Exhibit 10.26


 


AMENDMENT NO. 2 TO CONSULTING AGREEMENT


 


This Amendment No.
2 to Consulting Agreement (this “Amendment”), dated February 10, 2016, is entered into between PhaseRx, Inc.,
a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the “Company”)
and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE, Snohomish, Washington 98296 (the “Consultant”).


 


RECITALS


 


WHEREAS, the Consultant
and the Company entered into a Consulting Agreement, effective as of July 2, 2013, as previously amended by that certain Amendment
to the Consulting Agreement, effective as of January 2, 2014 (as so amended, the “Agreement”), a copy of which
is attached hereto;


 


WHEREAS, the Company
is considering conducting an initial public offering and sale of the Company’s stock (the “Offering”);
and


 


WHEREAS, in connection
with the Offering, the Company and the Consultant desire to amend the Agreement to modify the services and fees set forth on Exhibit
A attached thereto.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties hereto, intending legally to be bound, hereby
agree as follows:


 


		1.	Definitions



 


Unless the context clearly
requires otherwise, all capitalized terms as used herein shall have the same meanings as used in the Agreement.


 


		2.	Amendment Date



 


This Amendment shall
be effective immediately prior to the consummation of the Offering.


 


		3.	Amendments to Agreement



 


Exhibit A to the Agreement
shall be replaced in its entirety with Exhibit A attached hereto.


 


		4.	No Other Waivers or Modifications; Applicability of
this Agreement



 


Except to the extent
expressly modified by Section 3 of this Amendment, no other covenant, term, provision, condition or agreement of the parties set
forth in the Agreement shall be deemed to be waived, modified or amended in any way by this Amendment. All of the recitals, covenants,
terms, provisions, conditions and agreements of the parties set forth in the Agreement shall be deemed applicable to this Amendment.


 


		5.	Entire Agreement



 


The Agreement, as modified
by this Amendment, constitute the entire agreement between the parties, and supersedes all prior or written agreements, commitments
or understandings concerning the matters provided for herein.


 




     


     


    

 


		6.	Counterparts



 


This Amendment may be
executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the
parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier or by electronic mail (in portable document format (“PDF”)) shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


[Signature page follows]


 




    	 	- 2 - 	 



     


    

 


IN WITNESS
WHEREOF, the parties have
executed this Amendment as of the
date and year first written above.


 


	COMPANY:	 	CONSULTANT
	 	 	 
	PHASERX, INC.	 	/s/ Paul Johnson
	a
    Delaware corporation	 	Paul H. Johnson, Ph.D.
	 	 	 
	By:	/s/ Robert Overell	 	 
	Name: 	Robert Overell	 	 
	Title: 	President & CEO	 	 


 




     


     


    

 


EXHIBIT A


 


SERVICES AND COMPENSATION


 


		1.	Services. Consultant will render to Company the following Services



 


		·	Provide expert consulting services to Company regarding research, development, clinical and business matters relating to: (1)
pH sensitive, membrane disruptive polymers for intracellular delivery of molecules; (2) the intracellular delivery of siRNA, miRNA,
mRNA, antibodies, proteins, peptides or other macromolecules and (3) the development of siRNA, miRNA, mRNA or intracellular antibodies/proteins
for therapeutics, prophylactics, diagnostics, agricultural and reagent applications (collectively, the “Field of Interest”).
Consultant shall make himself available to consult with the Company for up to an average of four hours per week over the course
of the year.



 


		2.	Compensation.



 


		·	$20,000 in cash per year, paid in equal quarterly installments in arrears.
	 



		·	Consultant shall submit monthly invoices to the Company for any amounts owing under this Agreement and shall include a summary
of time spent on Company business. Each invoice will contain enough detail to enable Company to determine the accuracy of the amount(s)
billed. With each invoice, Consultant will provide: (a) a detailed itemized listing of all expenses incurred under this Agreement,
and (b) receipts for any individual expenses that exceed $50. Either an original or a copy may be submitted.
	 	 	 



		·	Company shall reimburse Consultant for all reasonable, documented out-of-pocket expenses incurred by Consultant in performing
Services pursuant to this Agreement. With respect to travel expenses, Company shall only reimburse Consultant for economy class
travel unless otherwise consented to by Company. Company shall also reimburse consultant for attendance at conferences that are
pre-approved by Company. Consultant shall submit to Company all statements for expenses incurred and Services performed on a monthly
basis.