SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2019, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.Common Stock Purchase Warrant • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $55,000.00 senior convertible promissory note to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to 150,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated Augus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 14, 2009, between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This EQUITY PURCHASE AGREEMENT is entered into as of July 28, 2020 (this “Agreement”), by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2019, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 29, 2009, between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
EXCHANGE AGREEMENTExchange Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Jeff Eliot Margolis (the “Employee”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on September 30, 2020, whereby Employee will exchange certain accrued compensation owed to the Employee by the Company for shares of Series H 2% Voting, Non-Participating, Convertible Preferred Stock, par value $0.001 (the “Preferred Stock”), of the Company (the “Exchange”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Common Stock and Warrant Purchase Agreement, dated as of [ ], 201[ ] (this “Agreement”), is entered into by and among RespireRx Pharmaceuticals Inc. (the “Company”), a corporation incorporated in the state of Delaware, and the undersigned persons and entities listed on the schedule of investors attached hereto as Schedule I (the “Investors”). This Agreement is expected to be one of several like agreements, collectively the “Common Stock and Warrant Purchase Agreements.”
EXCHANGE AND SETTLEMENT AGREEMENTExchange and Settlement Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Marc Radin PC (the “Vendor”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on September 30, 2020, whereby Vendor will exchange and settle certain accounts payable owed to the Vendor by the Company for shares of Series H 2% Voting, Non-Participating, Convertible Preferred Stock, par value $0.001 (the “Preferred Stock”), of the Company (the “Exchange and Settlement”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CORTEX PHARMACEUTICALS, INC., PIER ACQUISITION CORP. AND PIER PHARMACEUTICALS, INC. AUGUST 10, 2012Agreement and Plan of Merger • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 10, 2012 (the “Agreement Date”) by and among Cortex Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Pier Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Pier Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
______________________ (the “Holder) enters into this Agreement (the “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on ________, whereby Holder will exchange Holder’s 10% Convertible Note (“Note”) for shares of common stock of the Company (the “Exchange”).
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PATENT LICENSE AGREEMENTPatent License Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Wisconsin
This Patent License Agreement (the “Agreement”) is entered into on this 1st day of August, 2020 (the “Effective Date”) between the University of Wisconsin-Milwaukee Research Foundation, Inc., a non-profit Wisconsin corporation, with its principal place of business at 1440 East North Ave., Milwaukee, WI 53202 (“UWMRF”), and RESPIRERX PHARMACEUTICALS INC., a Company organized under the laws of the state of Delaware, with a place of business at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (“Company”). UWMRF and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
WARRANT TO PURCHASE COMMON STOCK RespireRx Pharmaceuticals Inc.Notice of Exercise • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, FirstFire Global Opportunities Fund LLC or its 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 September 30, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), 6,875,000 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).
AMENDMENT No. 1 To 8% FIXED PROMISSORY NOTERespireRx Pharmaceuticals Inc. • October 14th, 2020 • Pharmaceutical preparations • Delaware
This Amendment No. 1 to 8% Fixed Promissory Note (this “Amendment”) is dated September 30, 2020 (the “Effective Date”), and is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).
WARRANT TO PURCHASE COMMON STOCK RespireRx Pharmaceuticals Inc.RespireRx Pharmaceuticals Inc. • October 14th, 2020 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, EMA Financial LLC or its 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 September 30, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), 3,750,000 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).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTPurchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Common Stock and Warrant Purchase Agreement, dated as of [ ], 2016 (this “Agreement”), is entered into by and among RespireRx Pharmaceuticals Inc., (the “Company”), a corporation incorporated in the state of Delaware, and the undersigned persons and entities listed on the schedule of investors attached hereto as Schedule I (the “Investors”). This Agreement is expected to be one of several like agreements, collectively the “Common Stock and Warrant Purchase Agreements.”
CORTEX PHARMACEUTICALS, INC. STOCK OPTION AGREEMENT UNDERStock Option Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Stock Option Agreement (the “Agreement”) is entered into as of , 200_, by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (“Company”), and (“Optionee”) pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the meaning ascribed to it in the Plan.
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Convertible Note and Warrant Purchase Agreement, dated as of October [__], 2014 (this “Agreement”), is entered into by and among Cortex Pharmaceuticals, Inc. (the “Company”), a corporation incorporated in the state of Delaware, and each of the undersigned persons and entities listed on the schedule of investors attached hereto as Schedule I (the “Investors”).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations
THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is made as of September 4, 2018 (the “Effective Date”), by and between Noramco, Inc., a Georgia corporation, with offices at 500 Swedes Landing Road, Wilmington, Delaware 19801, USA (“Noramco”), and RespireRx Pharmaceuticals Inc., a Delaware corporation located at 126 Valley Road, Suite C, Glen Rock, NJ 07452 (“Buyer”). Noramco and Buyer may be referred to herein each as a “Party” or together as the “Parties”, as the context may require.
ASSET PURCHASE AGREEMENT BY AND BETWEEN CORTEX PHARMACEUTICALS, INC., AS BUYER, AND BIOVAIL LABORATORIES INTERNATIONAL SRL, AS SELLERAsset Purchase Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”), dated as of March 15, 2011 (the “Effective Date”), is made by and between Biovail Laboratories International SRL, an international society with restricted liability organized under the laws of Barbados (“Seller”) and Cortex Pharmaceuticals, Inc., a Delaware corporation (“Buyer”). Buyer and Seller may be referred to herein each individually as a “Party” and collectively as the “Parties”.
COMPANY OPTION AGREEMENTPatent License Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Wisconsin
THIS AGREEMENT (“Option Agreement”), dated and effective as of March 2, 2020, (“Effective Date”) is by and between the UWM Research Foundation, Inc. (“UWMRF”), a nonstock, nonprofit Wisconsin corporation and RespireRx Pharmaceuticals, Inc., a for-profit corporation, (“Company”), hereinafter the Parties.
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENTForm of Incentive Stock Option Award Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Stock Option Award Agreement (this “Agreement”) is made and entered into as of [DATE] by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Participant”).
FORM OF RESTRICTED STOCK AWARD AGREEMENTForm of Restricted Stock Award Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [GRANTEE NAME] (the “Grantee”).
