Exhibit
99.2


 


EXCHANGE
AGREEMENT


 


Jeff
Eliot Margolis (the “Employee”) enters into this Agreement (this “Agreement”) with
RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on September 30, 2020, whereby Employee
will exchange certain accrued compensation owed to the Employee 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”).


 


RECITALS


 


WHEREAS,
as of September 30, 2020, the Employee is entitled to an amount greater than $150,000.00 in accrued compensation owing from the
Company (the “Accrued Compensation”);


 


WHEREAS,
the Employee wishes to exchange his right to receive $150,000.00 of the Accrued Compensation (the “Compensation”)
for 150 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 Employee
in exchange for the Employee’s relinquishment of his right to receive the Compensation;


 


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.


 


(a)
Exchange of the Compensation.
At the Closing (as defined herein), the Employee hereby agrees to relinquish his right to receive the Compensation
in cash and in exchange therefor, the Company hereby agrees to issue to the Employee the Shares registered in the Employee’s
name. No compensation accrued after September 30, 2020 or any compensation accrued up to or on September 30, 2020 in excess of
the Compensation amount shall be considered to be part of the right to Compensation exchanged hereunder. The Employee acknowledges
that upon the occurrence of the Exchange 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 (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 Employee 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 Employee, 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 (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 employee 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.


 


(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).


 




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


 


3.
Covenants, Representations and Warranties of the Employee. The
Employee 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. Employee 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 Employee and constitutes a legal, valid and binding obligation of the Employee, 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 Employee 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 Employee acknowledges that the Shares may
not be freely transferable upon receipt. The Employee has such knowledge and experience in financial and business matters that
the Employee is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment
without impairing the Employee’s financial condition and is able to bear the economic risk of such investment for an indefinite
period of time. The Employee 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
Employee acknowledges and agrees that (a) the Employee has been furnished with all materials the Employee considers relevant to
making this exchange decision and to enter into this Agreement and effectuate the Exchange 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
Employee 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 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 Employee 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 to make an informed investment decision with respect
to such Exchange, (d) the Employee 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 Employee by or on behalf of the Company.


 




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


 


(e)
Further Action. The Employee 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.


 


(f)
Exchange. The terms of the Exchange 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 Employee.


 


(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 Employee 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 Employee. The rights, interests or obligations hereunder may
not be assigned by the Employee 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 Employee 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 Employee, at the Employee’s address or facsimile number set forth on the signature
page hereto, or at such other address as the Employee 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 Employee 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.


 




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


 


(i)
Only Company Liable. In no event shall any stockholder, officer, director or employee 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 Employee of
any covenant, representation or warranty set forth in Section 3. The Employee 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)


 


 




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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/
    Timothy Jones                  	 
	Name:	Timothy
    Jones	 
	Title:	President
    and Chief Executive Officer	 


 


Address
for notices:


 


RespireRx
Pharmaceuticals Inc.


Attention:
Timothy Jones


126
Valley Road, Suite C


Glen
Rock, NJ 07452


(phone):
856-278-8199


(email):
tjones@respirerx.com


 




    	 



     


    

 


EMPLOYEE:



 


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

                                                         Treasurer,
                                         Secretary of RespireRx Pharmaceuticals Inc.
	 


 


Address
for notices:


PO
Box 1167, 354 Widow Gavits Road


Bridgehampton,
NY 11932-1167


(phone):
917-834-7296


(email):
jmargolis@respirerx.com