Exhibit
99.1


 


EQUITY
PURCHASE AGREEMENT


 


This
EQUITY PURCHASE AGREEMENT is entered into as of July 28, 2020 (this “Agreement”), by and between RespireRx
Pharmaceuticals Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada
limited liability company (the “Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time
to time, as provided herein, and the Company shall issue and sell Two Million Dollars ($2,000,000) of the Company’s Common
Stock (as defined below).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average
Daily Trading Volume” shall mean the average daily trading volume of the Company’s Common Stock in the five (5)
Trading Days immediately preceding the respective Purchase Notice date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees, excluding commissions.


 


“Clearing
Date” shall mean the first entire Trading Day that the Investor holds the Purchase Notice Shares in its brokerage account
and is eligible to trade shares.


 


“Closing”
shall mean any one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


 


“Closing
Date” shall mean the date that is five (5) Trading Days after the Clearing Date.


 


“Commitment
Amount” shall mean Two Million Dollars ($2,000,000).


 


“Commitment
Note” shall mean have the meaning set forth in Section 10.7


 


“Commitment
Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the
Investor shall have purchased Purchase Notice Shares pursuant to this Agreement equal, in the aggregate, to the Commitment Amount,
(ii) June 30, 2021, or (iii) written notice of termination by the Company to the Investor upon a material breach of this Agreement
by Investor.


 




    	 



     


    

 


“Common
Stock” shall mean the Company’s common stock, par value $0.001 and
any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution
of dividends (as and when declared) and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Purchase Notice Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy
prohibiting or limiting delivery of the Purchase Notice Shares via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 




    	 



     


    

 


“Escrow
Account” shall mean an account held at or by some mutually agreed upon party or entity at which Investor shall deposit
funds for each Purchase Notice pursuant to Section 2.2(b).


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Investment
Amount” shall mean the dollar amount equal to the number of Purchase Notice Shares referenced in the Purchase Notice
multiplied by the Purchase Price.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
that is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise
materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE MKT, Nasdaq (Capital Market, Global or Global Select),
or principal quotation systems (i.e. OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized
quotation system which is at the time the principal trading platform or market for the Common Stock.


 


“Purchase
Notice” shall mean a written notice from the Company, substantially in the form of Exhibit A hereto, to Investor setting
forth the Purchase Notice Shares which the Company intends to require Investor to purchase and the dollar amount which the Company
intends to require Investor to deposit into the Escrow Account, in each case pursuant to the terms of this Agreement.


 


“Purchase
Notice Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable
Purchase Notice in accordance with the terms and conditions of this Agreement.


 




    	 



     


    

 


“Purchase
Price” shall mean 85% of the lowest daily volume weighted average price of the Common Stock for the five Trading Days
prior to Closing Date.


 


“Registration
Statement” shall have the meaning specified in Section 6.2.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
mean the Purchase Notice Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the
voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for trading.


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1 PURCHASE NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of
Article VII), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time, to purchase Purchase Notice Shares provided that the amount of Purchase Notice Shares
shall not exceed 250% of the Average Daily Trading Volume, except if waived by Investor, or the Beneficial Ownership Limitation
set forth in Section 7.2(g). No Purchase Notice shall be less than $25,000, except if waived by Investor. Notwithstanding the
foregoing, the Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if
waived by Investor in writing.


 




    	 



     


    

 


Section
2.2 MECHANICS.


 


(a) PURCHASE
NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise
provided herein. A Purchase Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor
if such notice is received on or prior to 8:00 a.m. New York time or (ii) the immediately succeeding Trading Day if it is
received by email after 8:00 a.m. New York time on a Trading Day or at any time on a day which is not a Trading
Day.


 


(b) ESCROW
DEPOSIT. No later than 5:00 p.m. New York time on the second Trading Day following the delivery date of a Purchase Notice
pursuant to Section 2.2(a), Investor shall deposit into the Escrow Account a dollar amount equal to 150% of the closing price
of the Common Stock on the delivery date of the Purchase Notice multiplied by the number of shares listed in the Purchase
Notice. As soon as reasonably practicable after the execution of this Agreement, the parties shall use reasonable best
efforts to enter into an escrow agreement with the escrow agent associated with the Escrow Account.


 


(c) DATE
OF DELIVERY OF SHARES. No later than 5:00 p.m. New York time on the second Trading Day following the date of deposit by
Investor of the dollar amount into the Escrow Account pursuant to Section 2.2(b) and the Purchase Notice, the Company shall
deliver the Purchase Notice Shares as DWAC Shares to the Investor.


 


(d) CLOSING.
The Closing of a Purchase Notice shall occur after the market close five (5) Trading Days after the Clearing Date, whereby
the Company shall deliver to the escrow agent associated with the Escrow Account, by 12:00 p.m. New York time on the Closing
Date, instructions to disburse by wire transfer of immediately available funds from the Escrow Account (i) escrow expenses
and wire transfer fees to an account designated by the escrow agent associated with the Escrow Account, (ii) the Investment
Amount (minus Clearing Costs, escrow expenses, and wire transfer fees) to an account designated by the Company, and (iii) any
remaining amount to an account designated by the Investor, in each case as late in the day as possible as would enable
delivery of same day funds in accordance with such instructions. The Company shall deliver a copy of such instructions to the
Investor simultaneously with the instructions’ delivery to the escrow agent associated with the Escrow Account.
Investor shall have the right to object to the release of funds from the Escrow Account only due to manifest error in the
instructions, from the time the instructions are simultaneously delivered to the escrow agent and Investor and before the
funds are disbursed by the escrow agent. Upon such objection, Company shall, as soon as practicable, inform the escrow agent
that the instructions are withdrawn and that funds should not be disbursed until new instructions are delivered. Investor and
Company shall work in good faith to correct any errors and to provide new instructions to the escrow agent same day, but no
later than the next business day.


 




    	 



     


    

 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement
(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act
or any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the
Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is
relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in
the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been
duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid
and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.


 


Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined
in Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.


 




    	 



     


    

 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument
or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party,
or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement,
relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may
be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf
of the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation
nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. The Company and is duly qualified to conduct business and is in good standing as a foreign corporation or
other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be
expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under
the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly
executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 




    	 



     


    

 


Section
4.3 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the
Company, (ii) there are no agreements or arrangements under which the Company 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.


 


Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from
the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 




    	 



     


    

 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws,
rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed 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. The financial statements of the Company included
in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods
involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present
in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash
flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments).
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.


 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents.


 






    	 



     


    

 


Section
4.7 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase
Notice Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or
articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, acceleration
or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting
or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or
local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary 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) nor is the Company otherwise in violation of, conflict with or in default
under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation
of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material
Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or
perform any of its obligations under the Transaction Documents (other than any SEC, FINRA or state securities filings that may
be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy
of the relevant representations and agreements of Investor herein.








 


Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not
been disclosed in subsequent SEC filings.


 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no actions, suits, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary
or any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding,
inquiry or investigation, which would have a Material Adverse Effect. Except as disclosed in the SEC Documents, no judgment, order,
writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator
or governmental agency which would have a Material Adverse Effect. Except as disclosed in the SEC Documents, there has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company,
any Subsidiary or any current or former director or officer of the Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS. Except as disclosed in the SEC Documents, no Person (other than the Investor) has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


ARTICLE
V


COVENANTS
OF INVESTOR


 


Section
5.1 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant
to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment
Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Purchase Notice of such number
of shares of Common Stock reasonably expected to be purchased under a Purchase Notice shall not be deemed a Short Sale. The Investor
shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance
with the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information
included in the Transaction Documents.


 




    	 



     


    

 


Section
5.2 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common
Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations
of FINRA and the Principal Market.


 


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Purchase Notice Shares to be issued
to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable
best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Purchase Notice Shares
from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading
of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and
the Principal Market.


 


Section
6.2 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating
to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the
Current Report at least one (1) Trading Day prior to its filing with the SEC, and the Company shall give reasonable consideration
to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of
the Current Report within one (1) Trading Day from the date the Investor receives it from the Company. The Company shall also
file with the SEC, within thirty (30) Trading Days from the date hereof, a new registration statement (the “Registration
Statement”) covering only the resale of the Purchase Notice Shares and any other shares as directed by Investor.


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PURCHASE
NOTICE AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company
to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth
below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made
at each such time.


 




    	 



     


    

 


(b) PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such
Closing.


 


(c) PRINCIPAL
MARKET REGULATION. The Company shall not issue any Purchase Notice Shares, and the Investor shall not have the right to
receive any Purchase Notice Shares, if the issuance of such Purchase Notice Shares would exceed the aggregate number of
shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or
regulations of the Principal Market (the “Exchange Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PURCHASE NOTICE SHARES. The obligations of the Investor
hereunder to purchase Purchase Notice Shares is subject to the satisfaction of each of the following conditions:


 


(a) EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for
the resale by the Investor of the Purchase Notice Shares and (i) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC
otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or
intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such
Registration Statement or related prospectus shall exist.


 


(b) ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for
representations and warranties specifically made as of a particular date).


 


(c) PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and
materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have
been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated
by the Transaction Documents.


 


(e) ADVERSE
CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 




    	 



     


    

 


(f) NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by
the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for
listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting,
or halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall
have the right to return to the Company any amount of Purchase Notice Shares associated with such Purchase Notice, and the
Investment Amount with respect to such Purchase Notice shall be reduced accordingly.


 


(g) BENEFICIAL
OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the
number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or
deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation
(as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a
Closing Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common
Stock outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership
Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number
of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a
Purchase Notice. Upon mutual agreement of Company and Investor, expressed in writing, to be effective sixty-one (61) days
after such mutual agreement, the Beneficial Ownership Limitation may be increased to 9.99% of the number of shares of the
Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase
Notice.


 


(h) PRINCIPAL
MARKET REGULATION. The issuance of the Purchase Notice Shares shall not exceed the Exchange Cap.


 


(i) NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the
Registration Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the
fifteen (15) Trading Days following the Trading Day on which such Purchase Notice is deemed delivered).


 


(j) NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall not violate the
shareholder approval requirements of the Principal Market.


 


(k) DWAC
ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.


 


(l) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with
the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


 




    	 



     


    

 


ARTICLE
VIII


LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Purchase Notice Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations
hereunder to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1 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 (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid,
or (d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated
below (if delivered on a trading day during normal trading hours where such notice is to be received), or the first trading day
following such delivery (if delivered other than on a trading day during normal business hours where such notice is to be received)
or (ii) on the second trading day following the date of mailing by express courier service or on the fifth trading day after deposited
in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur.


 


The
addresses for such communications shall be:


 


If
to the Company:


 


RESPIRERX
PHARMACEUTICALS, INC.


 


126
Valley Road, Suite C


Glen
Rock, NJ 07452


Attention:
Jeff Eliot Margolis


Email:
jmargolis@respirerx.com


 






    	 



     


    

 


with
a copy 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


 


If
to the Investor:


 


WHITE
LION CAPITAL, LLC


 


Yash
Thukral


16911
San Fernando Mission Blvd Suite #183


Granada
Hills, CA 91344


Email:
team@whitelioncapital.com


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10)
days’ prior written notice of such changed address to the other party hereto.


 


Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified
Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party
becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment
of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective
amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as
such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in
performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement with
respect to items (ii) and (iii) of this Section 9.2 shall not apply to any Damages of an Indemnified Party to the extent arising
out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying
Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party
expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary
prospectus or final prospectus (as amended or supplemented).


 




    	 



     


    

 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2
shall be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof
(a “Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of
all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified
Party’s claim for indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying
Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of
such Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the
Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such
Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period
ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice
(as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the
amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole
cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying
Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and
expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be
vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of
the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for
any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the
Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party shall have full control
of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the
Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying
Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other
pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect
its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party will,
at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in
contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but
not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause
(i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with
respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with
respect to such Third Party Claim.


 




    	 



     


    

 


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to
prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice
whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense
of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the
Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party
(with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will
have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if
requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party,
provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the
Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has
notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of
its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in
favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to
bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying
Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the
Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such
litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the
Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 


(iii) If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to
the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 




    	 



     


    

 


(b) In
the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder
except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying
Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity
Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or
the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively
deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 


(c) The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d) The
indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Delaware without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to
the exclusive jurisdiction of the United States federal and state courts located in California, County of Los Angeles, with respect
to any dispute arising under the Transaction Documents or the transactions contemplated thereby.


 


Section
10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.


 


Section
10.3 ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor
and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned
by either party to any other Person.


 




    	 



     


    

 


Section
10.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
set forth in Section 9.3.


 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor in the event of
a material breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier
of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount;
(iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning
of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian
is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the
benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants
of the Company and the Investor set forth in Article X shall survive the termination of this Agreement.


 


Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


Section
10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing 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 the Clearing Cost associated with each Closing, and any Transfer Agent fees (including any fees required for same-day
processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Investor. Upon the date of execution of this Agreement, the Company shall be required to
issue to the Investor a 8% $25,000 fixed convertible promissory note as a commitment note (the “Commitment Note”)


 


Section
10.8 COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by
less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents
may be delivered to the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties
so delivering this Agreement.


 


Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided
that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 




    	 



     


    

 


Section
10.10 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.


 


Section
10.11 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.


 


Section
10.12 EQUITABLE RELIEF. Each party (i) recognizes that in the event that it fails to perform, observe, or discharge any
or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the other party, and (ii)
in any such case, agrees that the other party shall be entitled to temporary and permanent injunctive relief without the necessity
of proving actual damages.


 


Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and
are not to be considered in construing or interpreting this Agreement.


 


Section
10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived, except in a writing signed by the parties,
from and after the date that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with
the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written
instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


Section
10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release
or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor acknowledges that the Transaction Documents may be deemed
to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities
Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall
be determined solely by the Company, in consultation with its counsel.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


RESPIRERX
PHARMACEUTICALS, INC.


 


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


 


WHITE
LION CAPITAL LLC


 


	By:
    	/s/
    Yash Thukral	 
	Name:	Yash
    Thukral	 
	Title:	Manager	 


 




    	 



     


    

 


EXHIBIT
A


 


FORM
OF PURCHASE NOTICE


 


TO:
WHITE LION CAPITAL LLC


 


We
refer to the equity purchase agreement, dated as of July 28, 2020, (the “Agreement”), entered into by and between
RespireRx Pharmaceuticals, Inc., and White Lion Capital LLC. Capitalized terms defined
in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


 


We
hereby:


 


1) Give
you notice that we require you to purchase __________ Purchase Notice Shares and, subject to Section 2.2 of the Agreement, require
that you deposit $_______ into the Escrow Account;


 


2) Certify
that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


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



 




    	 



     


    

 


EXHIBIT
B


 


8%
FIXED CONVERTIBLE PROMISSORY NOTE


 


[see
attached]