Exhibit 10.25


 


FIRST
AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE


BETWEEN
VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLC


 


This
First Amendment to the Services Convertible Promissory Note (Exhibit A to the Service Provider Convertible Note Purchase Agreement
dated August 29, 2019, this “Amendment”) is entered into on March 25, 2020 (the “Effective Date”) between
Virpax Pharmaceuticals, Inc., (the “Virpax”) and RRD International, LLC (“RRD”). Virpax and RRD may be
collectively referred to herein as the “Parties.”


 


W
I T N E S S E T H:


 


WHEREAS,
the Parties entered into that certain Services Convertible Promissory Note dated August 29, 2019, (the “Note”) which
described the terms under which RRD would loan certain amounts to Virpax the terms under which Virpax would repay such amounts;
and


 


WHEREAS,
the Parties desire to amend the Note in order to: (1) amend the definitions of Qualified Financing and Conversion Date to extend
the dates therein from March 31, 2020 to September 30, 2020; (2) amend the definition of Maximum in order to increase the amount
of principal from $400,000 to $600,000; (3) amend the terms of conversion to provide for RRD, at its option, to convert the note
into equity or cash (all or in part) upon a Qualified Financing or upon the Conversion Date; and (4) provide for the payment of
all interest accrued up to March 31, 2020.


 


NOW
THEREFORE, the Parties in consideration of the mutual covenants and agreements hereinafter set forth agree as follows:


 


		1.	The
                                         Note is hereby amended as follows:



 


		A.	Amend
                                         the definitions of Qualified Financing and Conversion Date. The terms “Qualified
                                         Financing” and Conversion Date” are hereby amended to extend the dates therein
                                         from March 31, 2020 to September 30, 2020.



 


		B.	Amend
                                         the definition of Maximum. The term “Maximum” is hereby amended to increase
                                         the amount of principal from $400,000 to $600,000.



 


		C.	Amend
                                         the definition of Maturity. Section 2, paragraph 1 is hereby amended and restated
                                         as follows:



 


“Unless
earlier converted as provided in this Services Note, this Services Note shall be due and payable immediately without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived by the Company, and the Service Provider then
may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under the Services
Note and exercise any and all other remedies granted to the Service Provider at law, in equity or otherwise upon the earlier of:
(a) the date of the Qualified Financing (as defined below); (b) an Event of Default (as defined below); or (c) a Change in Control
(as defined below). Upon enforcement, Service Provider shall have the option to receive cash or convert any or all of the principle
and accrued interest to Qualified Securities as defined below.”


 


		D.	Amend
                                         the terms of conversion. Section 3(a) is hereby amended and restated as follows:



 


“Upon
a Qualified Financing, Service Provider shall have the option to convert any or all of the principle and accrued interest to Qualified
Securities as defined below.”


 


		E.	Amend
                                         and Restate Exhibit A to the Note. Since the initial Effective Date of the Note,
                                         the parties have executed change orders to Work Order 2, 3 and 4 pursuant to which the
                                         parties have agreed that such additional fees will be subject to the Note. Exhibit A
                                         to the Note is hereby amended as restated as Exhibit A to this Amendment.



 






    1


     


    

 


		F.	Provide
                                         for the payment of all interest accrued up to March 31, 2020. 



 


Immediately
upon execution of this Amendment, Virpax shall pay to RRD all interest accrued up to March 31, 2020 ($16,435) as further described
in Exhibit B.


 


		G.	Amend
                                         the definition of Subscription Agreement. The term “Subscription Agreement”
                                         is hereby amended to mean the Virpax Subscription Agreement dated April 26, 2019 or any
                                         subsequent Subscription Agreement the terms of which are acceptable to RRD, in writing.



 


		2.	This
                                         Amendment shall commence on the Effective Date.



 


		3.	Except
                                         as amended hereby, all of the terms and conditions of the Agreement are hereby ratified
                                         and confirmed and shall remain in full force and effect.



 


IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective
Date.


 


ACKNOWLEDGED,
ACCEPTED AND AGREED TO:


 





	RRD INTERNATIONAL, LLC 	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Raymond V. Lee	 	By:	/s/ Anthony P. Mack
	 	 	 	 	 
	Name: 	Raymond V. Lee	 	Name:	Anthony P. Mack
	 	 	 	 	 
	Title:	VP Legal Affairs	 	Title:	Chairman & CEO
	 	 	 	 	 
	Date:	April 2, 2020	 	Date:	April 2, 2020


 


	Exhibit A:	Amended and restated Exhibit A to the Note
	 	 
	Exhibit B:	Calculation of interest accrued up to March 31, 2020 ($16,435)


 




    2


     


    

 


Exhibit
A


 


Amended
and restated Exhibit A to the Note as of March 27, 2020


 


	 	 	2019	 	2020	 	 
	 	 	Jul	 	Aug	 	Sep	 	Oct	 	Nov	 	Dec	 	Jan	 	Feb	 	Mar	 	Apr	 	May	 	Jun	 	TOTAL
	WO
    2 and CO 1	 	$	12,380	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	221,680	 
	WO
    3 and CO 1	 	$	14,920	 	 	$	22,360	 	 	$	21,880	 	 	$	1,240	 	 	$	1,240	 	 	$	1,240	 	 	$	17,560	 	 	$	5,560	 	 	$	3,640	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	89,640	 
	WO
    4 and CO 1	 	$	21,400	 	 	$	32,440	 	 	$	31,000	 	 	$	1,240	 	 	$	8,140	 	 	$	1,240	 	 	$	17,800	 	 	$	6,520	 	 	$	3,160	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	122,940	 
	TOTALS	 	$	48,700	 	 	$	73,560	 	 	$	71,640	 	 	$	21,240	 	 	$	28,140	 	 	$	21,240	 	 	$	54,120	 	 	$	30,840	 	 	$	25,560	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	434,260	 



 




    3


     


    

 


Exhibit
B


 


Calculation
of interest accrued up to March 31, 2020 ($16,435)


 





	 	 	2019	 	2020	 	 
	Agreement	 	Aug	 	Sep	 	Oct	 	Nov	 	Dec	 	Jan	 	Feb	 	Mar	 	Total
	WO 2 and CO 1	 	$	25	 	 	$	416	 	 	$	572	 	 	$	729	 	 	$	885	 	 	$	1,041	 	 	$	1,198	 	 	$	1,354	 	 	$	6,220	 
	WO 3 and CO1	 	$	31	 	 	$	493	 	 	$	503	 	 	$	514	 	 	$	524	 	 	$	670	 	 	$	717	 	 	$	747	 	 	$	4,199	 
	WO 4 and CO 1	 	$	44	 	 	$	707	 	 	$	717	 	 	$	785	 	 	$	796	 	 	$	944	 	 	$	998	 	 	$	1,025	 	 	$	6,016	 
	Totals	 	$	100	 	 	$	1,616	 	 	$	1,792	 	 	$	2,028	 	 	$	2,205	 	 	$	2,655	 	 	$	2,913	 	 	$	3,126	 	 	$	16,435	 


 




 


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