Exhibit
99.2


 


THIS
INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY
HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. 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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, 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: $137,500.00	Issue
    Date: July 2, 2020
	Purchase
    Price: $125,000.00	 


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (hereinafter called the “Borrower”
or the “Company”) (Trading Symbol: RSPI), hereby promises to pay to the order of FIRSTFIRE GLOBAL OPPORTUNITIES
FUND LLC, a Delaware limited liability company, or registered assigns (the “Holder”), in the form of lawful money
of the United States of America, the principal sum of $137,500.00, which amount is the $125,000.00 actual amount of the purchase
price (the “Consideration”) hereof plus an original issue discount in the amount of $12,500.00 (the “OID”)
(subject to adjustment herein) (the “Principal Amount”) and to pay interest on the unpaid Principal Amount hereof
at the rate of ten percent (10%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”)
with such interest to be guaranteed and added at issuance. All payments of interest and principal due hereunder, subject to the
terms hereof, shall be paid in accordance with the attached payment schedule set forth under Schedule A hereto. The maturity date
shall be nine (9) months from the Issue Date (the “Maturity Date”), and is the date upon which the principal sum,
the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable.


 


It
is further acknowledged and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount
of all expenses incurred by the Holder relating to the conversion of this Note into shares of Common Stock. All such expenses
shall be deemed added to the Principal Amount hereunder to the extent such expenses are paid by the Holder.


 


This
Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.


 


This
Note shall be a subordinate obligation of the Company, with priority over all future Indebtedness (as defined below) of the Company
as provided for herein.


 


Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the
actual number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at
the rate of the lesser of (i) twenty-four percent (24%) per annum and (ii) the maximum amount permitted by law from the due date
thereof until the same is paid (“Default Interest”).


 


All
payments due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower
(the “Common Stock”) in accordance with the terms hereof) 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.


 




    	 



     


    

 


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”).
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. As used herein,
the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal
Market (as defined in the Purchase Agreement), any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.


 


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 apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1
Conversion Right. The Holder shall have the right to convert all or any portion of the then outstanding and unpaid Principal
Amount and interest (including any Default Interest) 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 (as defined below) 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 this Note 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 Conversion Shares 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 then outstanding shares of Common Stock. For
purposes of the proviso set forth in 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 “1934 Act”), and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such proviso, provided, however, that the limitations on conversion
may be waived (up to 9.99%) by the Holder upon, at the election of the Holder, not less than (sixty-one) 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 Conversion Shares to be issued
upon each conversion of this Note 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 or Borrower’s transfer agent 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) at
the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate 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).


 






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1.2
Conversion Price.


 


(a)
Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any
Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”)
shall be equal to $0.02 (the “Fixed Conversion Price”), provided, further, that upon any Event of Default (defined
herein) after the Issue Date, the Conversion Price shall equal the lower of (i) the Fixed Conversion Price; (ii) discount to market
based upon subsequent financings with other investors; or (iii) sixty percent (60%) multiplied by the lowest traded price of the
Common Stock during the twenty-one (21) consecutive Trading Day period immediately preceding the date of the respective conversion
(the “Alternate Conversion Price”); and provided, further, however, and notwithstanding the above calculation
of the Alternate Conversion Price, but only with respect to the Alternate Conversion Price, pursuant to this Section 1.2, if the
lowest traded price of the Common Stock is less than the Conversion Price on the date following the Conversion Date (the “Free
Trading Share Receipt Date”) on which the Holder actually receives 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 (A) registration under the 1933 Act or (B) pursuant to Regulation A or (C) pursuant to Rule 144 under the 1933 Act (or
a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”), Regulation
S under the 1933 Act (or a successor rule) (“Regulation S”), 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 on the Free Trading Shares Receipt Date (the “Free Trading
Shares Receipt Date Conversion Price”), and the Company shall, on the Trading Day following the Free Trading Share Receipt
Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to the difference between (Y)
the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Conversion Price and (Z)
the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt
Date 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); and provided, further, however,
and notwithstanding the above calculation of the Conversion Price, 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 (x) 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. The Borrower shall provide the Holder no less
than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to demand repayment
as described above. To the extent the Alternate Conversion Price is below the par value per share, the Borrower will take all
steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided
however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Alternate Conversion
Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion
of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Alternate Conversion Amount
for such conversion may 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 adjusted
by the Holder to the par value price. In the event the Borrower has a DTC “Chill” on its shares, may demand repayment
as described above, while that “Chill” is in effect.


 


(b)
Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the
event the Borrower (i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation
or entity (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged)
or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the
Borrower) publicly announces a tender offer to purchase fifty percent (50%) or more of the Common Stock (or any other takeover
scheme) (any such transaction referred to in clause (i) or (ii) being referred to herein as a “Change in Control”
and the date of the announcement referred to in clause (i) or (ii) is being referred to herein as the “Announcement Date”),
then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination
Date (as defined below), be equal to the lower of (x) the Conversion Price and (y) the Acquisition Price (as defined below). From
and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in Section 1.2(a).
For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed Change
in Control for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower
(in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces
the termination or abandonment of the proposed Change in Control which caused this Section 1.2(b) to become operative. For purposes
hereof, “Acquisition Price” shall mean a price per share of Common Stock derived by dividing (x) the total consideration
(in cash, equity, earn-out or similar payments or otherwise) paid or to be paid to the Borrower or its shareholders in the Change
in Control transaction by (y) the number of authorized shares of Common Stock outstanding as of the business day prior to the
Announcement Date.


 




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1.3
Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower
will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide
for the issuance of a number of Conversion Shares multiplied by (ii) five (5) (the “Reserved Amount”). In the
event that the Borrower shall be unable to reserve the entirety of the Reserved Amount (the “Reserve Amount Failure”),
the Borrower shall promptly take all actions necessary to increase its authorized share capital to accommodate the Reserved Amount
(the “Authorized Share Increase”), including without limitation, all board of directors actions and approvals and
promptly (but no less than sixty (60) days following the calling and holding a special meeting of its shareholders no more than
sixty (60) days following the Reserve Amount Failure to seek approval of the Authorized Share Increase via the solicitation of
proxies. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless
of any prior conversions. The Borrower represents that upon issuance, the Conversion 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 Conversion Shares 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. The Borrower (i) acknowledges that it
has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion
Shares issued as contemplated by Section 1.4(f) hereof, 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 or cause the Company to electronically
issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion
Shares to be issued as contemplated by Section 1.4(f) hereof 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 this Note.


 


1.4
Method of Conversion.


 


(a)
Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, on any Trading Day, at any time
on or 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).
Any Notice of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received
on the next Trading Day.


 


(b)
Surrender of Note 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 Principal Amount 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.


 




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(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 Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f)
hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the
entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the
Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number
of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share
register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which
the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition
to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline
and during such Conversion Failure an amount equal to two percent (2%) of the product of (A) the sum of the number of Conversion
Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price
of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion
Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void
its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of this Note that has not
been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not affect the
Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing,
if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion
Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion
Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation
pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise
that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall
terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion
Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the
Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically
deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.


 


(e)
Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower
or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon
such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest)
under this Note shall be reduced to reflect such conversion, 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 the Conversion
Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) 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
to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.


 




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(f)
Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, 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 Conversion Shares issuable upon conversion hereof
to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission
system.


 


1.5
Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless
(i) such shares are sold pursuant to an effective registration statement under the 1933 Act, (ii) such shares are included in
a qualified offering pursuant to Regulation A under the 1933 Act, (iii) the Borrower or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect
that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (iv) such
shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, 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).
Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time
as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation
S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend,
shall bear a legend substantially in the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
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 REGUALTION A UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (C) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE
144A, REGULATION S, 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.”


 


The
legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion
Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by
electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable
state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under
the 1933 Act or pursuant to a qualified offering under Regulation A under the 1933 Act or otherwise may be sold pursuant to Rule
144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular
date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by
and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion
Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or
transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any
such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the
legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company
does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an
exemption from registration, such as Rule 144, Rule 144A or Regulation S, at the Deadline, notwithstanding that the conditions
of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event
of Default under this Note.


 




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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, 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 either: (i) be deemed to be an Event of
Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such
transaction an amount equal to the Default Amount (defined in Section 3.25) or (ii) 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 this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar 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 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 effectuate any
transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of
shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert
this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) 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 after 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.


 


(d)
Purchase Rights. If, at any time when all or any portion of this Note is 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.


 




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(e)
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
Adjustments to Conversion Price. At any time after the Issue Date, (i) if in the case that the Borrower’s Common
Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery
of shares of the Borrower’s Common Stock specified in a Notice of Conversion), (ii) if the Borrower ceases to be a reporting
company pursuant or subject to the Exchange Act, (iii) if the Borrower loses a market (including the OTC Pink, OTCQB or an equivalent
replacement exchange) for its Common Stock, (iv) if the Borrower fails to maintain its status as “DTC Eligible” for
any reason, (v) if the Conversion Price is less than one cent ($0.01), (vi) if the Note cannot be converted into free trading
shares on or after six months from the Issue Date, (vii) if at any time the Borrower does not maintain or replenish the Reserved
Amount (as defined herein) within three (3) business days of the request of the Holder, (viii) if the Borrower fails to maintain
the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq Capital Market,
the Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, or the NYSE MKT, (ix) if the Borrower
fails to comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability
of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a
fully-reporting issuer registered with the SEC, the requirements for XBRL filings, the requirements for disclosure of financial
statements on its website, (x) if the Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior
written notice to the Holder, (xi) if OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop
Sign), ‘Limited Information’ (Yield Sign), ‘Caveat Emptor’ (Skull and Crossbones), ‘Control Dispute’
(Judicial Mallet), ‘Bankruptcy’ (Crossed out dollar sign), ‘Promotion Risk’ (Megaphone), ‘Shell
Risk’ (Shell), ‘Prohibited Service Provider’ (Crossed out circle), ‘Dark or Defunct’ (Lunar Eclipse),
‘Delinquent’ (Circle Cross Hatch with four dots) or ‘OTC’, ‘Other OTC’ or ‘Grey Market’
(Exclamation Mark Sign), ‘Unable to Contact’ (Question Mark in a Circle), (xii) the restatement of any financial statements
filed by the Borrower with the SEC for any date or period from two (2) 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, (xiii)
any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq
Capital Market, the Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, or the NYSE MKT, and such
cessation of trading shall continue for a period of five consecutive (5) Trading Days, and/or (xiv) the Borrower loses the “bid”
price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2), and/or
(xv) if the Holder is notified in writing by the Company or the Company’s transfer agent that the Company does not have
the necessary amount of authorized and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to
a Conversion Notice, then in addition to all other remedies under this Note (including but not limited the default provisions
provided in this Note), the Holder shall be entitled to increase, by fifteen percent (15%) for each occurrence, cumulative or
otherwise, the discount to the Conversion Price shall apply for all future conversions under the Note. The Holder maintains the
option and sole discretion to increase by Ten Thousand and No/100 United States Dollars ($10,000.00) per each occurrence described
above (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date)
the principal amount of the Note instead of applying further discounts to the Conversion Price.


 




    	8



     


    

 


1.8
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby
(other than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated
portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s
rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates
for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder
because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not
received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline
with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its
status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with
respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note
to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been
converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this
Note.


 


1.9
Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time prior to or as of (but not following)
the earlier of the (i) the first Conversion Date hereunder and (ii) the 180th calendar day after the Issue Date, the Borrower
shall have the right, exercisable on not less than one (1) Trading Days prior written notice to the Holder of the Note, to prepay
the outstanding Principal Amount and interest (including any Default Interest) then due under this Note, in whole or in part,
in accordance with this Section 1.9. 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 one (1) Trading Days from the date of the Optional
Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment
of the amounts designated 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 at any time
within the initial thirty (30) calendar days following the Issue Date, the Borrower shall make payment to the Holder of an amount
in cash equal to the sum of: (w) 105% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest
on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in
clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 31st calendar days through the
120th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash equal
to the sum of: (w) 110% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the
Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses
(w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 121st calendar day through
the 180th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash
equal to the sum of: (w) 115% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest
on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in
clauses (w) and (x). Borrower shall not be entitled to prepay any other amounts due under the Note after the 180th
calendar day.


 


1.10
Amortization Payments. The Borrower shall make the following amortization payments in cash to the Holder towards the repayment
of this Note, as provided in the following table:


 


	Payment
    Date:	 	Payment
    Amount:	 
	 	 	 	 	 
	11/01/2020	 	$	30,250.00	 
	12/01/2020	 	$	30,250.00	 
	01/01/2021	 	$	30,250.00	 
	02/01/2021	 	$	30,250.00	 
	03/01/2021	 	$	30,250.00	 



 


ARTICLE
II. RANKING AND CERTAIN COVENANTS


 


2.1
Ranking and Security. The obligations of the Borrower under this Note shall rank subordinate with respect to any and all
Indebtedness incurred as of or following the Issue Date.


 




    	9



     


    

 


2.2
Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly
or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to (in
priority of payment and performance) the Borrower’s obligations hereunder. As used in this Section 2.2, the term “Borrower”
means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness
of the Borrower for borrowed money or for the deferred purchase price of property or services, including any type of letters of
credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents
or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by
notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance
the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase
price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in
clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the
kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or
unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or
unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower, whether or not
the Borrower has assumed or become liable for the payment of such obligation.


 


2.3
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 (a) 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 or (b) directly or indirectly or through any subsidiary make any other payment
or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which
is approved by a majority of the Borrower’s disinterested directors.





 


2.4
Restriction on Stock Repurchases and Debt Repayments. 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, or repay any pari
passu or subordinated indebtedness of Borrower.


 


2.5
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.


 


2.6
Advances and Loans; Affiliate Transactions. 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, make advances to or enter into any transaction
with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries
and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the
Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties,
made in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000.00.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed
to any such party.


 


2.7
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”).
Notwithstandng the foregoing, Borrower may enter into 3(a)(9) transactions with officers, directors and other employees with respect
to forgiveness of accrued compensation for equity or equity-linked securities, as well as similar transactions with vendors, contractors,
service providers, agents (“Vendors”) with respect to accounts payable and accrued expenses owed to such Vendors as
well as note holders with notes outstanding prior to the date of this Note. In the event that the Borrower does enter into, or
makes any issuance of Common Stock related to a non-permissable 3(a)(9) Transaction or a 3(a)(l0) Transaction while this Note
is outstanding, a liquidated damages charge of twenty-five percent (25%) of the outstanding principal balance of this Note, but
not less than Twenty Five Thousand Dollars ($25,000.00), will be assessed and will become immediately due and payable to the Holder
at its election in the form of a cash payment or added to the balance of this Note (under Holder’s and Borrower’s
expectation that this amount will tack back to the Issue Date).


 




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2.8
Preservation of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not, without the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure
of any material assets other than in the ordinary course of business; or (c) enter into any variable rate transactions or Merchant
Cash Advance transactions. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall
maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and
become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become
or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by
it or in which the transaction of its business makes such qualification necessary. Furthermore, so long as the Borrower shall
have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, solicit any offers for,
respond to any unsolicited offers for, or conduct any negotiations with, any other person or entity with respect to any Variable
Rate Transaction or investment.


 


2.9
Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or
Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action
as may be required to protect the rights of the Holder.


 


2.10
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note.


 


ARTICLE
III. EVENTS OF DEFAULT


 


It
shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur:


 


3.1
Failure to Pay Principal or Interest. The Borrower fails to make an Amortization Payment on the respective date as outlined
in Section 1.10 of this Note, at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this
Note.


 


3.2
Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in
writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically
or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note, (iii) reserve the Reserved Amount at all times, or (iii) 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 the Conversion Shares issuable 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 Conversion Shares 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 two (2) Trading 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.


 




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3.3
Breach of Agreements and Covenants. The Borrower breaches any material agreement, covenant or other material term or condition
contained in the Purchase Agreement, this Note, the Irrevocable Transfer Agent Instructions or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith or therewith.


 


3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement,
this Note, the Irrevocable Transfer Agent Instructions or in any agreement, statement or certificate given in writing pursuant
hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and 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, not previously disclosed in the Company’s filings with the
Securities and Exchange Commission (“SEC”), shall be entered or filed against the Borrower or any subsidiary of the
Borrower or any of its property or other assets for more than $200,000.00, 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 Over
the Counter Bulletin Board, the OTCQB Market, any level of the OTC Markets, or any level of the Nasdaq Stock Market or the New
York Stock Exchange (including the NYSE MKT).


 


3.9
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting
requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act. It shall
be an Event of Default under this Section 3.9 if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the
SEC.


 


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 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.


 




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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
DTC “Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s
services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of
the Borrower’s securities.


 


3.17
Illegality. Any court of competent jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision
hereunder or thereunder to be illegal.


 


3.18.
DWAC Eligibility. In addition to the Event of Default in Section 3.16, the Common Stock is otherwise not eligible for trading
through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian
programs.


 


3.19
Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any
notes, loans, agreements or other instruments of the Company evidencing any Indebtedness of the Company (including those filed
as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure
or grace periods.


 


3.20
This section intentionally left blank.


 


3.21
Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.0001 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
marketplace or exchange).


 


3.22
Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates 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. Notwithstanding anything to the contrary herein,
disclosure of information by the Company to the Buyer or its representatives regarding the proposed filing of a Registration Statement,
Offering Circular or Supplement (each as defined in the Purchase Agreement) as described in Exhibit C to the Purchase Agreement,
and any other information related thereto, shall not be subject to this Section 3.22.


 


3.23
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.


 


3.24
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.


 


3.25
Rights and Remedies Upon an Event of Default. Upon the occurrence and during the continuation of any Event of Default specified
in this Article III, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus
accrued interest (including any Default Interest) through the date of full repayment multiplied by 150%. Holder may, in its sole
discretion, determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion
formula set forth in Section 1.2 shall apply. Upon an uncured Event of Default, all amounts payable hereunder shall immediately
become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower, 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, including, without limitation, those set forth in Section 3.26 below.
Further, if a breach of Sections 3.2, 3.9, and/or 3.23 occurs or is continuing after the six (6) month anniversary of the Issue
Date, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for
any conversion hereunder (for example, if the lowest closing bid price during the delinquency period is $0.50 per share and the
conversion discount is fifty percent (50%), the Holder may elect to convert future conversions at $0.25 per share).


 




    	13



     


    

 


3.26
Holder’s Right to Confession of Judgment. Upon the occurrence and during the continuation of any Event of Default,
and in addition to any other right or remedy of the Holder hereunder, under the Purchase Agreement or otherwise at law or in equity,
the Borrower hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s attorney-in-fact,
to appear ex parte and without notice to the Borrower to confess judgment against the Borrower for the unpaid amount of this Note
as evidenced by the Affidavit of Confession of Judgment signed by the Borrower as of the Issue Date and to be completed by the
Holder or its counsel pursuant to the foregoing power of attorney (which power is coupled with an interest), a copy of which is
attached as Exhibit B hereto (the “Affidavit”). The Affidavit shall set forth the amount then due hereunder,
plus attorney’s fees and cost of suit, and to release all errors, and waive all rights of appeal. The Borrower waives the
right to contest Holder’s rights under this Section 3.26, including without limitation the right to any stay of execution
and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing right and power to confess
judgment will be deemed to exhaust such power, whether or not any such exercise shall be held by any court to be invalid, voidable,
or void, and such power shall continue undiminished and may be exercised from time to time as the Holder may elect until all amounts
owing on this Note have been paid in full.


 


3.27
Default Monitoring Fee. Upon the occurrence of any Event of Default in this Article III, Borrower shall pay to Holder a
monitoring fee of $5,000.00 per month so long as any amount due is outstanding under this Note. Such monitoring fee shall be paid,
in Holder’s sole discretion, (i) in cash within five (5) business days of the end of the month in which the fee was charged;
or (ii) added as principal to the 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 of the Holder 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, e-mail 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 e-mail or facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or 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:


 


If
to the Borrower, to:


 


RESPIRERX
PHARMACEUTICALS, INC.


126
Valley Road, Suite C


Glen
Rock, New Jersey 07452


Attention:
Jeff E. Margolis


e-mail:
jmargolis@respirerx.com


 




    	14



     


    

 


With
a copy by e-mail only to (which copy shall not constitute notice):


 


FAEGRE
DRINKER BIDDLE & REATH LLP


One
Logan Square, Suite 2000


Philadelphia,
PA 19103


Attention:
Elizabeth Diffley


Email:
Elizabeth.diffley@faegredrinker.com


 


If
to the Holder:


 


FIRSTFIRE
GLOBAL OPPORTUNITIES FUND LLC


1040
First Avenue, Suite 190


New
York, NY 10022


Attention:
Eli Fireman


e-mail:
eli@firstfirecapital.com


 


With
a copy by e-mail only to (which copy shall not constitute notice):


 


FABIAN
VANCOTT


215
South Main Street, Suite 1200


Salt
Lake City, Utah 84111


Attn:
Anthony Michael Panek


e-mail:
apanek@fabianvancott.com


 


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
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. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations
hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder
to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder
or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. 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. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that 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.


 


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; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated
hereby shall be brought only in the state courts located in the state of New York or federal courts located in the state of New
York. The Borrower hereby irrevocably waives 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 BORROWER HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note
or any other agreement, certificate, instrument or document contemplated hereby or thereby 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 Note 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. The prevailing party
in any action or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document
contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 




    	15



     


    

 


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
Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the
documents entered into in connection herewith and therewith.


 


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 Change in Control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower
shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior
to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken 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
Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not
form part of, or affect the interpretation of, this Note.


 




    	16



     


    

 


4.12
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 action or proceeding that may be brought by the Holder in order to enforce
any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed
and provided that the total liability of the Company under this Note for payments which under the applicable law are 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 which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this
Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof 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 Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by
the Holder 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 Holder’s election.


 


4.13
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or
rule of law (including any judicial ruling), 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 this Note.


 


4.14
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries
of any security, or amendment to a security that was originally issued before the Issue Date, with terms in the aggregate (“Terms”)
that the Holder reasonably believes are more favorable to the holder of such security or with Terms in favor of the holder of
such security that the Holder reasonably believes was not similarly provided to the Holder in this Note, then (i) the Borrower
shall notify the Holder of such more favorable Terms within one (1) business day of the issuance and/or amendment (as applicable)
of the respective security, and (ii) such Term, at Holder’s option, shall become a part of the transaction documents with
the Holder (regardless of whether the Borrower complied with the notification provision of this Section 4.14). The types of Terms
contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms
addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts, but
are to be considered in the aggregate and not individually. If Holder elects to have the Term become a part of the transaction
documents with the Holder, then the Borrower shall immediately deliver acknowledgment of such adjustment in form and substance
reasonably satisfactory to the Holder (the “Acknowledgment”) within one (1) business day of Borrower’s receipt
of request from Holder (the “Adjustment Deadline”), provided that Borrower’s failure to timely provide the Acknowledgement
shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Adjustment Deadline,
then $1,000.00 per day shall be added to the balance of the Note for each day beyond the Adjustment Deadline that the Borrower
fails to deliver such Acknowledgement. In addition, the Holder shall have the right, at any time until the Note is satisfied in
its entirety, and upon written notice to the Borrower, to purchase an additional convertible promissory note from the Borrower,
with the exact same terms and conditions as provided in this Note (with the understanding that the Borrower shall execute the
form of this Note and all related transaction documents with updated dates within three (3) business days after the Holder exercises
such right). Notwithstanding the foregoing, an equity line term sheet of up to two million dollars ($2,000,000.00) and an offering
on Form 1-A (Regulation A Offering) shall be excepted from this Section 4.14.


 


4.15
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or
the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or
the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading Day after
receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such
dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower
are unable to agree upon such determination or calculation within one (1) Trading Day of such disputed determination or arithmetic
calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within one (1) Trading
Day, submit (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case
may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic
calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, to an independent, outside accountant
selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank
or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later
than one (1) Trading Day from the time it receives such disputed determinations or calculations. Such investment bank’s
or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.


 


[signature
page follows]


 




    	17



     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on July 2, 2020.


 


RESPIRERX
PHARMACEUTICALS, INC.


 


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


 




    	18



     


    

 


SCHEDULE
A—PAYMENT SCHEDULE


 


	Month	 	 	Amount
    Due	 
	1	 	 	$	0	 
	2	 	 	$	0	 
	3	 	 	$	0	 
	4	 	 	$	0	 
	5	 	 	$	30,250.00	 
	6	 	 	$	30,250.00	 
	7	 	 	$	30,250.00	 
	8	 	 	$	30,250.00	 
	9	 	 	$	30,250.00	 



 




    	19



     


    

 


EXHIBIT
A — NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert $______________ principal amount of the Note (defined below) into that number of shares of
Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of RESPIRERX
PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), according to the conditions of the Convertible
Promissory Note of the Borrower dated as of July 2, 2020 (the “Note”), as of the date written below. No fee will be
charged to the Holder for any conversion, except for transfer taxes, if any.


 


Box
Checked as to applicable instructions:


 


	[  ]	 	The
    Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the
    undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name
    of DTC Prime Broker:
	 	 	Account
    Number:


 


	[  ]	 	The
    undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock
    set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately
    below or, if additional space is necessary, on an attachment hereto:
	 	 	 
	 	 	FIRSTFIRE
                                         GLOBAL OPPORTUNITIES FUND LLC

        1040
        First Avenue, Suite 190

        New
        York, NY 10022

        Attn:
        Eli Fireman

        e-mail:
        eli@firstfirecapital.com

         



 


	 	 	Date
    of Conversion:		 	 
	 	 	Applicable
    Conversion Price:	$	 	 
	 	 	Costs
    Incurred by the Undersigned to Convert the Note into Shares of Common Stock:	 

        $
        
	 	 
	 	 	Number
    of Shares of Common Stock to be Issued Pursuant to Conversion of the Note:	 

         
	 	 
	 	 	Amount
    of Principal Balance Due remaining Under the Note after this conversion:	 

         
	 	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 




    	 	 	 



     


    

 


EXHIBIT
B


 


SUPREME
COURT OF THE STATE OF NEW YORK


COUNTY
OF


 


	FIRSTFIRE
                                         GLOBAL OPPORTUNITIES FUND, LLC,

         

        Plaintiff,

         

        -against-

         

        RESPIRERX
        PHARMACEUTICALS, INC.,

        Defendants.
        
	Index
                                         No.

         

        AFFIDAVIT
        OF CONFESSION OF JUDGMENT



 


	STATE
    OF 	)
	 	)
    ss.:
	COUNTY
    OF 	)
    


 


1.
I am the Chief Financial Officer of defendant RESPIRERX PHARMACEUTICALS, INC. (the “Company”) (together with Affiliate,
an individual, the “Borrower”) a Delaware corporation located at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452
in Bergen County, and as such, I am fully familiar with all the facts and circumstances recited herein on personal knowledge,
I have the authority to act on behalf of the Company, and have been authorized by the Company to execute this affidavit of confession
of judgment.


 


2.
I, on behalf of the Company consent to the jurisdiction of this Court.


 


3.
The Company hereby confesses judgment and authorizes entry of judgment in favor of Plaintiff and against Defendant in the Federal
District Court for the Southern District of New York, and the Supreme Court of the State of New York, in all counties, including
but not limited to, County of New York, County of Rockland, and County of Nassau, in the amount of the Default Amount (as defined
in the senior convertible promissory note in the original principal amount of $137,500.00 between the parties, dated July 2, 2020
(the “Note”)), less any payments made on or after the date of this affidavit of confession of judgment, plus interest
a default interest rate of twenty-four percent (24%) percent per annum on said amount, plus applicable penalties, reasonable attorney
fees, costs, expenses and disbursements. In no event shall interest payable hereunder exceed the maximum permissible under applicable
law. Such amount shall be set forth in an affidavit to be executed by Plaintiff or an affirmation by Plaintiff’s attorney,
which shall be attached hereto at the time of entry of this Confession of Judgment.


 




    	 	 	 



     


    

 


4.
This Confession of Judgment arises from Defendant’s failure to fulfill Defendant’s obligations under the Note, of
which supporting documents include a Securities Purchase Agreement. In order to secure these obligations, Defendant agreed to
simultaneously deliver with the execution of the Note this Affidavit of Confession of Judgment.


 


5.
The Company hereby agrees that the execution and delivery of this Affidavit of Confession of Judgment and any entry of judgment
thereon shall be without prejudice to any and all rights of Plaintiff, which reserves all of its rights and remedies against Defendant,
including, but not limited to remedies available under the UCC.


 


6.
Borrower agrees to pay any and all costs and expenses incurred by Plaintiff in enforcing the terms of this affidavit of confession
of judgment, including reasonable attorneys’ fees and expenses that Plaintiff incurs or is billed for in connection with
enforcing the terms of the affidavit of confession of judgment, entering any Judgment, collecting upon said Judgment, and defending
or prosecuting any appeals.


 


7.
If for any reason entry of judgment in the above specified amount or execution on the same is outside the jurisdiction of this
Court, the Company and I hereby consent, on behalf of the Company, to the personal jurisdiction, entry of judgment, and execution
thereon in any State or Federal Court of the United States of America.


 


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


 


	STATE
    OF 	)
	 	)
    ss.:
	COUNTY
    OF 	)


 


THE
UNDERSIGNED NOTARY MUST ALSO COMPLETE THE JURAT ON PAGE 1


 





	On
    the ____ day of _____________ in the year ______ before me,	 
	 	Here
    insert Name of Notary ,
	Notary
    Public, the undersigned, personally appeared	 
	 	Here
    insert Name (s) of Signer(s) ,






personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


 


Signature:
________________________________


Signature
of Notary Public


 


My
Commission Expires: _________________


Place
Notary Seal and/or Stamp Above