Exhibit 10.27


 











Paycheck Protection Program Term Note


 


	$72,100.00	May 04, 2020






 


FOR VALUE RECEIVED, VIRPAX PHARMACEUTICALS,
INC. (the “Borrower”), with an address at 1238 WATERFORD ROAD, WEST CHESTER, PENNSYLVANIA 19380-5847, promises
to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States
of America in immediately available funds at its offices located at 222 Delaware Avenue, Wilmington, Delaware 19801, Attn: Business
Banking, or at such other location as the Bank may designate from time to time, the principal sum of $72,100.00 (the “Facility”),
together with interest accruing on the outstanding principal balance from the date hereof, all as provided below. This Note is
being issued pursuant to the Coronavirus Aid, Relief, and Economic Security Act’s (the “CARES Act”) (P.L.
116-136) Paycheck Protection Program (the “Program”).


 


1.
Rate of Interest. Amounts outstanding under this Note will bear interest at a rate per annum (“Fixed
Rate”) which is at all times equal to 1.00%. Interest will be calculated based on the actual number of days that principal
is outstanding over a year of 360 days. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.


 


2.
Structure; Payment Terms. During the period (the “Deferral Period”) beginning on the
date of this Note and ending on the 6 month anniversary of the date of this Note (the “Deferral Expiration Date”),
interest on the outstanding principal balance will accrue at the Fixed Rate, but neither principal nor interest shall be due and
payable during the Deferral Period. On the Deferral Expiration Date, the outstanding principal of the Facility that is not forgiven
under the Program (the “Conversion Balance”) shall convert to an amortizing term loan payable as set forth
below.


 


On the 1 5th day of the 7” month
following the date of this Note (the “First Payment Date”), all accrued interest that is not forgiven under
the Program shall be due and payable. Additionally, on the First Payment Date, and continuing on the 15th day of each month thereafter
until the 2” anniversary of the date of this Note (the “Maturity Date”), equal installments of principal
shall be due and payable, each in an amount determined by dividing the Conversion Balance by 18 (the “Monthly Principal
Amount”). Interest shall be payable at the same times as the Monthly Principal Amount. Any outstanding principal and
accrued interest shall be due and payable in full on the Maturity Date.


 


If any payment under this Note shall become
due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time
shall be included in computing interest in connection with such payment. “Business Day” shall mean any day other
than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business
in the State of Delaware. The Borrower hereby authorizes the Bank to charge the Borrower’s deposit account at the Bank for
any payment when due. Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued
interest and principal in any order the Bank may choose, in its sole discretion.


 






     


     


    




 


3.
Forgiveness of the Facility. All or a portion of this Facility may be forgiven in accordance with the
Program requirements. The amount of forgiveness shall be calculated (and may be reduced) in accordance with the requirements of
the Program, including the provisions of Section 1106 of the CARES Act. Not more than 25% of the amount forgiven can be attributable
to non-payroll costs.


 


4.
Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other
amount coming due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower
also shall pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the
“Late Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of any
such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’s option upon the occurrence
of any Event of Default (as hereinafter defined) and during the continuance thereof, each advance outstanding under this Note
shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days)
which shall be five percentage points (5.00%) in excess of the interest rate in effect from time to time under this Note but not
more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether
or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for
the purpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and
not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents (as defined below)
or under applicable law, and any fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default
Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge
and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that
the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty. As used in this Note, “Loan
Documents” means, individually and collectively, this Note, together with all other agreements and documents executed and/or
delivered in connection with this Note or referred to in this Note, as amended, modified or renewed from time to time.


 


5.
Prepayment. The Borrower shall have the right to prepay any amounts outstanding under this Note at any
time and from time to time, in whole or in part, without penalty.


 


6.
Increased Costs; Yield Protection. On written demand, together with written evidence of the justification
therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a
result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement
(including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding
company or any of their respective assets relative to the Facility. “Change in Law” means the occurrence, after
the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b)
any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof
by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 






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7. Representations,
Warranties and Covenants.


 


(a) The
Borrower hereby represents and warrants that, if not a natural person, the Borrower is duly organized, validly existing and in
good standing under the laws of the state of its incorporation or organization and has the power and authority to own and operate
its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing
to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or
licensing.


 


(b) The
Borrower certifies, acknowledges and agrees that the certifications contained in the Paycheck Protection Program Certification
and the Program application delivered to the Bank are true and correct, which certifications are hereby incorporated herein by
this reference as if set forth herein.


 


(c) The
Borrower covenants and agrees that the Borrower will do all things necessary to (i) if not a natural person, (A) maintain, renew
and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to
continue its business as currently conducted; and (B) continue in operation in substantially the same manner as at present, to
the extent permitted by applicable law (including without limitation any statute, ordinance, rule or regulation relating to employment
practices, pension benefits or environmental, occupational and health standards and controls); and (ii) comply with all laws applicable
to the Borrower and to the operation of its business (including without limitation any statute, ordinance, rule or regulation relating
to employment practices, pension benefits or environmental, occupational and health standards and controls).


 


(d) The
Borrower represents and warrants that (i) the Borrower has full power, authority and capacity to enter into the transactions provided
for in this Note and the other Loan Documents; (ii) if not a natural person, all necessary action to authorize the execution and
delivery of this Note and the other Loan Documents has been properly taken; (iii) this Note and the other Loan Documents, when
executed and delivered by the Borrower, will constitute the legal, valid and binding obligations of the Borrower enforceable in
accordance with their terms; (iv) if not a natural person, the Borrower is and will continue to be duly authorized to perform all
of the terms and provisions of this Note and the other Loan Documents; (v) there does not exist, either before or after giving
effect to the terms of this Note, any default or violation by the Borrower of or under any of the terms, conditions or obligations
of any of its governing documents; and (vi) the Borrower does not require the consent of any party with respect to this Note, the
other Loan Documents or the Facility except for such consents that have been obtained.


 


(e) The
Borrower covenants and agrees to take all such additional actions and promptly provide to the Bank all additional documents, statements
and information as the Bank may require from time to time, in its discretion, in connection with the SBA’s requirements or
requests under or in respect of the Program or the general standard operating procedures of the SBA.


 






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(f) The
Borrower authorizes and directs the Bank to disburse the proceeds of the Facility and to direct payments due under the Facility
in accordance with the Disbursement and Payment Authorization Instructions attached to this Note as Exhibit A.


 


8.
Other Loan Documents. Notwithstanding any provision to the contrary in any Loan Document or any other
collateral security documents that may have been or may in the future be executed and delivered to the Bank, or an agent acting
on behalf of the Bank, to secure any obligations of the Borrower to the Bank, this Note is not intended to be secured by real
property, and the applicability of any lien on such real property to secure this Note is expressly disclaimed by the Bank.


 


9.
Events of Default. The occurrence of any of the following events will be deemed to be an “Event
of Default” under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when
due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or the Borrower’s
failure to observe or perform any covenant or other agreement, under or contained in any Loan Document; (iii) the filing by or
against the Borrower of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or
similar proceeding (and, in the case of any such proceeding instituted against the Borrower, such proceeding is not dismissed
or stayed within 30 days of the commencement thereof, provided that the Bank shall not be obligated to advance additional funds
hereunder during such period); (iv) any assignment by the Borrower for the benefit of creditors, or any levy, garnishment, attachment
or similar proceeding is instituted against any property of the Borrower held by or deposited with the Bank; (v) the commencement
of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of the Borrower
to the Bank; (vi) the entry of a final judgment against the Borrower and the failure of the Borrower to discharge the judgment
within ten (10) days of the entry thereof; (vii) any change in the Borrower’s equity ownership (if not a public company),
or any merger, consolidation, division or other reorganization of, with or by the Borrower, or the sale or other transfer of all
or any substantial part of the Borrower’s property or assets, except as otherwise permitted by the Bank; (viii) any change
in the Borrower’s business, assets, operations, financial condition or results of operations that has or could reasonably
be expected to have any material adverse effect on the Borrower; (ix) the Borrower ceases doing business as a going concern; (x)
any representation or warranty made by the Borrower to the Bank in any Loan Document or any other documents now or in the future
evidencing or securing the obligations of the Borrower to the Bank, is false, erroneous or misleading in any material respect;
(xi) the death, incarceration, indictment or legal incompetency of any individual Borrower or, if the Borrower is a partnership
or limited liability company, the death, incarceration, indictment or legal incompetency of any individual general partner or
member; or (xii) failure of the Borrower to notify the Bank within ten (10) days of any change of the Borrower’s address.


 






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Upon the occurrence of an Event of Default:
(a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii)
or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts
payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default
shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder,
at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable;
(d) at the Bank’s option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of
Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under
applicable law. The Borrower acknowledges that upon the occurrence of an Event of Default, SBA, as defined below, may be required
to pay the Lender under the SBA guarantee, and SBA may then seek recovery on the Facility (to the extent any balance remains after
loan forgiveness).


 


10.
Right of Setoff. In addition to all rights of setoff against the Borrower’s money, securities or
other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under
this Note and to the extent permitted by law, a contractual right of setoff against all of the Borrower’s deposits, moneys,
securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other
direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit,
whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and
trust accounts. Every such right of setoff may be exercised without demand upon or notice to the Borrower upon the occurrence
of an Event of Default. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an
Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at
a later time.


 


11.
Financial and Other Information. Within forty five (45) days after the Bank’s request, the Borrower
agrees to deliver any financial and other business and ownership information concerning the Borrower that the Bank may request
from time to time, such as annual and interim financial statements (all of which shall be prepared in accordance with generally
accepted accounting principles), federal income tax returns. The Borrower also agrees to deliver to the Bank, promptly upon the
Bank’s request, certification(s) of beneficial owners in the form requested by the Bank (as executed and delivered to the
Bank on or prior to the date of this Note and updated from time to time, the “Certification of Beneficial Owners”).
If the Borrower was required to execute and deliver to the Bank a Certification of Beneficial Owners, (a) the Borrower represents
and warrants, as of the date of this Note and as of the date each updated Certification of Beneficial Owners is provided to the
Bank, that the information in the Certification of Beneficial Owners is true, complete and correct, and (b) the Borrower agrees
to provide confirmation of the accuracy of the information set forth in the Certification of Beneficial Owners, or deliver a new
Certification of Beneficial Owners in form and substance acceptable to the Bank, as and when requested by the Bank and/or when
any individual identified on the most recent Certification of Beneficial Owners provided to the Bank as a controlling party and/or
a direct or indirect individual owner has changed. The Borrower further agrees to provide such other information and documentation
as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including
without limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations),
and any policy or procedure implemented by the Bank to comply therewith. Additionally, the Borrower will keep books and records
in a manner satisfactory to the Bank and allow the Bank and SBA to inspect and audit books, records and papers relating to the
Borrower’s financial or business condition.


 






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12.
Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants to the
Bank, as of the date of this Note, the date of each advance of proceeds under the Facility, the date of any renewal, extension
or modification of the Facility, and at all times until the Facility has been terminated and all amounts thereunder have been
indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned
Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of
its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Facility will not be used to
fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned
Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay
the Facility are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity
engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism
Laws. Borrower covenants and agrees that it shall immediately notify the Bank in writing upon the occurrence of a Reportable Compliance
Event.


 


As used herein: “Anti-Terrorism
Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering,
or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and
all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement
Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security,
(e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered
Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the
foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Reportable
Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated
or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism
Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations
with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject
to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual
person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred
person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection
of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under,
any sanctions program maintained by any Compliance Authority.


 






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13.
Release and Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any,
who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and
employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any
and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with
whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may
incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including the Borrower
or any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of the Program or
relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a)
arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising
out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based
on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided,
however, that the foregoing indemnity shall not apply to any claims, damages, losses, liabilities and expenses solely attributable
to an Indemnified Party’s gross negligence or willful misconduct. The release and indemnity agreements contained in this
paragraph shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder.
The Borrower may participate at its expense in the defense of any such action or claim.


 


14.
Miscellaneous. All notices, demands, requests, consents, approvals and other communications required
or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect
to borrowing requests or as otherwise provided in this Note) and will be effective upon receipt. Notices may be given in any manner
to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and
commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that
Notices may be sent electronically to any electronic address provided by a party from time to time. Notices may be sent to a party’s
address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this
paragraph. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such
right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such
right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies
which the Bank may have under other agreements, at law or in equity. No modification, amendment or waiver of, or consent to any
departure by the Borrower from, any provision of this Note will be effective unless made in a writing signed by the Bank, and
then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding
the foregoing, the Bank may modify this Note for the purposes of completing missing content or correcting erroneous content, without
the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which notice
may be given by electronic mail). The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses
incurred by the Bank in the enforcement of its rights in this Note and in any security therefor, including without limitation
reasonable fees and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal or unenforceable
in any respect by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other
makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. The
Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower,
the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs,
executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors
and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank’s written
consent and the Bank at any time may assign this Note in whole or in part.


 






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This Note has been delivered to and accepted
by the Bank and will be deemed to be made in the State of Delaware. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH (I) FEDERAL REGULATIONS, AND (II) TO THE EXTENT NOT PREEMPTED BY FEDERAL
LAWS OR REGULATIONS, THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE
ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE OF DELAWARE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE
UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The
Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the State of Delaware; provided
that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising
any rights against the Borrower individually, against any security or against any property of the Borrower within any other county,
state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.


 


15.
Commercial Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred
by the Borrower solely for the purpose of acquiring or carrying on a business, professional or commercial activity, and not for
personal, family or household purposes.


 


16.
USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens
an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer
identifying number and other information that will allow the Bank to identify the Borrower, such as organizational documents.
For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to
certain individuals associated with the business or organization.


 


17.
Authorization to Obtain Credit Reports. By signing below, each person, who is signing in his or her individual
capacity, requests and provides written authorization to the Bank or its designee (and any assignee or potential assignee hereof)
to obtain such individual’s personal credit profile from one or more national credit bureaus. This authorization extends
to obtaining a credit profile in (i) considering an application for credit that is evidenced, guaranteed or secured by this document,
(ii) assessing creditworthiness and (iii) considering extensions of credit, including on an ongoing basis, as necessary for the
purposes of (a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting the
resulting account and (c) reporting on the repayment and satisfaction of such credit obligations. By signing below, such individual
further ratifies and confirms his or her prior requests and authorizations with respect to the matters set forth herein. For the
avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized
representatives of entities, organizations or governmental bodies.


 






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18.
Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees that
this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization
related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic
record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance
of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually
signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery
and/or retention.


 


19.
Depository. Unless the Bank otherwise agrees, the Borrower will establish and maintain with the Bank
the Borrower’s primary depository accounts.


 


20.
Federal Law. When the U.S. Small Business Administration (“SBA”) is the holder, this Note
will be interpreted and enforced under federal law, including SBA regulations. The Bank or SBA may use state or local procedures
for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does
not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, the Borrower may not
claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


21. DISPUTE
RESOLUTION.


 


(a) WAIVER
OF JURY TRIAL. FOR ANY DISPUTE THAT IS NOT ARBITRATED, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND THE BANK
IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER OR THE BANK MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF
ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF
SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


(b) ARBITRATION
OF DISPUTES. The Borrower or the Bank may elect to submit any and all disputes arising out of or relating to the Loan Documents
or any breach thereof (a “Dispute”) to binding arbitration


 


(i) Arbitration.
Any arbitration shall be conducted pursuant to and in accordance with the AAA Commercial Arbitration Rules and, where applicable,
the Supplementary Rules for Large, Complex Commercial Disputes, and judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Such arbitration shall be conducted in a mutually acceptable location. Except as expressly
set forth below, the procedures specified herein shall be the sole and exclusive procedures for the resolution of Disputes; provided,
however, that the Borrower or the Bank may seek provisional or ancillary remedies, such as preliminary injunctive relief, from
a court having jurisdiction, before, during or after the pendency of any arbitration proceeding. The institution and maintenance
of any action for such judicial relief, or pursuit of provisional or ancillary remedies, shall not constitute a waiver of the right
or obligation of any party to submit any claim or dispute to arbitration. Nothing herein shall in any way limit or modify any remedies
available to the Bank under the Loan Documents or otherwise at law or in equity.


 






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(ii) Motion
Practice. In any arbitration hereunder, the arbitrator(s) shall decide any pre-hearing motions which are substantially similar
to pre-hearing motions to dismiss for failure to state a claim or motions for summary adjudication.


 


(iii) Discovery.
Discovery shall be limited to the pre-hearing exchange of all documents which the Borrower and the Bank intend to introduce at
the hearing and any expert reports prepared by any expert who will testify at the hearing.


 


(iv) Sequential
Hearing Days. At the administrative conference conducted by the AAA, the Borrower and the Bank and the AAA shall determine
how to ensure that the hearing is started and completed on sequential hearing days. Potential arbitrators shall be informed of
the anticipated length of the hearing and they shall not be subject to appointment unless they agree to abide by the parties’
intent that, absent exigent circumstances, the hearing shall be conducted on sequential days.


 


(v) Award.
The award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which such award is based.


 


(vi) Fees
and Expenses. The Borrower and the Bank shall each bear equally all fees and costs and expenses of the arbitration, and each
shall bear its own legal fees and expenses and the costs of its experts and witnesses; provided, however, that if the arbitration
panel shall award to a party substantially all relief sought by such party, then, notwithstanding any applicable governing law
provisions, the other party shall pay all costs, fees and expenses incurred by the prevailing party and such costs, fees and expenses
shall be included in such award.


 


(vii) Confidentiality
of Disputes. The entire procedure shall be confidential and none of the parties nor arbitrator(s) may disclose the existence,
content, or results of any arbitration hereunder without the written consent of all parties to the Dispute, except (i) to the extent
disclosure is required to enforce any applicable arbitration award or may otherwise be required by law and (ii) that either party
may make such disclosures to its regulators, auditors, accountants, attorneys and insurance representatives. No conduct, statements,
promises, offers, views, or opinions of any party involved in an arbitration hereunder shall be discoverable or admissible for
any purposes in litigation or other proceedings involving the parties to the Dispute and shall not be disclosed to anyone not an
agent, employee, expert, witness, or representative for any of such parties.


 






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(viii) CLASS
ACTION WAIVER. THE BORROWER HEREBY WAIVES, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE
ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER;
AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein
as the “class action waiver”. The Bank and the Borrower agree that no arbitrator shall have authority to conduct any
arbitration in violation of the class action waiver or to issue any relief that applies to any person or entity other than the
Borrower and/or the Bank individually. The parties acknowledge that this class action waiver is material and essential to the arbitration
of any claims and is non-severable from this Dispute Resolution section. If the class action waiver is voided, found unenforceable,
or limited with respect to any claim for which the Borrower seeks class-wide relief, then this Dispute Resolution section (except
for this sentence) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation
of the class action waiver. However, this Dispute Resolution section shall remain valid with respect to all other claims and Disputes.
The parties acknowledge and agree that under no circumstances will a class action be arbitrated.


 


(ix) Applicability
of Federal Arbitration Act. This Note evidences transaction(s) in interstate commerce, and thus the Federal Arbitration Act
governs the interpretation and enforcement of this Dispute Resolution section.


 


REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK


 




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If the Borrower is a legal entity, the
undersigned certifies to the Bank that the undersigned (individually and collectively if more than one, the “Authorized Representative”)
is and was authorized and directed to (1) execute and deliver, including to electronically execute and deliver, in the name of
and on behalf of the Borrower, this Note and any other documents executed in connection with this Note or the Facility, all in
such form as may be requested by the Bank or required under the Program and any of which may contain a provision waiving the right
to trial by jury; (ii) execute and deliver to or in favor of, including to electronically execute and deliver to or in favor of,
the Bank any amendments, modifications, renewals or supplements of or to any of the foregoing agreements, documents or instruments;
(iii) take any other action requested, required or deemed advisable by the Bank in order to effectuate the foregoing; and (iv)
delegate the foregoing duties to other representatives of the Borrower. The undersigned further certifies that the Authorized Representative
holds the office, title or status with the Borrower specified below the Authorized Representative’s signature.


 


The Borrower acknowledges that it has
read and understands all the provisions of this Note, including the waiver of jury trial, arbitration and class action waiver,
and has been advised by counsel as necessary or appropriate, or has elected not to seek the advice of counsel.


 


WITNESS the due execution hereof
as a document under seal, as of the date first written above, with the intent to be legally bound hereby.


 


	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 
	 	By:	E-signed by Anthony Mack
	 	 	On 05-08-2020  14:38:59 EDT
	 	 	(SEAL)
	 	 	 
	 	Anthony Mack, President



 







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EXHIBIT A


TO PAYCHECK PROTECTION PROGRAM TERM
NOTE


 


DISBURSEMENT AND PAYMENT AUTHORIZATION
INSTRUCTIONS


 


Loan Disbursement Authorization:


 


Borrower authorizes and directs the Bank
to disburse the proceeds of the Facility as directed below. Each authorized representative of the Borrower is authorized to make
this request, the Bank is entitled to rely conclusively on the below instructions to make disbursements in the amount and manner
specified.


 


Disbursements


 


Disburse the proceeds of the Facility into
the Borrower’s demand deposit account with PNC Bank, Account No. 8401880041.


 


Automatic Payment Authorization Under
Facility:


 


The Borrower irrevocably authorizes and
directs the Bank to charge any deposit account identified above and maintained at the Bank (or such other account at the Bank as
the undersigned may designate to the Bank in writing from time to time) for all payments of principal and interest due or fees
on the Facility, and to debit such account for the amount of such payments on the date each payment is due. The Borrower acknowledges
and agrees that, to the extent there are insufficient funds in any such account to pay the required amounts when due, the Borrower
shall immediately pay to the Bank all sums remaining unpaid. This authorization supplements, and does not limit, the Bank’s
rights under the promissory note(s) and other documents evidencing or securing the Facility. The Bank is entitled to rely conclusively
on this authorization until this authorization is terminated by the Bank or the Borrower, and the Bank has had a reasonable time
to act thereon.


 




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Paycheck Protection Program Certification


 


May 04, 2020


 


VIRPAX PHARMACEUTICALS, INC. (the “Borrower”)
has applied to PNC Bank, National Association (the “Bank”) for a Small Business Association (“SBA”)
7(a) Paycheck Protection Program loan (the “PPP Loan”).


 


The below signer understands that the statements
made in this certification are part of the agreement with the Bank and that the Bank will rely on these statements when deciding
whether or not to make the PPP Loan.


 


I certify, acknowledge and agree that (a)
if the Borrower is not a natural person, I am an authorized officer of the Borrower and am authorized on behalf of the Borrower
to certify to the statements provided below, and (b) if the Borrower is a natural person, the undersigned certifies to the statements
below, and (c) in either case, the following are true and correct statements:


 


		1.	The Borrower was in operation on February 15, 2020 and, if Borrower is not a self-employed worker
or independent contractor, had employees for whom it paid salaries and payroll taxes.



 


		2.	The uncertainty of current economic conditions makes necessary the PPP Loan request to support
the ongoing operations of the Borrower.



 


		3.	The proceeds of the PPP Loan will be used to retain workers and maintain payroll or make mortgage
interest payments, lease payments, and utility payments; and at least 75 percent of the proceeds of the PPP Loan will be used for
payroll expenses. If the funds are knowingly used for unauthorized purposes, the federal government may hold the undersigned and
the Borrower legally liable such as for charges of fraud.



 


		4.	Documentation verifying the number of full-time equivalent employees on the Borrower’s payroll
as well as the dollar amounts of payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities
for the eight week period following the disbursement of the PPP Loan will be provided to the Bank.



 


		5.	The Borrower understands and agrees that loan forgiveness may be provided if the Borrower uses
all of the loan proceeds for documented payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities.
The actual amount forgiven will be determined in accordance with the requirements of the Program, including the provisions of Section
1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L. 116-136), and in no event may more than 25 percent
of the forgiven amount be attributable to non-payroll costs.



 






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		6.	The Borrower does not have any other PPP Loan applications pending and will not apply for another
PPP Loan. During the period beginning on February 15, 2020 and ending on December 31, 2020 Borrower has not received and will not
receive another PPP Loan.



 


		7.	The Borrower shall notify the Bank if the Borrower received an SBA Economic Injury Disaster Loan
(“EIDL”) between January 31, 2020 and April 3, 2020 and the proceeds of such EIDL were or are used to retain
workers and maintain payroll; in such circumstances the proceeds of the PPP Loan must be used to refinance any such EIDL.



 


		8.	The information provided in the PPP Loan application and the information provided in all supporting
documents and forms is true and accurate in all material respects. Each of the undersigned understands that knowingly making a
false statement to obtain a guaranteed loan from SBA is punishable under the law, including under 18 USC 1001 and 3571 by imprisonment
of not more than five years and/or a fine of up to $250,000; under 15 USC 645 by imprisonment of not more than two years and/or
a fine of not more than $5,000; and, if submitted to a federally insured institution, under 18 USC 1014 by imprisonment of not
more than thirty years and/or a fine of not more than $1,000,000.



 


		9.	The Borrower acknowledges that the Bank will confirm the eligible PPP Loan amount using the Borrower’s
information that it has submitted, including without limitation, tax returns and tax transcripts (collectively, the “Tax
Information”). The Borrower affirms that the Tax Information is identical to that submitted to the Internal Revenue Service.
The Borrower also understands, acknowledges, and agrees that the Bank can share the Borrower’s Tax Information with (i) the
SBA’s authorized representatives, including authorized representatives of the SBA Office of Inspector General, (ii) the Bank’s
affiliates, and its and their respective directors, officers, employees, agents and advisors (the “Representatives”),
and (iii) any actual or potential owners of a credit facility extended by the Bank or its Representatives to the Borrower, any
acquirers of any beneficial or other interest in such credit facility, guarantor, servicers or service providers for such parties,
and their successors and/or assigns (the “Other Loan Participants”) for the purpose of (w) compliance with SBA
loan program requirements and all SBA reviews, (x) originating, maintaining, managing, monitoring, servicing, selling, insuring,
and securitizing a credit facility; (y) enforcing any of its rights or remedies under the loan documents applicable to such credit
facility (including, without limitation, in connection with any collection action related thereto) or (z) as otherwise permitted
by applicable laws, including state and federal privacy and data security laws, or if required to do so by legal process, regulation
or law, or in defense of any claims or causes of action against the Bank or any of its Representatives.



 





	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 
	 	By:	E-signed by Anthony Mack
	 	 	On 05-08-2020  14:39:12 EDT
	 	 	(SEAL)
	 	 	 
	 	Anthony Mack, President


 


 


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