SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2019, is entered into by and between RespireRx
Pharmaceuticals Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability
company (the “Purchaser” or “Holder”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company a 10% convertible note of the Company, in the form attached hereto as Exhibit A, in the principal
amount of $60,000.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect
thereto in accordance with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”)
of common stock,


$0.001
par value per share (the “Common Stock”), of the Company, upon the terms and subject to the limitations and conditions
set forth in such Note.


 


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


 


1.
Purchase and Sale of Note.


 


a)
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser
agrees to purchase from the Company, the Note for an aggregate purchase price of $58,250.00 (“Purchase Price”). In
connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Purchaser to purchase 175,000
shares of the Company’s common stock (the “Warrant”) as a commitment fee upon the terms and subject to the limitations
and conditions set forth in such Warrant. In connection with the issuance of the Note, the Company shall issue 10,000 shares of
the Company’s common stock (the “Commitment Shares”) as a commitment fee. The Commitment Shares shall be deemed
earned in full as of the Closing Date.


 


b)
Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds, in accordance with the Company’s written instructions as provided in the disbursement authorization dated October
22, 2019 and signed by the Company (the “Disbursement Authorization”), simultaneously with delivery of the Note, and
(ii) the Company shall deliver such Note and Warrant duly executed on behalf of the Company to the Purchaser, simultaneously with
delivery of such Purchase Price.


 


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


 




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


 


a)
Investment Purpose. Purchaser is acquiring the Note, the Conversion Shares, Commitment Shares, Warrant, and Common Stock
underlying the Warrant (the “Warrant Shares”) (collectively, the “Securities”) for its own account and
not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable
securities laws; provided, however, by making the representations herein, Purchaser does not agree, or make any representation
or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Purchaser is acquiring
the Securities hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement or understanding,
directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws.


 


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


 


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


 


a)
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and
the jurisdiction in which each is incorporated The Company and each of its Subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


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


 




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c)
Capitalization. As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding,
is as set forth in the Company’s most recent periodic report filed with the SEC as may have been updated by subsequent filings
of later SEC Documents. Except as disclosed in the SEC Documents no shares are reserved for issuance pursuant to the Company’s
stock option plans. Except as disclosed in the SEC Documents no shares are reserved for issuance pursuant to securities exercisable
for, or convertible into or exchangeable for shares of Common Stock. All of such outstanding shares of capital stock are, 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, and except as disclosed in the
SEC Documents, (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, notes
or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of any of the Securities. The Company has furnished to the Purchaser true and correct copies
of the Company’s Certificate or Articles of Incorporation as in effect on the date hereof (“Formation Documents”),
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.


 


d)
Issuance of Shares. The Conversion Shares and Warrant Shares are duly authorized and reserved for issuance and, upon conversion
of the Note and/or exercise of the Warrant, as the case may be, in accordance with their respective terms, will be validly issued,
fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall
not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability
upon the holder thereof.


 




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


 


f)
No Conflicts. The execution, delivery and performance of this Agreement, and the Note by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation
for issuance of the Conversion Shares, Warrant Shares, and Commitment Shares) will not (i) conflict with or result in a violation
of any provision of the Formation Documents or By-laws, or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license
or instrument to which the Company or any of its Subsidiaries is a party and that is not filed as an SEC Document or other document
filed with the SEC, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities
are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of
its Subsidiaries is in violation of its Formation Documents, By-laws or other organizational documents and neither the Company
nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the
Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action
or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or
assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually
or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being
conducted, and shall not be conducted so long as the Purchaser owns any of the Securities, in violation of any law, ordinance
or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933
Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note
in accordance with the terms hereof or thereof or to issue and sell the Securities in accordance with the terms hereof and thereof
and to issue the Conversion Shares, Warrant Shares, and Commitment Shares. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date
hereof. The Company is not in violation of the listing requirements of the Principal Market (as defined in this Agreement) and
does not reasonably anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company
and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 




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g)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein
and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference
therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver
to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of
1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were
filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law
(except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective
dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the
periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements
of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to be reflected in such financial statements, which,
individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company
is subject to the reporting requirements of the 1934 Act.


 


h)
Absence of Certain Changes. Since June 30, 2019, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.


 


i)
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. The public filings contain a complete list and summary description of any pending or,
to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard
to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.


 




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j)
Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to
use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications,
service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct
its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any
person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the
Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated
(and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s
or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property
or other rights held by any person and/or entity; and the Company is unaware of any facts or circumstances which might give rise
to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of their Intellectual Property.


 


k)
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.


 


l)
Disclosure. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its
or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation,
requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.


 


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





 




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n)
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since June 30, 2019, neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse
Effect.


 


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


 


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


 


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


 


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


 


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


 




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4.
COVENANTS.


 


a)
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.


 


b)
Form D; Blue Sky Laws. The Company agrees when applicable to timely file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before
the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to
the Purchaser at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws
of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such
action so taken to the Purchaser on or prior to the Closing Date.


 


c)
Use of Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes, marketing
and sales, product development, key personnel recruiting and business development purposes, and shall not, directly or indirectly,
use such proceeds for (i) the repayment of any debt issued in corporate finance transactions, (ii) any loan to or investment in
any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing
operations), or (iii) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company. Notwithstanding
the foregoing, the proceeds from the sale of the Securities may be used to reimburse any officers or directors for any short-term
advances made to the Company by such officers or directors.


 


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


 


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


 




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f)
Corporate Existence. So long as the Purchaser beneficially owns any Securities, the Company shall maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation
or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction
(i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith
and (ii) is a publicly traded corporation whose Common Stock is listed for trading on Principal Market.


 


g)
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


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


 


i)
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this
Agreement, the Company covenants and agrees that neither it nor any other person acting on its behalf will provide the Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


 


j)
Subsidiaries. So long as the Note remains outstanding, the Company shall not transfer any assets or rights to any of its
subsidiaries or permit any of its subsidiaries to engage in any significant business or operations, whether such subsidiaries
are currently existing or hereafter created, outside of the ordinary course of the Company’s business.


 


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


 




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l)
ROFR. At any time while the Note is outstanding, the Company desires to borrow funds, raise additional capital and/or issue
additional promissory notes convertible into shares of securities of the Company (a “Prospective Financing”), the
Purchaser shall have the right of first refusal to participate in the Prospective Financing, and the Company shall provide written
notice containing the terms of such Prospective Financing (the “ROFR Notice”) to the Purchaser prior to effectuating
any such transaction. The ROFR Notice shall specify all of the key terms of the Prospective Financing,
including, but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the
proposed term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable.
Upon Purchaser’s receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective
Financing(s), upon the terms specified in the ROFR Notice, by sending written notice to the Company within six (6) business days
after Purchaser’s receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with respect
to an ROFR Notice within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal with respect
to such Prospective Financing, provided that it shall retain such right with respect to any future Prospective Financing. Notwithstanding
anything contained herein, the Company shall not furnish any material non-public information concerning the Company without the
Purchaser’s prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates a financing.
Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would
cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares
of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised
or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the
limitations contained herein) and (2) the number of shares of directly or indirectly purchasable under this Section, to exceed
4.99% of the outstanding shares of Common Stock (or 9.99% of the total issued Common Stock of the Company if specified by Purchaser
and accompanied with applicable documentation such as any Amendment made to this Agreement or the Note).


 


m)
Future Financings: From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the
event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable
for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance
of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are
more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the
Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), upon notice
to the Company by such Purchaser, the Transaction Documents shall be deemed automatically amended so as to give the Purchaser
the benefit of such more favorable terms or conditions. Promptly following a request to the Company, the Company shall provide
Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents.
Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance
reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s
receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement
shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company
shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such
Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued
or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon
in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance
with the terms of the Note.


 




    	 	10	 



    	 



    

 


n)
Piggyback Registration Rights. Borrower shall include all shares issuable upon conversion of the Note and exercise of the
Warrant on: (i) the next registration statement and Regulation A offering statement Borrower files with the SEC; (ii) the subsequent
registration statement if such previous registration statement is withdrawn, (iii) the subsequent Regulation A offering statement
if such previous Regulation A offering statement is withdrawn, (iv) any amendment to any registration statement previously filed
but not effective as of the Issue Date (as defined in the Note), and (v) any amendment to any Regulation A offering statement
previously filed but not qualified as of the Issue Date. Failure to do so will result in liquidated damages of fifty percent (50%)
of the outstanding principal amount of the Note, but not less than twenty-five thousand dollars ($25,000), being immediately due
and payable to Holder at its election in the form of cash payment or addition to the balance of the Note.


 


o)
Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company
enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the
sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not
permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent
Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance
of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding
other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this
Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder,
(b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such
closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company
may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder
elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder
in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the
first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor,
as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to
this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.


 




    	 	11	 



    	 



    

 


p)
Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until
such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory
note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note
purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms
and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially
the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent
Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note
Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy
such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal
amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such
purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5)
days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms
and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable
to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note
issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue
date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall
receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent
Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue
date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s
request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form
and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”),
mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall
be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent
Note Purchase right hereunder to any affiliate of such Purchaser.


 




    	 	12	 



    	 



    

 


5.
Transfer Agent Instructions. Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable
instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion
Shares and Warrant Shares in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the
Note and/or exercise of the Warrant, or any part thereof, in accordance with the terms thereof (the “Irrevocable Transfer
Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to this Agreement and the Securities (including but not limited to the provision to irrevocably reserve shares of Common
Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent (to the Company) and the Company.
Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares
and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular
date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this
Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in
this Section 5, and stop transfer instructions to give effect to hereof (in the case of the Conversion Shares and Warrant Shares,
prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares
and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular
date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise
be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii)
it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares and Warrant Shares to be issued to the Purchaser upon conversion
of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove
(or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares and Warrant
Shares issued to the Purchaser upon conversion of or otherwise pursuant to the Note and/or Warrant as and when required by the
Note, Warrant and/or this Agreement. Nothing in this Section shall affect in any way the Purchaser’s obligations and agreement
set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.
If the Purchaser provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable
transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933
Act and such sale or transfer is effected or (ii) the Purchaser provides reasonable assurances that the Securities can be sold
pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly
instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations
as specified by the Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Purchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Section, that the Purchaser shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing
economic loss and without any bond or other security being required.


 


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


 




    	 	13	 



    	 



    

 


7.
Delivery of Unlegended Shares.


 


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


 


b)
The Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could
result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees
(as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $250.00
per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company
fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee
holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares
subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock
or (ii) the parity value of the Default Sum to be paid (as defined in Section 3.16 of the Note) (“Unlegended Redemption
Amount”). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.


 


8.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to the Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 


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


 


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


 


c)
The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing
Date.


 




    	 	14	 



    	 



    

 


d)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


9.
Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note
at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that
these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:


 


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


 


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


 


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


 


d)
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited
to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating
to the transactions contemplated hereby.


 


e)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f)
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934
Act reporting obligations.


 




    	 	15	 



    	 



    

 


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


 


10.
Governing Law; Miscellaneous.


 


a)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party
hereto concerning the transactions contemplated by this Agreement shall be brought only in the state courts located in the state
and county of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and
other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any
other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other
transaction document contemplated hereby by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.


 


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


 




    	 	16	 



    	 



    

 


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


 


d)
Fees and Expenses. On or prior to the Closing, the Company shall pay or reimburse to Purchaser a non-refundable, non-accountable
sum equal to $1,000.00 for the fees, costs and expenses (including without limitation due diligence and administrative expenses)
incurred by the Purchaser in connection with the Purchaser’s due diligence and negotiation of the Transaction Documents
and consummation of the Transactions. The Purchaser may withhold and offset the balance of such amount from the payment of its
Purchase Price otherwise payable hereunder at Closing, which offset shall constitute partial payment of such Purchase Price in
an amount equal to such offset. Except as expressly set forth in this Agreement, the Note, or the Disbursement Authorization to
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchaser. The Disbursement Authorization includes a disbursement of $2,750.00 to Purchaser’s
legal counsel for the Purchaser’s legal fees.


 




    	 	17	 



    	 



    

 


e)
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in
order to enforce any right or remedy under the Note and/or Warrant. Notwithstanding any provision to the contrary contained in
herein or under the Note and/or Warrant, it is expressly agreed and provided that the total liability of the Company under the
Note for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum
Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of
them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Note or
herein exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the
Note is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Note from the effective date forward, unless such application
is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company
to the Purchaser with respect to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser to the unpaid
principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s
election.


 


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


 


g)
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision hereof.


 


h)
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the Purchaser.


 




    	 	18	 



    	 



    

 


i)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be: (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by email or facsimile with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email address or facsimile number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


	 	Purchaser:	EMA
    Financial, LLC
	 	 	40
    Wall Street, 17th Floor 

    New York, NY 10005 

    Attn: Felicia Preston 

    Email: admin@emafin.com
	 	 	 
	 	Company:	RespireRx
    Pharmaceuticals Inc.
	 	 	126
    Valley Road, Suite C 

    Glen Rock, NJ 07452

    Attn: Jeff Margolis, Chief Financial Officer 

    Email: jmargolis@respirerx.com
	 	 	 
	 	Each
party shall provide notice to the other party of any change in address.






 


j)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Purchaser may assign its rights
hereunder to any person that purchases Securities in a private transaction from the Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


k)
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


l)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser.
The Company agrees to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss
or damage arising as a result of or related to any breach or alleged breach by the Purchaser of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


m)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 




    	 	19	 



    	 



    

 


n)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


o)
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Agreement, that the Purchaser shall be entitled, in addition to
all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security being required.


 


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


 


[signature
page to follow]


 




    	 	20	 



    	 



    

 


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


 


RESPIRERX
PHARMACEUTICALS INC.


 


	By:	/s/
    Jeff E. Margolis	 
	Name: 	Jeff
    Margolis	 
	Title:	Chief
    Financial Officer	 


 


EMA
FINANCIAL, LLC


 


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


 


GUARANTY


 


The
undersigned subsidiary of the Company jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Purchaser
and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company
when due (whether at the stated maturity, by acceleration or otherwise) of all amounts due under, and all other obligations under,
the Note and Warrant. The undersigned subsidiary’s liability under this Guaranty shall be unlimited, open and continuous
for so long as this Guaranty remains in force.


 


PIER
PHARMACEUTICALS, INC.


 


	By:	/s/
    Jeff E. Margolis	 
	Print
    Name:	Jeff
    Margolis	 
	Title:	Chief
    Financial Officer	 


 




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