeding that may be brought by the Purchaser in
order to enforce any right or remedy under the Note. Notwithstanding any provision to the contrary contained in herein or under
the Note, it is expressly agreed and provided that the total liability of the Company under the Note for payments 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 in the nature of interest that the Company may be obligated to pay under the Note or herein exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Note 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 the Note from the effective date 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 Purchaser
with respect to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser 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 Purchaser’s election.


 




    	17



     


    

 


f)
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


g)
Severability. In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision hereof.


 


h)
Entire Agreement; Amendments. This Agreement 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 Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the Purchaser.


 


i)
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, email 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 email or facsimile with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email address or facsimile 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:


 


	Purchaser:	EMA
    Financial, LLC 
	 	40
    Wall Street, 17th Floor
	 	New
    York, NY 10005
	 	Attn:
    Felicia Preston
	 	Email:
    admin@emafin.com
	 	 
	Company:	RespireRx
    Pharmaceuticals, Inc.
	 	126
    Valley Road
	 	Suite
    C
	 	Glen
    Rock, NJ 07452
	 	Attn:
    Jeff Eliot Margolis
	 	Email:
    jmargolis@respirerx.com


 




    	18



     


    

 


With
a copy by e-mail only to (which copy shall not constitute notice):


 


FAEGRE
DRINKER BIDDLE & REATH LLP


One
Logan Square, Suite 2000


Philadelphia,
PA 19103


Attention:
Elizabeth Diffley


Email:
Elizabeth.diffley@faegredrinker.com


 


Each
party shall provide notice to the other party of any change in address.


 


j)
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 Purchaser 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 Purchaser may assign its rights
hereunder to any person that purchases Securities in a private transaction from the Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


k)
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.


 


l)
Survival. The representations and warranties of the Company 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 Purchaser.
The Company agrees to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss
or damage arising as a result of or related to any breach or alleged breach by the Purchaser 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.


 


m)
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.


 


n)
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.


 


o)
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Purchaser 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 will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Agreement, that the Purchaser 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 and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security being required.


 


p)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Any signature transmitted
by facsimile, e-mail, or other electronic means shall be deemed to be an original signature.


 


[signature
page to follow]


 




    	19



     


    

 


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


 


RESPIRERX
PHARMACEUTICALS, INC.


 


	By:	/s/
Jeff Eliot Margolis	 
	Name: 	Jeff
    Eliot Margolis	 
	Title:	Senior
    Vice President, Chief Financial Officer, Treasurer, Secretary	 


 


EMA
FINANCIAL, LLC


 


	By:	/s/
Felicia Preston	 
	Name: 	Felicia
    Preston	 
	Title:	Director	 


 




    	20



     


    

 


EXHIBIT
A


 


FORM
OF NOTE


 


[attached
hereto]


 




    	 	 	 



     


    




 


EXHIBIT
B


 


FORM
OF WARRANT


 


[attached
hereto]


 




    	 	 	 



     


    




 


EXHIBIT
C


 


REGISTRATION
RIGHTS


 


All
of the Conversion Shares and Warrant Shares will be deemed “Registrable Securities” subject to the provisions of this
Exhibit C. All capitalized terms used but not defined in this Exhibit C shall have the meanings ascribed to such terms in the
Securities Purchase Agreement to which this Exhibit is attached.


 


1.
Registration Rights.


 


1.1
Registration. If at any time on or after the Closing Date until the date which is nine (9) months thereafter, the Company
proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering
of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities,
by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders
of the Company), other than a Registration Statement filed (i) in connection with any employee stock option or other benefit plan
on Form S-8, (ii) for a dividend reinvestment plan, (iii) in connection with a merger or acquisition, or (iv) in connection with
an offering pursuant to an equity line arrangement, then the Company shall cause all Registrable Securities of the Purchaser,
if any, to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten
offering to permit such Registrable Securities to be included in such offering on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof (such inclusion, a “Piggy-Back Registration”). The Purchaser, if it is a holder
of Registrable Securities, distributing its securities through a Piggy-Back Registration that involves an underwriter or underwriters
shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back
Registration. For the avoidance of doubt, Purchaser hereby consents to inclusion of its Registrable Securities in any such Piggy-Back
Registration.


 


1.2
Withdrawal. The Purchaser may elect to withdraw its inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement.
The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal or refusal, all expenses incurred in connection with such Piggy-Back Registration shall be
paid as provided in Section 3.2 below.


 


2.
Qualification Rights.


 


2.1
Qualification. If the Company (i) at any time on or after the Closing Date until the date which is nine (9) months thereafter,
proposes to file a Form 1-A and Offering Circular pursuant to a qualified offering under Regulation A under the 1933 Act (collectively,
an “Offering Circular”), with respect to any offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (the “Regulation A Securities”), by the Company for its
own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company) or (ii)
files an Offering Circular Supplement pursuant to an Offering Circular covered by this Section 2.1 (a “Supplement”),
then the Company shall cause all Registrable Securities to be included on such Offering Circular or Supplement, as applicable,
and shall cause the managing underwriter or underwriters of a proposed underwritten offering, if any, to permit the Registrable
Securities requested to be included in such offering on the same terms and conditions as identical securities of the Company and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof (such inclusion, a “Piggy-Back Qualification”), provided that (A) such Registrable Securities named on the
Offering Circular or Supplement, as applicable, are identical in all respects to the Regulation A Securities, including in proportion
with respect to different types of security if the Regulation A Securities include different types of security, (B) the aggregate
dollar amount of such Registrable Securities is not greater than 6.5% of the sum of the aggregate dollar amounts of Regulation
A Securities and the Registrable Securities to be included in the Offering Circular or Supplement, as applicable, and (C) the
Purchaser consents to the selection by the Company, in its sole discretion, of a sale price per security within a stated price
range not to exceed a $2.00 price range. The Purchaser, if it is a holder of Registrable Securities, distributing its securities
through a Piggy-Back Qualification that involves an underwriter or underwriters shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such Piggy-Back Qualification. For the avoidance of doubt, Purchaser
hereby consents to inclusion of its Registrable Securities in any such Piggy-Back Qualification.


 




    	 	 	 



     


    

 


2.2
Withdrawal. The Purchaser may elect to withdraw its inclusion of Registrable Securities in any Piggy-Back Qualification
by giving written notice to the Company of such request to withdraw prior to the qualification of the Offering Circular or the
filing date of the Supplement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw an Offering Circular at any time prior to the qualification
of such Offering Circular and may refuse to file a Supplement in its sole discretion. Notwithstanding any such withdrawal or refusal,
all expenses incurred in connection with such Piggy-Back Qualification shall be paid as provided in Section 3.2 below.


 


3.
Miscellaneous.


 


3.1
Information Rights. Notwithstanding Section 3.17 of the Note, the Company shall be permitted to request and Purchaser shall
furnish to the Company such information with respect to the Purchaser and the Purchaser’s proposed distribution of the Registrable
Securities pursuant to the Registration Statement, Offering Circular or Supplement as the Company may from time to time reasonably
request in writing or as shall be required by law or by the SEC in connection therewith.


 


3.2
Expenses. All fees and expenses incident to the performance of or compliance with this Exhibit C by the Company and the
Purchaser shall be borne pro rata by the Company and the Purchaser in proportion to the number of Registrable Securities offered
for sale by the Company and by the Purchaser pursuant to this Exhibit C, whether or not any Registrable Securities are sold pursuant
to a Registration Statement, Offering Circular, or Supplement. The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration, qualification, and filing fees (including, without limitation, fees and expenses
of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B)
with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C)
in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which the Purchaser
intends to make sales of Registrable Securities, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the
transactions contemplated by this Exhibit C. All fees and disbursements of a single special counsel for the Purchaser shall be
borne by the Purchaser. In no event shall the Company be responsible for any broker or similar commissions of the Purchaser. The
Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.


 




    	 	 	 



     


    

 


EXHIBIT
D


 


FORM
OF GUARANTY


 


This
Guaranty Agreement (this “Guaranty”), dated as of ________ is made by ________ (the “Guarantor”), under
that certain Securities Purchase Agreement (the “Purchase Agreement”; capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Purchase Agreement), dated as of July 30, 2020, made by and between
RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited
liability company (the “Purchaser”).


 


WHEREAS,
the Guarantor is a Receiving Subsidiary and required by Section 4(j) of the Purchase Agreement to become a Guarantor with respect
to certain of the Company’s obligations under the Note.


 


NOW
THEREFORE, the Joining Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the
Purchaser and its respective successors, indorsees, 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 Note (the “Company Obligations”). This Guaranty shall expire upon the date that no Company Obligation is
outstanding.


 


[GUARANTOR]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


AGREED
TO AND ACCEPTED: 


 


RESPIRERX
PHARMACEUTICALS, INC.


 


	By:		 
	Name: 	Jeff
    Eliot Margolis	 
	Title:	Senior
    Vice President, Chief Financial Officer, Treasurer, Secretary	 


 


EMA
FINANCIAL, LLC


 


	By:		 
	Name: 	Felicia
    Preston	 
	Title:	Director