On May 11, 2022, effective as of April 30, 2022, RespireRx Pharmaceuticals Inc. and Labrys Fund, LP entered into a first amendment to that certain Promissory Note dated April 30, 2021 (“Note”) referred to herein as “First Amendment to the Promissory Note.” The First Amendment to the Promissory Note changes the maturity date of the Note to July 31, 2022. THIS FIRST AMENDMENT to the Note (the “Amendment”) is entered into on May 11, 2022, but made effective as of April 30, 2022, by and between RespireRx Pharmaceuticals Inc. (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”) (each the Company and the Holder a “Party” and collectively the “Parties”). The Company and Holder are the parties to that certain securities purchase agreement (the “SPA”) dated April 30, 2021, pursuant to which the Company issued to Holder a promissory note on even date in the original principal amount of $150,000.00 (as amended from time to time, the “Note”); and The Maturity Date (as defined in the Note) of the Note shall be extended to July 31, 2022.

This Amendment shall be governed by Section 4.6 of the Note (as amended).