Exhibit
99.4


 


EXCHANGE
AND SETTLEMENT AGREEMENT


 


Marc
Radin PC (the “Vendor”) enters into this Agreement (this “Agreement”) with RespireRx
Pharmaceuticals Inc., a Delaware corporation (the “Company”) on September 30, 2020, whereby Vendor will exchange
and settle certain accounts payable owed to the Vendor by the Company for shares of Series H 2% Voting, Non-Participating, Convertible
Preferred Stock, par value $0.001 (the “Preferred Stock”), of the Company (the “Exchange and Settlement”).


 


RECITALS


 


WHEREAS,
as of September 30, 2020, the Company owes the Vendor more than $135,659.48 of accounts payable (the “Accounts Payable”)
which is the amount that was due to the Vendor as of June 30, 2020;


 


WHEREAS,
the Vendor wishes to have the Accounts Payable settled with for 135.65948 shares of the Preferred Stock (the “Shares”),
with a stated value of $1,000.00 per share, convertible into shares of common stock of the Company, par value $0.001 per share,
and the Company wishes to issue the Shares to the Vendor’s designee, Marc Radin, in settlement of $135,659.48 owed to the
Vendor;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and on and subject to the terms and conditions set forth in this
Agreement, the parties hereto agree as follows:


 


1.       The
Exchange and Settlement.


 


(a)       Exchange
and Settlement of Accounts Payable. At the Closing (as defined herein), the Vendor hereby agrees to relinquish his right to
receive the Accounts Payable in cash and in exchange and settlement therefor, the Company hereby agrees to issue to the Vendor’s
designee, Marc Radin, the Shares registered in the Vendor’s designee’s name. No accounts payable arising after June
30, 2020 or any accounts payable arising after June 30, 2020 up to or on September 30, 2020 in excess of the Accounts Payable
amount shall be considered to be part of the right to Accounts Payable exchanged and settled hereunder. The Vendor acknowledges
that upon the occurrence of the Exchange and Settlement and as of the Closing (as defined herein), the obligation of the Company
to pay the relinquished Compensation is extinguished. References to a “Section” or “Schedule” are references
to a Section of, or Schedule attached to, this Agreement unless otherwise specified.


 


(b)       Closing
and Delivery. The closing of the Exchange and Settlement (the “Closing”) shall occur simultaneously with
the execution and entry into this Agreement and may take place by conference call and electronic transfer of signature pages and
deliverables, in each case as and to the extent required by this Agreement. For all purposes of this Agreement, the Closing shall
be deemed to be effective as of 3:59 p.m. ET on the date hereof.


 


(c)       Acceptance
by the Company. This Agreement shall be deemed to be accepted by the Company only when it is signed by a duly authorized officer
of the Company and delivered to the Vendor at the Closing.


 




    	 



     


    

 


2.       Covenants,
Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated
herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof,
to the Vendor, and all such covenants, representations and warranties shall survive the Closing. 


 


(a)       Due
Incorporation; Qualification. The Company (i) is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization; (ii) has the power and authority to own, lease and operate its properties and carry
on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation
in each jurisdiction where such qualification or license is required by law, other than those jurisdictions as to which the failure
to be so qualified or in good standing could not reasonably be expected to have a material adverse effect on the Company and its
subsidiaries taken as a whole.


 


(b)       Authority;
Enforceability. The execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange
and Settlement (i) are within the corporate power of the Company and (ii) have been duly authorized by all necessary corporate
action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’
rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


(c)       Non-Contravention.
The execution and delivery by the Company of this Agreement and the performance and consummation of the transactions contemplated
hereby do not (i) violate the Company’s Certificate of Incorporation, Bylaws or other formation or charter documents, as
applicable (as amended, the “Charter Documents”); (ii) violate any material judgment, order, writ, decree,
statute, rule or regulation applicable to the Company; or (iii) result in the creation or imposition of any lien or encumbrance
upon any property, asset or revenue of the Company under any material agreement or instrument to which the Company is bound.


 


(d)       Litigation.
Other than as disclosed in the Public Filings (as defined below), no actions (including, without limitation, derivative actions),
suits, proceedings or investigations are pending or, to the knowledge of the Company, threatened in writing against the Company
or the Company’s subsidiaries, if any, at law or in equity in any court or before any other governmental authority.


 


(e)       Title.
The Company and the Company’s subsidiaries own and have good and marketable title in fee simple absolute to, or a valid
leasehold in, all their respective real properties, if any, and good title to their other respective assets and properties. Such
assets and properties are subject to no liens or encumbrances.


 


(f)       Confidentiality.
Since March 22, 2013, each Vendor of the Company has executed, or will execute, a confidential information and invention assignment
agreement in favor of the Company. Since March 22, 2013, the Company has entered into, or intends to enter into, an agreement
containing appropriate confidentiality and invention assignment provisions in favor of the Company with each consultant to the
Company that has or will have access to the Company’s intellectual property.


 




    	2



     


    

 


(g)       Debt
for Borrowed Money. As of the date of this Agreement, the Company does not have any outstanding debt for borrowed money, other
than as disclosed in the Public Filings (as defined below).


 


(h)       Exchange
and Settlement. The terms of the Exchange and Settlement are the result of negotiations between the Vendor and the Company.


 


3.       Covenants,
Representations and Warranties of the Vendor. The Vendor hereby covenants as follows and makes the following representations
and warranties, each of which is true and correct at the Closing on the date hereof, to the Company, and all such covenants, representations
and warranties shall survive the Closing.


 


(a)       Binding
Obligation. Vendor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by the Vendor and constitutes a legal, valid and binding obligation
of the Vendor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting the enforcement of creditors’ rights generally and general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b)       Securities
Law Compliance. The Vendor has been advised that the Shares have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws, and therefore, cannot be resold unless they are
registered under the Securities Act and applicable state securities laws unless an applicable exemption from such registration
requirements is available. The Vendor acknowledges that the Shares may not be freely transferable upon receipt. The Vendor has
such knowledge and experience in financial and business matters that the Vendor is capable of evaluating the merits and risks
of such investment, is able to incur a complete loss of such investment without impairing the Vendor’s financial condition
and is able to bear the economic risk of such investment for an indefinite period of time. The Vendor is an accredited investor
as such term is defined in Rule 501 of Regulation D under the Securities Act.


 


(c)       Adequate
Information; No Reliance. The Vendor acknowledges and agrees that (a) the Vendor has been furnished with all materials the
Vendor considers relevant to making this exchange and settlement decision and to enter into this Agreement and effectuate the
Exchange and Settlement and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and
submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information
filed or furnished pursuant to the United States Securities and Exchange Act of 1934, as amended (collectively, the “Public
Filings”), and (ii) this Agreement, (b) the Vendor has had an opportunity to submit questions to the Company concerning
the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions
of the Exchange and Settlement, and has all information that it considers necessary in making an informed investment decision
and to verify the accuracy of the information set forth in the Public Filings and this Agreement, (c) the Vendor has had the opportunity
to consult with accounting, tax, financial and legal advisors of its choosing to be able to evaluate the risks involved in the
Exchange and Settlement and to make an informed investment decision with respect to such Exchange and Settlement, (d) the Vendor
is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation
or warranty made by the Company or any of its affiliates or representatives or any other entity or person, except for (A) the
Public Filings, (B) this Agreement and (C) the representations and warranties made by the Company in this Agreement, and (e) no
statement or written material contrary to the Public Filings or this Agreement has been made or given to the Vendor by or on behalf
of the Company.


 




    	3



     


    

 


(d)       No
Publicity. The Vendor acknowledges that it has a pre-existing relationship with the Company as a Vendor and that it has not
approached the Company about this Exchange and Settlement as the result of any public offering. Neither the Company nor any other
person has approached the Vendor about this Exchange and Settlement by means of any form of general solicitation or advertising.


 


(e)       Further
Action. The Vendor agrees that it will, upon request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the Exchange and Settlement.


 


(f)       Exchange
and Settlement. The terms of the Exchange and Settlement are the result of negotiations among the parties and their agents.


 


4.       Closing
Deliveries of the Company. At the Closing, the Company shall deliver, or cause to be delivered, the Shares.


 


5.       Miscellaneous.


 


(a)       Waivers;
Amendments. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company
and the Vendor.


 


(b)       Governing
Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York
or of any other state.


 


(c)       Survival.
The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.


 


(d)       Successors
and Assigns. Subject to the restrictions on transfer described in Section 6(e) below, the rights and obligations of
the Company and the Vendor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of
the parties.


 


(e)       Assignment.
The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by
the Company without the prior written consent of the Vendor. The rights, interests or obligations hereunder may not be assigned
by the Vendor without the prior written consent of the Company.


 


(f)       Entire
Agreement. This Agreement constitutes and contains the entire agreement and understanding between the Company and the Vendor
with respect to the subject matter hereof and supersede any and all prior and contemporaneous agreements, negotiations, correspondence,
understandings and communications between or among the parties or any of their agents, representatives or affiliates, whether
written or oral, respecting the subject matter hereof.


 


(g)       Notices.
All notices, demands, consents, or other communications hereunder shall be in writing and faxed, mailed or delivered to each party
as follows: (i) if to the Vendor, at the Vendor’s address or facsimile number set forth on the signature page hereto, or
at such other address as the Vendor shall have furnished the Company in writing in accordance with this paragraph, or (ii) if
to the Company, at such address or fax number set forth on the signature page hereto, or at such other address or facsimile number
as the Company shall have furnished to the Vendor in writing in accordance with this paragraph. All such communications will be
deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being
delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight
courier service of recognized standing, or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.


 




    	4



     


    

 


(h)       Expenses.
Each of the Company and the Vendor will bear their own respective expenses associated with the negotiation, execution and delivery
of this Agreement and the consummation of the Exchange and Settlement.


 


(i)       Only
Company Liable. In no event shall any stockholder, officer, director or Vendor of the Company be liable for any amounts due
or payable pursuant to this Agreement.


 


(j)       Severability.
If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(k)       Headings.
Headings used in this Agreement have been included for convenience and ease of reference only and will not in any manner influence
the construction or interpretation of any provision of this Agreement. Neither party, nor its respective counsel, shall be deemed
the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this
Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.


 


(l)       Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.


 


(m)       Termination.
The Company may terminate this Agreement if there has occurred any breach or withdrawal by the Vendor of any covenant, representation
or warranty set forth in Section 3. The Vendor may terminate this Agreement if there has occurred any breach or withdrawal
by the Company of any covenant, representation or warranty set forth in Section 2.


 


(Signature
Page Follows)


 




    	5



     


    

 





The
parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date
and year first written above.


 


COMPANY:



 


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


 


Address
for notices:


RespireRx
Pharmaceuticals Inc.


Attention:
Jeff Eliot Margolis


126
Valley Road, Suite C


Glen
Rock, NJ 07452


(phone):
917-834-7206


(email):
jmargolis@respirerx.com


 




    	 



     


    

 


	VENDOR:
    	 
	 	 	 
	 	/s/ Marc Radin PC	 
	Name:	Marc
    Radin PC 	 
	Title:
    	 	 


 


Address
for notices: