Exhibit 99.5


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) INCLUSION IN A QUALIFIED OFFERING PURSUANT TO REGULATION A UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (C) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, SECTION 4(A)(1), OR
OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal
    Amount: $75,000.00	Issue
    Date: July 30, 2020


 


Purchase
Price: $68,250.00


Original
Issue Discount: $6,750


 


10%
CONVERTIBLE NOTE


 


FOR
VALUE RECEIVED, RESPIRERX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower” or “Company”)
(Trading Symbol: RSPI), hereby promises to pay to the order of EMA FINANCIAL, LLC, a Delaware limited liability company,
or its registered assigns (the “Holder”), on October 30, 2021, (subject to extension as set forth below, the “Maturity
Date”), the sum of $75,000.00 as set forth herein, together with interest on the unpaid principal balance hereof at the
rate of ten percent (10%) per annum (the “Interest Rate”) from the date of issuance hereof until this Note plus any
and all amounts due hereunder are paid in full, and any additional amounts set forth herein, including without limitation any
Additional Principal (as defined herein). Interest shall be computed on the basis of a 365-day year and the actual number of days
elapsed. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four
(24%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder
shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall
hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed
to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding
day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in
full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest
due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or
a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain
closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain
Securities Purchase Agreement entered into by and between the Company and Holder dated on or about the date hereof, pursuant to
which this Note was originally issued (the “Purchase Agreement”).


 




    	 



    	 



    

 


This
Note carries an original issue discount of $6,750 (the “OID”), to cover the Holder’s monitoring costs associated
with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this
Note shall be $68,250.00, computed as follows: the Principal Amount minus the OID.


 


This
Note is 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 Borrower and will not impose personal liability upon the holder thereof.


 


The
following terms shall also apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1.
Conversion Right. The Holder shall have the right, in its sole and absolute discretion, at any time from time to time,
to convert all or any part of the outstanding amount due under this Note (such outstanding amount includes but is not limited
to the principal, interest and/or Default Interest accrued, plus any and all other amounts owed pursuant to the terms of this
Note) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at
the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided,
however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of
this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon
the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes
of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion
may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and
the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by
the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each Conversion
of this Note (“Conversion Shares”) shall be determined by dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit
A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided
that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result
in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date
(the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note,
the sum of (1) the principal amount of this Note to be converted in such Conversion, plus (2) accrued and unpaid interest,
if any, to be converted in such Conversion at the interest rates provided in this Note to the Conversion Date, plus (3)
at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or
(2), plus (4) any Additional Principal for such Conversion, plus (5) at the Holder’s option, any amounts owed
to the Holder pursuant to Sections 1.2(c) and 1.4(g) hereof.


 




    	 



    	 



    

 


1.2.
Conversion Price.


 


a)
Calculation of Conversion Price. The conversion price hereunder (the “Conversion Price”) per share shall equal
(i) $0.02 (the “Fixed Conversion Price”), or (ii) following an Event of Default, the lower of: (A) the Fixed Conversion
Price, (B) discount to market based upon subsequent financings with other investors; or (C) sixty percent (60% which is equivalent
to a 40% discount) multiplied by the lowest traded price of the Common Stock during the twenty-one (21) consecutive Trading Day
period immediately preceding the Conversion Date (the “Default Conversion Price”), or (iii) if there is not an Event
of Default and a conversion occurs at the Fixed Conversion Price and the lowest traded price of the Common Stock is less than
the Fixed Conversion Price on each of the three consecutive Trading Days after the Conversion Date during which the Holder actually
has received from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately
upon receipt unrestricted and freely tradable by the Holder either by way of Rule 144 as promulgated by the SEC (“Rule 144”),
Section 4(a)(1) of the Securities Act (“Section 4(a)(1)”), or other applicable exemption, then the Conversion Price
shall be deemed to have been retroactively adjusted, as of the Conversion Date, to a price equal to sixty-five percent (65%) multiplied
by the lowest volume weighted average price of the Common Stock during the twenty-one (21) consecutive Trading Day period immediately
preceding the Conversion Date (the “Alternate Conversion Price”), and the Company shall, on the fourth Trading Day
following the Conversion Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to the
difference between (Y) the number of Conversion Shares received upon conversion of the applicable Conversion Amount at the Fixed
Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount as of
the Conversion Date at the Alternate Conversion Price (subject to the beneficial ownership limitations contained in Section 1.1,
such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership limitations).
Upon the occurrence of the events described in Section 1.2(a)(iii), the Conversion Price shall equal the Alternative Conversion
Price for all future conversions unless an Event of Default occurs, at which time the Conversion Price shall equal the Default
Conversion Price. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC
Pink or on the principal securities exchange, market place, or other securities market on which the Common Stock is then being
traded. If such Common Stock is not traded on the OTCQX, OTCQB, OTC Pink, NASDAQ or NYSE, then such sale price shall be the sale
price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no
sale price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market
makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale
price cannot be calculated for such security on such date in the manner provided above, such price shall be the fair market value
as mutually determined by the Borrower and the Holder. Additionally, the Borrower acknowledges that it will take all reasonable
steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of Common Stock to
Holder. So long as the requested sale may be made pursuant to Rule 144, Section 4(a)(1), or other applicable exemption, the Company
agrees to accept an opinion of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock issuable
or issued to Holder on conversion of this Note. In addition, the Holder shall be entitled to deduct $600.00 from the conversion
amount in each Notice of Conversion to cover Holder’s legal fees associated with each Notice of Conversion. Additionally,
if the Company ceases to be a reporting company pursuant to the 1934 Act at any time after the Issue Date or if the Note cannot
be converted into free trading shares after 181 days from the issuance date, or if the Common stock is chilled for deposit at
DTC, becomes chilled at any point while this Note remains outstanding or a deposit or other additional fees are payable due to
a Yield Sign, Stop Sign or other trading restrictions, or if the closing price at any time falls below $0.001 (as appropriately
and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then an additional 7.5% discount
will be attributed to the Conversion Price for any and all Conversions submitted thereafter. If, prior to the repayment or conversion
of this Note, in the event the Borrower consummates a registered, qualified or unregistered primary offering of its securities
for capital raising purposes (a “Primary Offering”) with aggregate net proceeds in excess of $2,500,000, the Holder
shall have the right, in its discretion, to demand repayment in full of an amount equal to any outstanding Principal Amount and
interest (including Default Interest) under this Note as of the closing date of the Primary Offering.


 




    	 



    	 



    

 


b)
If at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value of the Common
Stock, then the Conversion Price hereunder shall equal such par value for such Conversion and the Conversion Amount for such Conversion
shall be increased to include Additional Principal, where “Additional Principal” means such additional amount to be
added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion
to equal the same number of Conversion Shares as would have been issued had the Conversion Price not been subject to the minimum
price set forth in this Section 1.2(b).


 


c)
Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the free trading shares of Common Stock issuable upon conversion of this Note is not delivered
by the Deadline (as defined below) the Borrower shall pay to the Holder $250.00 per day in cash, for each day beyond the Deadline
that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth 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 this Note, in which
event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible
into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert this Note is a valuable
right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion right are
difficult if not impossible to quantify. Accordingly, the parties acknowledge that the liquidated damages provision contained
in this Section are justified.


 


1.3.
Authorized Shares. The Borrower covenants that the Borrower will at all times while this Note is outstanding reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion or adjustment of this Note. The Borrower is required at all times to have authorized
and reserved five (5) times the number of shares that is actually issuable upon full conversion or adjustment of this Note (based
on the Conversion Price of the Notes in effect from time to time) (the “Reserved Amount”). Initially, the Company
will instruct the Transfer Agent to reserve 27,500,000 shares of common stock in the name of the Holder for issuance upon conversion
hereof and shall be in addition to any reserve requirements associated with any other securities, including, but not limited to
warrants of or issued by the Borrower, held by the Holder of this Note. The Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make
any change to its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible
at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall
be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of this
Note in full. So long as this Note is outstanding, and to the extent the information herein requested is not material non-public
information, the Borrower shall instruct the Transfer Agent that upon Holder’s request it shall furnish to the Holder the
then current number of common shares issued and outstanding, the then current number of common shares authorized, the then current
number of unrestricted shares, and the then current number of shares reserved for third parties. If the response to such request
would involve material non-public information, the Borrower shall use its best efforts to put such information into the public
domain by filing a Form 8-K or such other reasonable means as determined by the Company. The Borrower (i) acknowledges that it
has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note,
and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with
the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance
with the terms and conditions of this Note.


 




    	 



    	 



    

 


If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of
the Note.


 


1.4.
Method of Conversion.


 


a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time
and from time to time after the Issue Date, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion
(by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York,
New York time).


 


b)
Book Entry upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the
entire unpaid balance of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such
records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder
first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order
of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes)
may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by
acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a
portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount
stated on the face hereof.


 




    	 



    	 



    

 


c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


d)
Delivery of Common Stock upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder
certificates for the Common Stock issuable upon such conversion within one (1) business day after such receipt or such an event
(the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of
this Note) in accordance with the terms hereof and the Purchase Agreement. The Holder shall be entitled to deduct $400.00 from
the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.


 


e)
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a duly and properly executed Notice of
Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding
principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion or adjustment,
and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note
being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s
obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence
of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of
any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation
of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise
limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice
of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent by the Holder to the Borrower or Borrower’s
transfer agent before 11:59 p.m., New York, New York time, on such date.


 




    	 



    	 



    

 


f)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with
DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. In the event that the shares of the Borrower’s
Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional 10% discount will be
attributed to the Conversion Price.


 


g)
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon
conversion or adjustment of this Note is not delivered by the Deadline, the Borrower shall pay to the Holder $250.00 per day in
cash up to a maximum of $2,000.00, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock to the
Holder. Such cash amount shall be paid to Holder by the fifth 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 this Note, in which event interest shall accrue thereon
in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note. The Borrower agrees that the right to convert and/or receive shares in the event of an adjustment
is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion
or adjustment right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages
provision contained in this Section 1.4(g) are justified.


 


h)
The Borrower acknowledges that it will take all reasonable steps necessary or appropriate, including accepting an opinion of counsel
to Holder confirming the rights of Holder to sell shares of Common Stock issued to Holder on conversion or adjustment of the Note
pursuant to Rule 144, Section 4(a)(1), or other applicable exemption. So long as the requested sale may be made pursuant to Rule
144, Section 4(a)(1), or other applicable exemption, the Borrower agrees to accept an opinion of counsel to the Holder which opinion
will be issued at the Borrower’s expense.


 


i)
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall
be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge
or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from
the reservation and issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer
Agent as a condition to effectuate such issuance. That notwithstanding, the Holder may in the interest of securing issuance and/or
delivery of Common Stock before the Deadline, at any time from time to time, in its sole discretion elect to pay any such fees
or charges upfront, and Company agrees that any such fees or charges as noted in this Section that are paid by the Holder (whether
from the Company’s delays, outright refusal to pay, Holder’s interest in securing issuance and/or delivery of Common
Stock before the Deadline, or otherwise), will be at Company’s expense, and the conversion amount will automatically be
reduced by that dollar amount to cover the cost of the fees or charges as noted in this Section (for the avoidance of doubt, the
aforementioned reduction in the conversion amount shall not cause a reduction in the share amount to be issued to the Holder pursuant
to such conversion).


 




    	 



    	 



    

 


1.5.
Restricted Securities. The shares of Common Stock issuable upon conversion or adjustment of this Note may not be sold or
transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) are included
in a qualified offering pursuant to Regulation A under the Act, or (iii) the Borrower or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be 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 or (iv) such shares are sold or transferred pursuant to Rule 144, Section 4(a)(1), or other applicable exemption,
or (v) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or
otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase
Agreement). Any legend set forth on any stock certificate evidencing any Conversion Shares shall be removed and the Borrower shall
issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have
received an opinion of counsel form, substance and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall
be reasonably acceptable to the Company, or (ii) in the case of the Common Stock issued or issuable upon conversion of this Note,
such security is registered for sale by the Holder under an effective registration statement filed under the Act or is included
in a qualified offering pursuant to Regulation A under the Act, or otherwise may be sold pursuant to Rule 144, Section 4(a)(1),
or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be
immediately sold.


 


1.6.
Effect of Certain Events.


 


a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be treated
pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership,
association, trust or other entity or organization.


 


b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event (“Reorganization Event”), as a result of which shares of Common Stock of the Borrower shall be changed
into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity,
or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a
plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to accelerate the Maturity
Date to the date of the Reorganization Event or receive upon conversion of this Note, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities
or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately
prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion
of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter
deliverable upon the conversion hereof. The Borrower shall not affect any Reorganization Event unless the resulting successor
or acquiring entity assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly
apply to successive consolidations, mergers, sales, transfers or share exchanges.


 




    	 



    	 



    

 


c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire
its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note as of or after (in the event of a stock dividend) the date of record for determining shareholders entitled to such
Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common
Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution. Such assets shall be held in escrow by the Company pending any such
conversion


 


d)
Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares
of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.


 


e)
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any securities
convertible into or exercisable for Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares;
(C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or
(D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then
the Conversion Price (and each sale or bid price used in determining the Conversion Price, if applicable) shall be subject to
equitable adjustments for such events.


 


f)
Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 




    	 



    	 



    

 


g)
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish
to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time
would be received upon conversion of the Note.


 


1.7.
Revocation. If any Conversion Shares are not received by the Deadline, the Holder may revoke the applicable Conversion
pursuant to which such Conversion Shares were issuable. This Note shall remain convertible after the Maturity Date hereof until
this Note is repaid or converted in full.


 


1.8.
Prepayment. Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any
time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) calendar days following
the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5)
Trading Days prior written notice to the Holder of this Note, to prepay up to the outstanding balance on this Note (principal
and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than fifteen (15) Trading Days
from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding
Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note in whole or in
part until the Optional Prepayment Amount (as defined herein) is paid to the Holder. On the date fixed for prepayment (the “Optional
Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order
of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment
Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash
(the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w)
the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount
of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w)
and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an
Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business
days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section. After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the
“Prepayment Factor” shall equal: one hundred ten percent (110%) if the Optional Prepayment Date occurs during one
(1) through ninety (90) calendar days following the Issue Date; and one hundred fifteen percent (115%) if the Optional Prepayment
Date occurs during ninety-one (91) through one hundred eighty (180) calendar days following the Issue Date.


 




    	 



    	 



    

 


1.9.
Reserved.


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1.
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not
without the Holder’s written consent, pay, declare or set apart for such payment, any dividend or other distribution (whether
in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the
form of additional shares of Common Stock.


 


2.2.
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the
Borrower or any warrants, rights or options to purchase or acquire any such shares.


 


2.3.
Borrowings; Liens. Notwithstanding section 4(l) of the Purchase Agreement, so long as the Borrower shall have any obligation
under this Note, the Borrower shall not (i) create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise
become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of
negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in
existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or
(b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, or (ii) enter into,
create or incur any liens, claims or encumbrances of any kind, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom, securing any indebtedness occurring after the date
hereof. Notwithstanding the foregoing, Borrower may enter into one or more notes that are, in effect, commitment notes, with respect
to any equity line or other similar transaction into which Borrowers enters.


 


2.4.
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary
course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Notwithstanding the foregoing, Borrower may contribute or otherwise transfer any or all assets into one or more, initially, majority
owned subsidiaries.


 


2.5.
Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, lend money, give credit or make advances to any officers, directors, employees, subsidiaries
and affiliates of the Borrower, except loans, credits or advances in existence or committed on the date hereof and which the Borrower
has informed Holder in writing prior to the date hereof.


 




    	 



    	 



    

 


2.6.
Charter. So long as the Borrower shall have any obligations under this Note, the Borrower shall not amend its charter documents,
including without limitation its certificate of incorporation and bylaws, in any manner that materially and adversely affects
any rights of the Holder. Notwithstanding the foregoing, Borrower may amend its charter documents without limitation to designate
one or more series of preferred stock in accordance with its charter documents as such exist on the date of this Note.


 


2.7.
Transfer Agent. The Borrower shall not change its transfer agent without the prior written consent of the Holder. Any replacement
of the transfer agent by the Borrower, or resignation by the transfer agent without a replacement transfer agent consented to
by the Holder prior to such replacement taking effect shall constitute an Event of Default hereunder.


 


2.8.
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the
Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant
to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(l0)
of the Securities Act (a “3(a)(l0) Transaction”). In the event that the Borrower does enter into, or makes any issuance
of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages
charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars $15,000, will be assessed
and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance
of this Note. Notwithstanding the foregoing, Borrower may enter into any number of 3(a)(9) transactions that would result in the
issuance of Common Stock or equity-linked securities including, but not limited to options (whether or not such options are part
of a plan approved by the Board of Directors or shareholders of the Borrower) and warrants as (i) direct payment of outstanding
accounts payable or accrued expenses with vendors, consultants or advisors or (ii) accrued compensation and related benefits or
(iii) direct payment of notes outstanding as of the date of this Note.


 


ARTICLE
III. EVENTS OF DEFAULT


 


Any
one or more of the following events which shall occur and/or be continuing shall constitute an event of default (each, an “Event
of Default”):


 


3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this
Note, whether at maturity, upon acceleration or otherwise.


 


3.2
Conversion and the Shares. The Borrower fails to reserve the Reserved Amount under this Note at all times for the Holder,
issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so
at any time following the execution hereof or) upon exercise by the Holder of the conversion rights of the Holder in accordance
with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated
form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its
transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock
to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to
remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued
to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for
three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain
current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is
delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the
Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be
paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.


 




    	 



    	 



    

 


3.3
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this
Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of
three (3) days after written notice (via email) thereof to the Borrower from the Holder.


 


3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement,
statement, certificate, or any other document given in writing pursuant hereto or in connection herewith (including, without limitation,
the Purchase Agreement, and/or the due diligence questionnaire provided by the Borrower to the Holder on or around the Issue Date),
shall be false or misleading in any material respect when made and/ or the breach of which has (or with the passage of time will
have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed.


 


3.6
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary
of the Borrower or any of its property or other assets, not previously reported as or within the liabilities of the Borrower in
its financial statements filed with the SEC, for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.


 




    	 



    	 



    

 


3.8
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCQX,
OTCQB, OTC Pink or an equivalent replacement marketplace or exchange, any of the NASDAQ markets, the NYSE or NYSE MKT.


 


3.9
Failure to Comply with the Exchange Act. The Borrower shall fail to comply in any material respect with the reporting requirements
of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.10
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.11
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to
pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as
a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.12
Maintenance of Assets. The failure by Borrower, during the term of this Note, to maintain any material intellectual property
rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).


 


3.13
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any
date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result
of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on
the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.14
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice
to the Holder.


 


3.15
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails
to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.16
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents,
an event of default in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall,
at the option of the Holder, be considered an Event of Default under this Note, in which event the Holder shall be entitled (but
in no event required) to apply all rights and remedies of the Holder under the terms of this Note by reason of an event of default
under said Other Agreement. “Other Agreements” means, collectively, all agreements and instruments between, among
or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation,
promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents
to this Note. Subject to the foregoing, each of the loan transactions will be cross-defaulted with each other loan transaction
and with all other existing and future debt of Borrower to the Holder.


 




    	 



    	 



    

 


3.17
Inside Information. Except as may be necessary or appropriate to ensure that Purchaser provides information for any Piggy-Back
Registration or Piggy-Back Qualification pursuant to Section 3.1 of Exhibit C to the Purchase Agreement, the Borrower or its officers,
directors, and/or affiliates attempt to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the
Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder
or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation
FD on that same date or with the filing of some other appropriate Form with the SEC.


 


3.18
Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.001 on the “Ask” with
zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement
exchange).


 


3.19
Delisting or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common
Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any
level of the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT.


 


3.20
Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder
is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder,
the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate
the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant
to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.


 


Upon
the occurrence of any Event of Default specified in Article III of the Note, the Note shall become immediately and automatically
due and payable without demand, presentment or notice and the Borrower. Upon the occurrence of any Event of Default specified
in this Article III, the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal
to the greater of (i) 200% times the sum of (w) the then outstanding principal amount of this Note plus (x)
accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Repayment
Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any
amounts owed to the Holder pursuant to Section and 1.4(g) hereof (the then outstanding principal amount of this Note to the date
of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”)
or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares
of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the
Trading Day immediately preceding the Mandatory Repayment Date as the “Conversion Date” for purposes of determining
the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion
Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest closing price for
the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior
to the Mandatory Repayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,
including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other
rights and remedies available at law or in equity. If at any time while this Note is outstanding the Borrower’s Common Stock
trades below $0.0011, the principal amount of the Note shall automatically and without further action increase by twenty-five
thousand dollars ($25,000).


 




    	 



    	 



    

 


The
Holder shall have the right at any time after the occurrence of an Event of Default, to require the Borrower, to immediately issue,
in lieu of the Default Amount and/or Default Sum, the number of shares of Common Stock of the Borrower equal to the Default Amount
and/or Default Sum divided by the Conversion Price then in effect, subject to issuance in tranches due to the beneficial ownership
limitations provided in this Note.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1.
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2.
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 facsimile or email, with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email or number designated in the Purchase Agreement (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.


 


4.3.
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and
the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
(and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then
as so amended or supplemented.


 


4.4.
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined
in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.


 


4.5.
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 




    	 



    	 



    

 


4.6.
Governing Law. This Note shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to conflicts of laws principles that would result in the application of the substantive
laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by
this Agreement must be brought only in the civil or 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. Both parties and the individual signing this Agreement on behalf of the Borrower
agree to submit to the jurisdiction of such courts. 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 Note 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 unenforceability of any other provision of this Note. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any
other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other decision in favor of the Holder. This Note shall be deemed an unconditional
obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against
Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute
in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which
Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s
rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document
or agreement was delivered together herewith or was executed apart from this Note.


 


4.7.
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.


 


4.8.
Disclosure. Upon receipt or delivery by the Company of any notice in accordance with
the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute
material, non-public information relating to the Company or any of its Subsidiaries, the Company shall within one (1) Trading
Day after any such receipt or delivery, publicly disclose such material, non-public information on a Current Report on Form 8-K
or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company
or any of its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in
the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute
material, non-public information relating to the Company or its Subsidiaries.


 




    	 



    	 



    

 


4.9.
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or
any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled
to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or
any proposed liquidation, dissolution or winding up of the Borrower, or any Reorganization Event, the Borrower shall mail a notice
to the Holder, to the extent practicable, at least twenty (20) days prior to the record date specified therein (but in any event
at least fifteen (15) days prior to the record date specified therein), or if there is no such record date, the consummation of
the transaction or event, of the date on which any such record is to be taken or the consummation of the transaction or event
is to occur, as applicable, for the purpose of such dividend, distribution, right or other event, and a brief statement regarding
the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall
make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification
to the Holder in accordance with the terms of this Section 4.9.


 


4.10.
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Note, that the Holder 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 Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


4.11.
Usury. This Note shall be subject to the anti-usury limitations contained in the Purchase Agreement.


 


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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date first
set forth above.


 


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


 




    	 



    	 



    

 


EXHIBIT
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 10% convertible note of RespireRx Pharmaceuticals, Inc., a Delaware corporation
(the Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions
hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions
as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except
for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company
that its ownership of the Common Stock does not exceed the amounts specified under Section 1.1 of this Note, as determined in
accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements
under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock pursuant to any prospectus.


 


Conversion
calculations:


 


Issue
Date of Note: ______________________________________


Date
to Effect Conversion: _________________________________


 


Conversion
Price: ________________________________________


Principal
Amount of Note to be Converted: _____________________


Less
applicable fees under the Note: __________________________


Amount
of Note to be Converted: ____________________________


 


Interest
Amount to be Converted: ____________________________


Less
applicable fees under the Note: __________________________


Amount
of Note to be Converted: ____________________________


 


Additional
Principal on Account of Conversion


Pursuant
to Section 1.2(b) of the Note: _________________________


 


Number
of shares of Common Stock to be issued: _________________


Remaining
Principal Balance of Note: ___________________________


 


Signature:
____________________________________


 


Name:
____________________________________


 


Address
for Delivery of Common Stock Certificates:_______________


_______________________________________________________


_______________________________________________________


 


Or


 


DWAC
Instructions:


DTC
No: ____________________________________


Account
No: ____________________________________