Exhibit 99.2

AMENDMENT NO. 2

To

CONVERTIBLE PROMISSORY

NOTE

This Amendment No. 2 (this “Amendment”) dated March 24, 2022 and effective as of February 17, 2022 (“Effective Date”) to Convertible Promissory Note as amended by Amendment No. 1, is made by and among RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company (the “Holder”).

WHEREAS, Company and Holder (collectively, the “Parties”) are parties to that certain Convertible Promissory Note, dated February 17, 2021 (the “Note”) which was amended on November 23, 2021, effective on November 17, 2021;

WHEREAS, the Parties acknowledge that $80,000.00 of the principal amount and none of the accrued interest was repaid by the Company on November 8, 2021, leaving $32,000.00 of remaining principal amount plus accrued interest in an amount equal to the full amount of interest that would be payable over the term of the Note, which interest amount was guaranteed as of February 19, 2021;

WHEREAS, the Parties desire to amend the amended maturity date from February 17, 2022 to June 17, 2022 (the “Further Amended Maturity Date”);

WHEREAS, the Parties desire to clarify the method by which interest shall be calculated through the Further Amended Maturity Date;

WHEREAS, the Parties wish to amend the governing law from the State of New York to the State of Delaware;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Amendment, the Parties hereby agree as follows:

1. Amendments.

2. Miscellaneous.

(a) Effect of this Amendment. Except as amended hereby, the existing Note is in all respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect and are hereby incorporated by reference, except as modified, amended and/or restated as set forth herein. In the event of any inconsistency or conflict between the provisions of the Note and this Amendment, the provisions of this Amendment will prevail and govern. All references to the existing Note shall hereinafter refer to the existing Note as amended by this Amendment.

(b) No novation. The Parties agree that this Amendment Agreement does not create a novation.

(c) Governing Law. This Amendment Agreement, and the rights and obligations of the parties hereunder, will be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(d) Entire Agreement. This Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto. To the extent that certain Securities Purchase Agreement among the Parties, dated February 17, 2021 (“SPA”) and other related transaction documents contain references to the Note that are inconsistent with the intent of this Amendment, such SPA and other related transaction documents shall be deemed amended to be consistent with the intent of this Amendment.

(e) Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.

(f) Counterparts. This Amendment may be executed in counterparts and delivered by facsimile or any similar electronic transmission device, each of which shall be deemed an original, but all of which shall be considered one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Company has duly executed this Amendment dated February 24, 2022, with effect as of the Effective Date.

[Signature Page to 2020 Note Amendment]