Exhibit
10.2


 


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES (CONCURRED
IN BY COUNSEL FOR THE COMPANY) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


 


FORM
OF


WARRANT
TO PURCHASE COMMON STOCK


 


RespireRx
Pharmaceuticals Inc.


 


	Warrant
    Number: [_______]	Initial
    Exercise Date:                           , 2016


 


THIS
WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or his permitted assigns
(the “Holder”) is entitled, upon the terms and conditions hereof, and subject to the limitations on exercise
hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior
to 5:00 p.m. New York time on , 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase
from RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Common Stock. The purchase price of each share of Common Stock under this
Warrant shall be equal to the Exercise Price, as defined in Section 2(b), and may be exercised on a cashless basis, as set forth
in Section 2(c).


 


Section
1.[Intentionally Omitted]


 


Section
2.Exercise.


 


a)Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on any Business Day (as defined below) on or after the Initial Exercise Date and on or before the Termination Date by delivery
to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder
at the address of the Holder appearing on the books of the Company) of a duly completed and executed facsimile or electronic mail
copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). A “Business Day”
means any day other than a Saturday or Sunday or any day that national commercial banks in New York City, New York are authorized
or required to close or any day that the NADSAQ stock markets or any other nationally recognized stock markets are closed. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the
Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business Days of the date the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Company, either directly or through its representative,
shall maintain, or cause to be maintained, records showing the number of Warrant Shares purchased and the date of such purchases,
which records shall be deemed to be accurate absent manifest error. The Company shall deliver any objection to any Notice of Exercise
within two (2) Business Days of actual receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


 




    	 	1	 



     

    


 


b)Exercise
Price. The exercise price per share of the Common Stock under this Warrant initially shall be $__________ per share, subject
to adjustment hereunder (including, without limitation, under Sections 2 and 3 hereof) (as adjusted, the “Exercise Price”).


 


c)Cashless
Exercise. This Warrant may be exercised at any time permitted hereunder by means of a “cashless exercise” in which
the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by the following
formula:


 


	 	(A-B)*(X)
	 	 (A)
	Where:
    	 


 


(A)
= the Closing Price on the Trading Day immediately preceding the date of such election (“Trading Day” means any Business
Day, or, if the Common Stock of the Company is traded on an exchange, the OTC BB or other quotation system, then any Business
Day on which such exchange, the OTC Bulletin Board or quotation system is open for trading the Common Stock of the Company);


 


(B)
= the Exercise Price of this Warrant, as adjusted; and


 


(X)
= the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of
a cash exercise rather than a cashless exercise.


 


As
used herein, “Closing Price”, shall mean the first of the following clauses that applies: (1) if, at the time
of any such calculation, the Common Stock is listed or quoted on the American Stock Exchange, or the New York Stock Exchange,
or the NASDAQ Market, the NASDAQ Capital Market or the Archipelago Exchange, or OTC Markets QB or OTX Markets QX, the Closing
Price shall be the closing or last sale price reported for the last business day immediately preceding the date of any such calculation;
(2) if, at the time of any such calculation, the Common Stock is quoted on the OTC Bulletin Board or listed in the “Pink
Sheets” published by the National Quotation Bureau Inc. or a similar agency or organization succeeding to its function or
reporting prices, the Closing Price shall be the average of the closing prices reported for the last five (5) days during which
the Common Stock actually traded and for which a closing price is available immediately preceding the date of any such calculation,
or (3) in all other cases, the Closing Price of a share of Common Stock shall be the price determined by an independent
appraiser selected in good faith by the Holder and reasonably acceptable to the Company.


 


 d) 
Mechanics of Exercise.




 


i.Delivery
of Certificates Upon Exercise. Certificates for shares issuable upon the exercise hereof shall be transmitted by the transfer
agent of the Company to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through
its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system and
such shares are eligible for legend removal, and otherwise by physical delivery to the address specified by the Holder in the
Notice of Exercise on the date that is no more than five (5) Business Days after the latest of (A) the delivery to the Company
of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set
forth above (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of
such shares for all purposes, as of the latter of the date the Warrant has been exercised and, if a cash exercise, payment to
the Company of the Exercise Price has been made in good funds by either certified check, wire transfer or other similar payment
method and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance of such shares,
having been paid.


 




    	 	2	 



     

    


 


ii.Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.Rescission
Rights. If the Company fails to transmit, or to cause the transfer agent of the Company to transmit, to the Holder a certificate
or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder
will have the right to rescind such exercise.


 


iv.No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v.Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall
be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
(the “Assignment Form”) duly executed by the Holder and the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


vi.Closing
of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


vii.Acquisitions.
If at any time while this Warrant is outstanding there is an Acquisition (as defined below) in which the Company is not the surviving
entity, then the Holder shall receive from any surviving entity or successor to the Company, in exchange for this Warrant, a new
warrant in the surviving entity or successor to the Company substantially in the form of this Warrant and with an exercise price
adjusted to reflect the nearest equivalent exercise price of common stock (or other applicable equity interest) of the surviving
entity that would reflect the economic value of this Warrant, but in the surviving entity. An “Acquisition”
shall mean the closing of a merger, share exchange, consolidation, acquisition of all or substantially all of the assets or stock,
reorganization or liquidation of the Company that results in the stockholders of the Company immediately prior to such transaction
owning less than 50% of the voting capital stock of the Company (or its successor or parent corporation) immediately after the
transaction or, in the case of a sale of assets or liquidation, the Company owning after the transaction less than substantially
all of the assets owned by the Company prior to the transaction (other than an issuance of equity securities for the primary purpose
of raising capital) or any other event that constitutes a “Capital Change” under the Company’s Second Restated
Certificate of Incorporation, as it may be amended, restated or otherwise modified from time to time. The Holder shall execute
all documentation required to be executed by the Company or the acquirer or successor of the Company in connection with the Acquisition,
including, without limitation, escrow, indemnification and other similar agreements. Subject to and to the extent permitted by
applicable law, the Company will endeavor to notify the Holder of any proposed Acquisition at least 30 days prior to the date
of any Acquisition (or such shorter period as reasonably practicable under the circumstances); provided that the failure
to so notify the Holder shall not in any way impair the Acquisition.


 




    	 	3	 



     

    


 


Section
3.Certain Adjustments.


 


a)Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)Calculations.
All calculations under this Section 3 shall be made to the nearest 1/100th of a cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


c)Notice
to Holder.


 


i.Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company shall promptly mail to
the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.Notice
to Allow Exercise by Holder. If (A) the Company shall declare a special nonrecurring cash dividend on or a redemption of the
Common Stock, (B) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, or (C) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the Company, any of the events in Section 3.(c)ii (A), (B)
or (C) being an “Event”, then, in each case, the Company shall cause to be mailed to the Holder at its last
address as it shall appear upon the Warrant Register (as defined below) of the Company, at least ten (10) calendar days prior
to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record shall be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such Event is expected to become effective or close, as applicable, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such Event; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such
notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the Event triggering such notice except as may otherwise be expressly set forth herein.


 




    	 	4	 



     

    


 


Section
4.Transfer of Warrant.


 


a)Transferability.
Subject to compliance with any applicable securities laws, the conditions set forth in Section 4(d) hereof, this Warrant and all
rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with an Assignment Form duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.


 


b)New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial
Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)Warrant
Register. The Company shall, either directly or through its representative, record or cause to be recorded, this Warrant,
upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the
record Holder hereof from time to time, which Warrant Register shall be deemed to be accurate absent manifest error. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d)Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or
current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant satisfy any other reasonable conditions established by the Company, including, without
limitation, a legal opinion reasonably acceptable to the Company with respect to such transfer.


 


e)Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act. The Holder acknowledges that the Warrant Shares
will not be registered under the Securities Act of 1933, as amended, or any applicable statute or foreign securities law, and
will therefore not be freely transferable.


 




    	 	5	 



     

    


 


Section
5.Miscellaneous.


 


a)No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


b)Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


d)Authorized
Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the trading market upon which the Common Stock may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except
and to the extent waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or reasonably appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or reasonably appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 




    	 	6	 



     

    


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


e)Jurisdiction.
This Warrant is a contract between the Company and the Holder and its terms shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be performed in the State of New York, without giving effect
to any choice or conflict of law provision or rule of that or any other jurisdiction. The Company and each Holder irrevocably
consent to the jurisdiction of the United States federal courts and the state courts located in New York City, in any suit or
proceeding based on or arising under this Warrant and irrevocably agree that all claims in respect of such suit or proceeding
may be determined in such courts. The Company and each Holder irrevocably waives the defense of an inconvenient forum to the maintenance
of such suit or proceeding in such forum. The Company further agrees that service of process upon the Company mailed by first
class mail shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing
herein shall affect the right of any Holder to serve process in any other manner permitted by law. The Company agrees that a final
non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on such judgment or in any other lawful manner.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


g)Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder
terminate on the Termination Date.


 


h)Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be deemed
delivered the day after the date sent if sent by overnight courier, the same day sent if sent by facsimile transmission or email
with confirmation of receipt by the Holder, or three (3) days after deposit with the US Postal Service if sent via certified mail
or first class mail if sent to the Holder at the address, facsimile number or email address provided by the Holder as of the last
date on which Holder communicated in writing such contact information to the Company.


 


i)Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


j)Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. Such successors or permitted assigns of the Holder shall be deemed to be the Holder for all purposes hereunder. The
provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares. Nothing herein, express or implied, is intended to or shall confer upon any other person
any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 




    	 	7	 



     

    


 


k)Entire
Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with
respect to such subject matter.


 


l)Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, the Holder, and
the majority in interest of the then Holders (as determined based on the number of Warrant Shares for which the then-outstanding
Warrants are exercisable); provided, however, that no such amendment or waiver may adversely affect any Holder’s
rights without such Holder’s consent.


 


m)Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


o)Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated
hereby.


 


(Signature
Page Follows)


 




    	 	8	 



     

    


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the _____ day
of September, 2016.


 


	 	RespireRx
    Pharmaceuticals Inc. 
	 	 	 
	 	By:	 
	 	Name:	Jeff
    Eliot Margolis
	 	Title:	Vice
    President, Treasurer and Secretary


 




    	 	 	 



     

    


 





	AGREED AND ACCEPTED:	 
	 	 	 
	Signature: 	 	 
	 	 	 
	Name (print): 	 	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Email: 	 	 
	 	 	 
	Facsimile Number: 	 	 




  




    	 	 	 



     

    


 


NOTICE
OF EXERCISE


 


To:RespireRx
Pharmaceuticals Inc.


 


(1)The
undersigned, pursuant to the provisions set forth in the attached Warrant No. ______, hereby irrevocably elects to purchase (check
applicable box):


 


[  ]____________
shares of the Common Stock of RespireRx Pharmaceuticals Inc. covered by such Warrant.


 


(2)The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant.
Such payment takes the form of (check applicable box or boxes):


 


[  ]$__________
in lawful money of the United States; and/or


 


[  ]pursuant
to Section 2(c) of the Warrant being exercised, the cancellation of such portion of such Warrant as is exercisable for a total
of _________ Warrant Shares (using a Closing Price of $_______ per share for purposes of this calculation).


 


(3)Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


	 	 	 
	 	 	 
	 	 	 
	 	(please
    print or type name and address)	 
	 	 	 
	 	 	 
	 	 (please
    insert social security or other identifying number)	 


 


The
Warrant Shares shall be delivered to the following:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(please
    print or type name and address)	 


 


and
if such number of shares of Common Stock shall not be all the shares evidenced by this Warrant Certificate, that a new Warrant
for the balance of such shares be registered in the name of, and delivered to, Holder.


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


(4)Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities
Act of 1933, as amended (“Reg D”), or is one of less than 35 non-accredited investors that participated in the exempt
private placement pursuant to Rule 506(b) of Reg D.


 




    	 	 	 



     

    


 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity: 	 	 


 


	Signature
    of Authorized Signatory of Investing Entity: 	 	 


 


	Name
    of Authorized Signatory: 	 	 


 


	Title
    of Authorized Signatory: 	 	 


 


	Date:
    	 	 


 









    	 	 	 



     

    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


	 	 	Dated:
    ______________, _______
	 	 	 	 
	 	Holder’s
    Signature:	_____________________________	 
	 	 	 	 
	 	Holder’s
    Address:	_____________________________	 
	 	 	 	 
	 	 	_____________________________	 


 


Assignee’s
Signature: ___________________________________________


 


Company’s
Signature: ___________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.