DEMAND PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTDemand Promissory Note and Warrant Purchase Agreement • May 24th, 2023 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Demand Promissory Note and Warrant Purchase Agreement, dated as of May 22, 2023 (“Agreement”), is entered into by and among RespireRx Pharmaceuticals Inc. (the “Company”), a corporation incorporated in the state of Delaware, and the undersigned person or entity listed on the schedule attached hereto as Schedule I (the “Investor”).
WARRANT TO PURCHASE COMMON STOCK Respirerx pharmaceuticals inc.RespireRx Pharmaceuticals Inc. • May 24th, 2023 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Marc M. Radin (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 the 5:00 p.m. New York time, on the date that is 5 years from the initial exercise date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RespireRx Pharmaceuticals Inc., up to 8,333,333 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).
STRICTLY CONFIDENTIAL May 11, 2023 Mr. Jeff Eliot Margolis Senior Vice President, Chief Financial Officer, Treasurer, Secretary RespireRx Pharmaceuticals Inc.RespireRx Pharmaceuticals Inc. • May 24th, 2023 • Pharmaceutical preparations • New York
