SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2021 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 29, 2021, 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 EMA FINANCIAL, LLC, a Delaware limited liability company, with its address at 5 Dakota Dr., #210, New Hyde Park, NY 11042 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.Securities Agreement • July 6th, 2021 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of that certain exchange agreement by and between the Holder (as defined below) and Company (as defined below) dated as of the Issuance Date (the “Exchange Agreement”)), EMA Financial, 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”), 327,273 shares of Common Stock (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 pursuant to the terms of the Exchange Agreement.
PIGGY-BACK REGISTRATION RIGHTS AGREEMENTPiggy-Back Registration Rights Agreement • July 6th, 2021 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.Securities Agreement • July 6th, 2021 • 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 promissory note in the principal amount of $115,000.00 to the Holder (as defined below) of even date) (the “Note”), EMA Financial, 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”), 2,453,333 shares of Common Stock (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 June 29, 2021, by and among the Company a
EXCHANGE AGREEMENTExchange Agreement • July 6th, 2021 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This exchange agreement (this “Agreement”) is entered into as of June 30, 2021, by and among RESPIRERX PHARMACEUTICALS INC., a Delaware corporation (the “Company”) and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company (“Investor”).
