SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 12th, 2021 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 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 DARIUSZ NASIEK and SARA NASIEK JTTEN, with an address at [***] (the “Buyer”).
CORTEX PHARMACEUTICALS, INC. REGULATION S SECURITIES SUBSCRIPTION AGREEMENT THE PREFERRED STOCK BEING SUBSCRIBED FOR HEREIN AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE PREFERRED STOCK (COLLECTIVELY THE "SECURITIES") HAVE NOT BEEN REGISTERED...Cortex Pharmaceuticals Inc/De/ • December 22nd, 1995 • Pharmaceutical preparations • California
JANUARY 1, 1998 1.2 JANUARY 1, 1999 1.3 JANUARY 1, 2000 1.4 JANUARY 1, 2001 1.5Cortex Pharmaceuticals Inc/De/ • June 18th, 1997 • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2019 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 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 ODYSSEY FUNDING, LLC, a Delaware limited liability company, with its address at 1249 Broadway, Suite 103, Hewlett, NY 11557 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT CORTEX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • September 7th, 2011 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cortex 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 one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2011 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____ __, 2011, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 7, 2020, by and between RESPIRERX PHARMACEUTICALS INC., a Delaware corporation, with its address at 126 Valley Road, Suite C, Glen Rock, New Jersey 07452 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
AGREEMENT _____________________________Cortex Pharmaceuticals Inc/De/ • November 14th, 2000 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2020, by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Equity Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EXHIBIT 10.72 [LOGO] CORTEX This EMPLOYMENT AGREEMENT, dated as of May 1, 2002, is entered into by and between Cortex Pharmaceuticals, Inc. (the "Company"), and Joann L. Data, M.D., Ph.D. (the "Executive"). WITNESSETH WHEREAS, the Executive has...Employment Agreement • October 15th, 2002 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • California
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”).
CORTEX PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent Rights Agreement Dated as of February 8, 2002Rights Agreement • May 26th, 2010 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated as of February 8, 2002 (the “Agreement”), between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
COMMON STOCK PURCHASE WARRANT RESPIRERX PHARMACEUTICALS INC.Common Stock Purchase Warrant • October 12th, 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”), Dariusz Nasiek and Sara Nasiek JTTEN (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”), 5,750,000 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 October 7, 2021, by and among the Company and the Holder (the
andRights Agreement • February 15th, 2002 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("REGISTRATION RIGHTS AGREEMENT"), entered into as of June 5, 1997, between ___________________ with an address at ________________ (the "PURCHASER"), and Cortex Pharmaceuticals, Inc., a...Registration Rights Agreement • June 18th, 1997 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
CONFIDENTIAL Mark Varney, Ph.D. Chief Executive Officer Cortex Pharmaceuticals, Inc. 15231 Barranca Parkway Irvine, CA 92618 Dear Dr. Varney:Cortex Pharmaceuticals Inc/De/ • April 17th, 2009 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Cortex Pharmaceuticals, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement during the term of this Agreement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and/or warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents
RESEARCH COLLABORATION AND LICENSE AGREEMENT -------------------------------------------- THIS AGREEMENT is made this 13th day of January, 1999 (the "Effective Date")Collaboration and License Agreement • February 16th, 1999 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2020, is entered into by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser” or “Holder”).
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”).
EXHIBIT 10.69 This EMPLOYMENT AGREEMENT, dated as of May 17, 2000, is entered into by and between Cortex Pharmaceuticals, Inc. (the "Company"), and James H. Coleman (the "Executive"). WITNESSETH WHEREAS, the Executive has considerable experience in...Employment Agreement • February 14th, 2001 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2022 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of «Closing_Date», 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 «Investor», a «State_of_Incorp» «Type_of_Entity» (the “Buyer”).
EXHIBIT 10.68 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the "Amendment") is made as of December 17, 1999, between Cortex Pharmaceuticals, Inc., a Delaware -- corporation (the "Company"), and Vincent F....Employment Agreement • February 14th, 2001 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations
EXHIBIT 10.70 CORTEX PHARMACEUTICALS, INC. 15241 Barranca Parkway Irvine, California 92618 Ms. Maria Messinger c/o Cortex Pharmaceuticals, Inc. 15241 Barranca Parkway Irvine, CA 92618 Dear Ms. Messinger: The purpose of this letter agreement...Cortex Pharmaceuticals Inc/De/ • February 14th, 2001 • Pharmaceutical preparations • California
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 2, 2020, by and between RESPIRERX PHARMACEUTICALS, INC., a Delaware corporation, with headquarters located at 126 Valley Road, Suite C, Glen Rock, New Jersey 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”).
CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT This Convertible Securities Subscription Agreement (this "AGREEMENT"), dated as of June 5, 1997, has been executed by the undersigned (the "SUBSCRIBER") in connection with (a) the sale of certain shares of...Convertible Securities Subscription Agreement • June 18th, 1997 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2020 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
PIGGY-BACK REGISTRATION RIGHTS AGREEMENTPiggy-Back Registration Rights Agreement • November 17th, 2022 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as «Closing_Date» is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and «Investor» a «State_of_Incorp» «Type_of_Entity» (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2021 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February17, 2021, is made by and between RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
EXCHANGE AGREEMENTExchange Agreement • April 13th, 2023 • 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 April 12, 2023, whereby Employee will exchange certain accrued compensation owed to the Employee by the Company for shares of Series J 8% Voting, Participating, Redeemable Preferred Stock, par value $0.001 (the “Preferred Stock”), of the Company (the “Exchange”).
CORTEX PHARMACEUTICALS, INC. 7,075,000 Shares Warrants to Purchase 2,830,000 Shares Common Stock ($0.001 Par Value) PLACEMENT AGENCY AGREEMENTCortex Pharmaceuticals Inc/De/ • August 27th, 2007 • Pharmaceutical preparations • New York
The undersigned, Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), desires to engage JMP Securities LLC as lead placement agent (the “Lead Placement Agent”) and Rodman & Renshaw, LLC as co-placement agent (together with the Lead Placement Agent, the “Placement Agents”), as set forth herein, in connection with the issuance and sale of the Securities (as defined below). The Lead Placement Agent is acting as the representative of the Placement Agents.
EXHIBIT 10.59 SECURITIES SUBSCRIPTION AGREEMENT CORTEX PHARMACEUTICALS, INC. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE EXEMPT FROM...Securities Subscription Agreement • November 12th, 1996 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
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.”
CORTEX PHARMACEUTICALS, INC. 5,021,427 Shares Warrants to Purchase 3,263,927 Shares Common Stock ($0.001 Par Value) PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 19th, 2007 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
The undersigned, Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), desires to engage Roth Capital Partners, LLC as placement agent (the “Placement Agent”), as set forth herein, in connection with the issuance and sale of the Securities (as defined below).
