Exhibit 10.26





 


SECOND
AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE


BETWEEN
VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLC


 


This
Second 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 September 30, 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,
Amendment 1 to the Note amended 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.


 


WHEREAS,
the Parties desire to further amend the Note in order to: (1) amend and restate Exhibit A to the Note to increase the amount of
the Principal Balance from $434,260 to $493,480; (2) amend the definitions of Qualified Financing and Conversion Date to extend
the dates therein from September 30, 2020 to November 30, 2020; and (3) provide for the payment of all interest accrued between
April 1, 2020 through November 30, 2020 in the amount of $30,431.


 


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 September 30, 2020 to November 30, 2020.



 


		B.	Amend
                                         and Restate Exhibit A to the Note to Increase the Principal Balance. Since the Effective
                                         Date of Amendment 1 of the Note (March 25, 2020), the parties have executed change orders
                                         2 and 3 to Work Order 2 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 and the Principal Balance is hereby increased from $434,260
                                         to $493,480.



 


		C.	Provide
                                         for the payment of all interest accrued from April 1, 2020 through November 30, 2020.
                                         In the event a Qualified Financing has not occurred prior to November 30, 2020, upon
                                         conversion of this Note on November 30, 2020 (the Conversion Date), Virpax shall also
                                         pay to RRD all outstanding interest accrued from April 1, 2020 through November 30, 2020
                                         in the amount of $30,431 as further described in Exhibit B. For clarification, interest
                                         shall continue to accrue until this Note is satisfied.



 






    1


     


    




 


		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 and CEO
	 	 	 	 	 
	Date:	October 6, 2020	 	Date:	October 5, 2020





 





	Exhibit A:	Amended and restated Exhibit A to the Note
	Exhibit B:	Calculation of interest accrued from April 1, 2020 through November 30, 2020 ($30,431)





 




    2


     


    

 


Exhibit
A


Amended
and restated Exhibit A to the Note as of April 1, 2020





 


	 	 	2019	 	 	2020	 	 	 	 
	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	TOTAL	 
	WO 2 and CO 1,2,3	 	$	12,380	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	18,760	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	280,900	 
	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	 	 	$	19,740	 	 	$	19,740	 	 	$	19,740	 	 	$	493,480	 







 




    3


     


    

Exhibit
B


Calculation
of outstanding interest accrued from April 1, 2020 through November 30, 2020





 


	 	 	2020 Interest	 	 	 	 
	Agreement	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Work Order #2 Change Order’s 1-3	 	$	1,518	 	 	$	1,683	 	 	$	1,847	 	 	$	2,012	 	 	$	2,176	 	 	$	2,341	 	 	$	2,341	 	 	$	2,341	 	 	$	16,259	 
	Work Order #3 Change Order 1	 	$	747	 	 	$	747	 	 	$	747	 	 	$	747	 	 	$	747	 	 	$	747	 	 	$	747	 	 	$	747	 	 	$	5,976	 
	Work Order #4 Change Order 1	 	$	1,025	 	 	$	1,025	 	 	$	1,025	 	 	$	1,025	 	 	$	1,025	 	 	$	1,025	 	 	$	1,025	 	 	$	1,025	 	 	$	8,196	 
	Totals	 	$	3,290	 	 	$	3,455	 	 	$	3,619	 	 	$	3,784	 	 	$	3,948	 	 	$	4,113	 	 	$	4,113	 	 	$	4,113	 	 	$	30,431	 




 


 


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