Exhibit
10.1







 


FORM
OF


DEMAND
PROMISSORY NOTE


 





	$__________	 , 2016




 


FOR
VALUE RECEIVED, RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), with a mailing
address at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452, hereby promises to pay on demand and to the order of
(the “Lender”), with an address of , or at such other place as the holder hereof may designate in writing,
the principal sum of ($__________), together with interest thereon at the interest rate as set forth herein (the “Loan”).
The Lender’s books and records as to amounts due under this Note shall be conclusive absent manifest error.


 


Principal
and Interest. Principal and accrued interest thereon shall be immediately due and payable upon demand of the Lender. Interest
shall accrue on the outstanding principal amount at a rate equal to 10% per annum. Interest shall be calculated on the basis of
the actual number of days elapsed and a year of 365/366 days, as applicable. Any accrued but unpaid interest shall be added to
the principal balance on the last day of each year that the principal is outstanding and unpaid.


 


Payments;
Prepayments.


 


(a)
Payment, when paid, shall be applied first to the payment of all interest accrued and unpaid on this Note and then to payment
on account of the principal hereof.


 


(b)
This Note may be prepaid in whole or in part at any time, without premium or penalty. Each prepayment must be accompanied by a
written notice of such prepayment indicating the amount of such payment to be applied as a prepayment of principal.


 


Default.
If the Borrower fails to make any payment when the same shall become due and payable, then the holder of this Note may declare
the unpaid principal balance under this Note to be immediately due and payable and thereupon such balance shall become due and
payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived, and the
holder of this Note shall be entitled to receive, to the extent lawful, all costs, including reasonable attorney’s fees
and expenses, for the collection of such amounts.


 


Time
is of the Essence. Time is of the essence with respect to each and every term and provision of this Note.


 


Security
Agreement.


 


(a)
To secure its obligations under this Note and to induce the Lender to extend the Loan to the Borrower, the Borrower hereby grants,
conveys and assigns to the Lender a security interest in and to, all of such Borrower’s right, title and interest in and
to all of the following property, in all its forms, in each case whether now or hereafter existing, whether now owned or hereafter
acquired, created or arising, and wherever located (collectively, but without duplication, the “Collateral”):
all Equipment, Inventory and other Goods, Accounts, General Intangibles (including, without limitation, all of the Borrower’s
patents and patent applications, trademarks and trademark applications, registered copyrights, domain names, and all licenses
for the use of any patents, trademarks, copyrights and domain names of the Borrower), Fixtures, Documents, Letter-of-Credit Rights
and Chattel Paper, Deposit Accounts, Instruments and Investment Property, Commercial Tort Claims, Supporting Obligations, and
all Proceeds of any and all of the foregoing (as all such capitalized terms used in this paragraph are as defined in the Uniform
Commercial Code in effect in the State of Delaware); provided, that to the extent that any of the foregoing Collateral
is subject, prior to the date hereof, to a security interest in favor of a third party and the agreement with such third party
expressly prohibits any grant of a security interest therein, the Borrower will not be deemed to have a security interest in such
Collateral only for so long as such prohibition continues. This Note shall constitute a security agreement for the purpose of
granting to the Lender a security interest in the Collateral. The Borrower makes no representation to the Lender as to value of
any Collateral or the priority of any lien on the Collateral which is granted hereby by the Borrower to the Lender in relation
to any other liens on the Collateral which may exist of record as of the date hereof. By its acceptance of this Note, the Lender
agrees hereby that to the extent that a prior security interest has been granted in and a lien exists on any of the Collateral
pursuant to any other security agreement and perfected lien, the Lender shall have a lien which is subordinate to such prior lien
of record.


 




    	 	 	 



    	 	 	 



    

 


(b)
The Borrower hereby authorizes the Lender, and appoints the Lender as its attorney-in-fact, to file in such office or offices
as the Lender deems necessary or desirable, such financing and continuation statements and amendments and supplements thereto,
and such other documents as the Lender may require to perfect, preserve and protect the security interests granted herein.


 


(c)
The Borrower agrees that from time to time, at the expense of the Borrower, it will promptly execute and deliver all such further
instruments and documents, and take all such further action as may be necessary or desirable, or as the Lender may reasonably
request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Lender
to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes
of this security agreement.


 


(d)
The Borrower will, at its sole cost and expense, preserve and defend the Collateral, keep the Collateral in good condition at
all times, and preserve the Collateral free and clear of all other liens and encumbrances, except liens which the Lender has consented
to and for taxes not yet due and payable. However, the foregoing will not prevent the Borrower from terminating its interest in
and/or abandoning any Collateral if, in its reasonable discretion, such Collateral has no further value to the Borrower.


 


(e)
The Borrower will not sell any Collateral outside the ordinary course of business without the prior written consent of the Lender,
which consent shall not be unreasonably withheld, delayed or conditioned.


 


(f)
The Borrower will keep itself and the Collateral insured against all hazards in such amounts as the Lender may reasonably require.


 




    	 	 	 



    	 	 	 



    

 


(g)
Upon the occurrence and during the continuation of a default hereunder, the Lender may exercise, in addition to any other rights
and remedies provided herein, under other contracts and under law, all the rights and remedies of a secured party under the Uniform
Commercial Code.


 


Waiver.
The Borrower hereby waives, unless otherwise provided for in this Note, demand, notice of presentment, protest, notice of dishonor
and protest, rights or extension and any defense by reason of extension of time or other indulgences granted by the Lender.


 


Notices.
Any notice, presentation or demand to or upon the Borrower in respect of this Note may be given or made by being mailed by registered
or certified mail addressed to the Borrower at the address first written above or, if any other address shall at any time be designated
for this purpose by the Borrower in writing to the holder of this Note at the time of such notice, to such other address. Notice
shall be deemed received three (3) days after posting the same. Notice may also be given by hand-delivery.


 


Costs
and Expenses.


 


(a)
If the Lender retains the services of legal counsel in order to enforce any remedy available to the Lender under any document
or instrument evidencing or securing the Loan, attorney’s fees which are reasonable and actually incurred by the Lender
shall be payable on demand by the Borrower to the Lender, and the Borrower shall also pay on demand the cost of any and all other
costs reasonably incurred by the Lender in connection with proceedings to recover any sums due hereunder. Any such amounts not
paid promptly on demand shall be added to the outstanding principal balance of this Note and shall bear interest at the stated
interest rate of this Note until paid in full.


 


(b)
Nothing contained herein shall limit or impair the obligation of the Borrower to pay any and all costs and expenses for which
the Borrower is otherwise liable to the Lender as provided by law.


 


Miscellaneous.


 


(a)
Any provision hereof found to be illegal, invalid or unenforceable for any reason whatsoever shall not affect the validity, legality
or enforceability of the remaining provisions hereof.


 


(b)
If the effective interest rate on this Note would otherwise violate any applicable usury law, then the interest rate shall be
reduced to the maximum permissible rate retroactively to the original date of this Note, and any payment received by the holder
in excess of the maximum permissible rate shall be treated as a prepayment of the principal of this Note.


 


(c)
This Note shall inure to the benefit of the Lender and its heirs, estate, personal representatives and legal guardians, endorsees
and assigns. This Note may not be assigned by either the Borrower or the Lender without the prior written consent of the other
party.


 




    	 	 	 



    	 	 	 



    

 


(d)
The descriptive headings of this Note are inserted for convenience only and shall not affect the meaning or construction of any
of the provisions of this Note.


 


(e)
The terms of this Note may be amended and any rights of the Lender hereunder may be waived only if such amendment or waiver is
in writing and is signed by the Lender and the Borrower.


 


Governing
Law. The validity, construction and enforceability of this Note shall be construed in accordance with and governed by the
laws of the State of Delaware, excluding rules relating to conflicts of law.


 


This
Note has been duly executed by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms. All covenants and promises in this Note shall bind the successors and permitted assigns of the Borrower.


 


[Signature
Page Follows]


 




    	 	 	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the Borrower has duly executed this Demand Promissory Note effective as of the day and year first above written.






 





	 	RESPIRERX
    PHARMACEUTICALS INC. 


 


	 	By:	
	 	Name:
    	 
	 	Title: