SETTLEMENT
AGREEMENT AND RELEASE


 


Salamandra,
LLC v. RespireRX Pharmaceuticals, Inc.

Docket No. BER-DJ-077072-18


 


This
SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is made by and between Salamandra, LLC (“Plaintiff”)
and RespireRX Pharmaceuticals, Inc. (“Defendant”). Collectively, Plaintiff and Defendant are referred to herein as
the “Parties.”


 


WHEREAS
Plaintiff obtained an arbitration award against Defendant and confirmed that award (the “Judgment”)
in the Superior Court of New Jersey, Law Division, Bergen County, under Docket No. DJ-077072-18 (the “Action”); and


 


WHEREAS
the Parties wish to resolve all matters between them,


 


NOW,
THEREFORE, for good and valuable consideration, and intending to be legally bound by this Agreement,
agree as follows:


 


1. Settlement
Payment: As consideration for the dismissal of the Action and the releases given in this Agreement, the Parties
agree as follows:


 


	 	a.	Defendant
    shall pay Plaintiff $125,000.00 in one lump sum payment (the “Settlement Payment”). The Settlement Payments shall
    only be due and payable if the Defendant is able to raise $600,000 in working capital. If the Defendant is unable to raise
    the working capital or make the Settlement Payment before November 30, 2019, this Agreement becomes null and void and the
    below releases will never become effective. Should the Defendant raise less than $600,000 in working capital before November
    30, 2019, it may cancel a portion of its debt to Plaintiff by paying Plaintiff at least 21% of the working capital amount
    raised, and that sum will reduce Defendant’s debt to Plaintiff under the Judgment dollar for dollar. Plaintiff may then
    seek collection of the remainder of the debt. In any event, should Defendant make the entire Settlement Payment to Plaintiff
    on or before November 30, 2019, the below releases will become effective.
	 	 	 
	 	b.	Subject
    to subsection c below, Plaintiff shall cease and desist with any and all collection efforts against Defendant until November
    30, 2019.
	 	 	 
	 	c.	Plaintiff
    levied the Defendant’s bank account located at Bank of America. Defendant shall cooperate with Plaintiff for turnover
    of those funds in the approximate amount of $3,500.00, including filing any necessary applications with the court. The turnover
    of the Bank of America funds shall be paid to Plaintiff pursuant to the turnover order in addition to the Settlement Payment.
    Defendant will be opening a new operating account at a different bank. Once that account is opened, Defendant will provide
    the location and account number of the new account to Plaintiff As set forth above, Plaintiff shall cease and desist with
    any and all collection efforts against Defendant until November 30, 2019.


 




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2. Mutual
Releases: Upon receipt of the Settlement Payment, Plaintiff and its members and each of its past, present and future
assigns, agents, members, shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers,
representatives, affiliates, successors, predecessors, subsidiaries, divisions, and any other person or entity acting by,
for, through or in concert with Plaintiff do hereby release, give up and forever discharge Defendant and any of its members,
past, present and future assigns, agents, members, shareholders, officers, directors, employees, brokers, trustees,
attorneys, insurers, representatives, parent companies, affiliates, successors, predecessors, subsidiaries, divisions, and
any other person or entity acting by, for, through or in concert with Defendant from any and all past, present or future
claims, actions, causes of action, damages, judgments, liabilities, obligations, liens, suits, executions, costs, and
attorneys’ fees of any kind whatsoever, in law or equity, whether based in tort, contract, statute or other theory of
recovery, that exist or are based upon actions, transactions, events, things, acts or conduct that occurred or arose as of or
prior to the date this Agreement is fully-executed, whether known or unknown, accrued or un-accrued, suspected or
unsuspected.


 


Upon
execution of this Agreement, Defendant and its individual members and each of their past, present and future assigns, agents,
members, shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers, representatives, affiliates, successors,
predecessors, subsidiaries, divisions, and any other person or entity acting by, for, through or in concert with Defendant does
hereby release, give up and forever discharge Plaintiff and any of its members, past, present and future assigns, agents, members,
shareholders, officers, directors, employees, brokers, trustees, attorneys, insurers, representatives, affiliates, successors,
predecessors, subsidiaries, divisions, and any other person or entity acting by, for, through or in concert with Plaintiff from
any and all past, present or future claims, actions, causes of action, damages, judgments, liabilities, obligations, liens, suits,
executions, costs, and attorneys’ fees of any kind whatsoever, in law or equity, whether based in tort, contract, statute
or other theory of recovery, that exist or are based upon actions, transactions, events, things, acts or conduct that occurred
or arose as of or prior to the date this Agreement is fully-executed, whether known or unknown, accrued or un-accrued, suspected
or unsuspected.


 


Nothing
in the foregoing paragraphs or anywhere else in the Agreement shall be deemed as a waiver of the parties’ individual rights
to enforce the terms and conditions of this Agreement.


 


3. Effective
Date. This Agreement shall be effective upon execution by all parties (the “Effective Date”).


 


4. Dismissal
of the Judgment: Within five (5) business days of receipt of the Settlement Payment, the Plaintiff shall file a
warrant of satisfaction of the Judgment.


 


5. Expenses. Except
for the Settlement Payment set forth in Section 1, above, each party shall bear its own expenses, costs and
attorney’s fees incurred in connection with the Action.


 




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6. Entire
Understanding. Except as set forth herein, this Agreement is an integrated contract and constitutes the entire
agreement between the Parties with regard to the subject matter hereof. No representations, warranties or promises have been
made or relied upon by any of the Parties other than those set forth in this Agreement. Each of the Parties acknowledges that
it is not executing this Agreement in reliance upon any promise, representation, or warranty not contained or referred to in
this Agreement.


 


7. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be an original, all of which together shall
constitute one and the same Agreement. The Agreement may be executed by an electronic signature tool.


 


8. Review
by Counsel. Each of the Parties represents that it has read and understands this Agreement without reservation or
exception and desires to be bound by it. Each of the Parties further represents that it has sought and obtained the advice of
counsel prior to entering into this Agreement.


 


9. Enforceability. If
any provision of this Agreement is held by a Court of competent jurisdiction to be illegal, invalid or unenforceable,
all other provisions of the Agreement shall be unimpaired and shall remain in full force and effect.


 


10. Implementation. The
Parties shall cooperate in good faith and take such further actions and execute such other instruments as may reasonably be
necessary to effectuate fully the terms, spirit and intent of this Agreement.


 


11. No
Waiver. None of the provisions of this Agreement shall be deemed waived, except by a writing signed by the Party
against whom enforcement of the waiver is sought.


 


12. Agreement
Interpretation. This Agreement shall be deemed to have been drafted jointly by counsel for the Parties. The Parties
agree and understand that the general rule that ambiguities are to be construed against the drafter shall not apply to this
Agreement.


 


13. Amendment
and Modification. Any amendment or modification of this Agreement must be in writing and signed by the Parties. Any
amendment or modification not made in this manner shall have no force or effect.


 


14. Successors. This
Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, and upon an entity
or with any of them may merge, combine or consolidate.


 


15. Choice
of Law and Venue. The Parties agree that this Agreement, and any disputes arising out of it, shall be governed under
the laws of the State of New Jersey, and that any and all claims arising out of this Agreement shall be brought in the
Superior Court of New Jersey, Law Division, Bergen County, which Court shall have sole and exclusive jurisdiction over any
and all claims relating to or arising out of this Agreement.


 


16. Headings. The
headings of this Agreement are provided for convenience and reference only and shall not bear upon the interpretation or
enforcement of this Agreement.


 




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17. Signatories. Each
of the Parties represent and warrants that the person signing this Agreement on its behalf is fully authorized to bind that
party to this Agreement and that such party has the full right, power and authority to execute and to perform its
obligations under this Agreement.


 


IN
WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE SET FORTH BENEATH EACH PARTY’S SIGNATURE BELOW:


 


	SALAMANDRA,
    LLC	 
	 	 
	By:	/s/
    Richard Krasnow, Ph.D.	 
	Name:	Richard
    Krasnow, Ph.D.	 
	Title:	Operating
    Director	 
	Dated:	August
    21, 2019	 


 


	RESPIRERX
    PHARMACEUTICALS, INC.	 
	 	 
	By:	/s/
    Jeff Eliot Margolis	 
	Name:	Jeff
    Elliot Margolis	 
	Title:	Senior
    Vice President, Chief Financial Officer, Treasurer, Secretary	 
	Dated:	July
    29, 2019	 


 




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