Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT
effective as of April 15, 2021 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware
corporation, and Jeffrey Gudin, MD (the “Executive”).


 


WHEREAS, the Company desires to employ Executive
upon the terms and conditions set forth in this Agreement;


 


WHEREAS, Executive desires to commence employment
with and to provide his services to the Company on the terms set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing, and of the respective covenants and agreements set forth below, the parties hereto, intending to be legally bound, agree as
follows:


 


1.
Position and Duties; Board Seat.


 


(a)
Position and Duties. The Company agrees that the Executive shall be employed by the Company to serve as Executive Vice
President and Chief Medical Officer (“CMO”) of the Company. The Executive shall report directly to the Chief Executive Officer
(“CEO”). The Executive agrees to be so employed by the Company and agrees to devote a sufficient portion of his business time,
attention, skill and efforts to enable him to perform services for the Company and to faithfully and diligently discharge and fulfill
his duties hereunder to the best of his abilities. In so doing, the Executive shall perform such executive, managerial, administrative
and financial functions as are required to develop the Company’s business and to perform other duties assigned to the Executive
by the CEO that are consistent with the Executive’s title as CMO. The Executive shall perform Executive’s duties hereunder
virtually and at the Company’s principal offices as needed. In the performance of Executive’s duties, the Executive shall
travel to such other places at such times as the needs of the Company may from time-to-time dictate or be desirable. To the extent requested
by the Company’s Board of Directors (the “Board”), Executive shall also serve as an officer of any of the direct or
indirect parents or subsidiaries of the Company, in each case without additional compensation.


 


(b)
Best Efforts and Other Activities. Executive shall serve the Company faithfully and to the best of Executive’s
ability and shall devote Executive’s business time, energy, experience and talents to the business of the Company, and will not
engage in any other full-time employment activities for any direct or indirect remuneration without approval of the Board, except as otherwise
provided herein. The Company recognizes that Executive is a renowned leader in his field and has existing research and consulting projects,
and therefore it shall not be a violation of this Agreement for Executive to continue those activities. In addition, Executive may manage
Executive’s own personal investments and engage in or serve such civic, community, charitable, educational, or religious organizations
as he may select, so long as such financial interest and/or service does not create a conflict of interest with, or interfere with the
performance of, Executive’s duties hereunder or conflict with Executive’s covenants under this Agreement, in each case as
determined in the reasonable judgment of the Board. Following notice by the Company of an apparent conflict, Executive will be given 60
days to remedy.


 






     


     


    

 


2.
Term. The Executive’s employment under this Agreement shall commence on April 15, 2021 (hereinafter, the “Commencement
Date”) and shall continue until the third anniversary of the Commencement Date, unless earlier terminated pursuant to Section 4.
The period during which the Executive is employed by the Company under this Agreement, and any renewal of this Agreement, is hereinafter
referred to as the “Term.” In the event that this Agreement is not renewed at the conclusion of the Term, and Executive continues
to work for the Company, such employment shall be “at-will,” which means that either Executive or the Company may terminate
Executive’s employment at any time, for any reason, with or without notice, and the terms of this Agreement, including any severance
obligations, shall no longer apply or be in force or effect, except that the Employee Confidential Disclosure, Invention Assignment, Non-Competition,
Non-Solicitation and Non-Interference Agreement remains in full force and effect.


 


3.
Compensation.


 


(a)
Base Salary. Executive shall be paid an annual salary at the rate of $150,000. Base salary is payable in accordance
with the Company’s payroll practices and policies in effect from time to time and subject to applicable withholding of income taxes,
social security taxes and other such other payroll deductions as are required by law or applicable employee benefit programs. Executive’s
base salary is subject to adjustment by the Board or a committee of the Board. The Executive’s annual base salary, as in effect
from time to time, is hereinafter referred to as the “Base Salary.”


 


(b)
Cash Bonus. With respect to each fiscal year of the Company during the continued full-time employment of the Executive
hereunder, the Executive will be eligible to be considered for an annual performance bonus (the “Cash Bonus”) with a target
amount of 30% of the Executive’s Base Salary, which shall be prorated for 2021 based on the number of days during such year that
the Executive was employed by the Company. The Cash Bonus, if any, will be awarded by the Board in its sole discretion based on the achievement
of Company and personal performance metrics established by the Board on an annual basis. Any Cash Bonus awarded to the Executive hereunder
will be payable in a single lump sum cash payment, less applicable taxes and withholdings, not later than two and one-half months after
the end of the fiscal year to which it relates in accordance with the Company’s customary practices for annual bonus payments. In
order to earn any Cash Bonus, Executive must be actively employed by the Company on the date on which the Cash Bonus payment is made.
For purposes of this Agreement, “actively employed” means that Executive has not resigned (or given notice of Executive’s
intention to resign), and the Company has not terminated, or given notice to terminate Executive’s employment with the Company.


 


(c)
Equity Incentives. The Executive shall be eligible to participate in equity incentive programs established by the Company
from time to time in accordance with the terms of those programs.


 


(d)
Vacation and Fringe Benefits. The Executive shall be entitled to participate in all vacation and other fringe benefit
programs of the Company to the extent and on the same terms and conditions as are accorded to other senior management employees of the
Company.


 






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(e)
Reimbursement of Other Expenses. The Company shall reimburse the Executive for the reasonable and necessary out-of-pocket
business expenses incurred by the Executive for or on behalf of the Company in furtherance of the performance of the Executive’s
duties hereunder in accordance with the Company’s policies as approved by the Board from time to time, subject in all cases to the
Company’s requirements with respect to reporting and documentation of such expenses.


 


(f)
Section 409A. If any reimbursement under this Section 3 is not exempt from Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”) then (i) any reimbursement in one calendar year shall not affect the amount that may
be reimbursed in any other calendar year; (ii) a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit
or payment; and (iii) a reimbursement shall be made no later than the end of the calendar year following the calendar year in which the
Executive incurred the related expense.


 


4. Termination.


 


(a)
Death. The Executive’s employment with the Company shall automatically terminate effective as of the date of the
Executive’s death, in which event the Company shall not have any further obligation or liability under this Agreement except that
the Company shall pay to the Executive’s estate: (i) any portion of the Executive’s Base Salary for the period up to the Executive’s
date of death that has been earned but remains unpaid; (ii) any expenses properly incurred but not yet reimbursed, including, without
limitation, the reimbursements provided for in sub-sections (e) and (f) of Section 3; (iii) any vacation or paid time off earned but unused
under the Company’s policies, and any benefits that have accrued to the Executive under the terms of the employee benefit plans
of the Company, which benefits shall be paid in accordance with the terms of those policies and plans (the payments in clauses (i) through
(iii) collectively, the “Accrued Obligations”); and (iv) the sum of the Cash Bonus awarded pursuant to Section 3(b), if any,
with respect to the fiscal year prior to the fiscal year of termination. The Accrued Obligations shall be paid on the first payroll date
following the last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the
last date of employment. The Unpaid Cash Bonus, if any, will be paid when it would have been paid had Executive remained employed with
the Company.


 


(b)
Disability. The Company may terminate the employment of the Executive immediately upon written notice to the Executive
in the event of the Disability (as defined below) of the Executive, in which event the Company shall not have any further obligation or
liability under this Agreement except for the Accrued Obligations and the Unpaid Cash Bonus. The Accrued Obligations shall be paid on
the first payroll date following the last date of employment to the extent administratively feasible and, if not, then on the second payroll
date following the last date of employment. The Unpaid Cash Bonus, if any, will be paid when it would have been paid had Executive remained
employed with the Company. For purposes of this Agreement, “Disability” means an illness, incapacity or a mental or physical
condition that renders the Executive unable or incompetent, with or without a reasonable accommodation, to carry out the job responsibilities
that the Executive held or the tasks that the Executive was assigned at the time the disability commenced for a period of 90 consecutive
days, or 180 non-consecutive days in any rolling 12-month period, as determined by the Board in its good faith discretion.


 






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(c)
Termination of the Executive’s Employment for Cause. The Company may terminate the employment of the Executive
for Cause (as defined below) immediately upon providing written notice of such termination to the Executive. If the Executive’s
employment with the Company is terminated by the Company for Cause, the Company shall not have any further obligation or liability under
this Agreement except for the Accrued Obligations. The Accrued Obligations shall be paid on the first payroll date following the last
date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment.
“Cause” for the Company (or a successor, if appropriate) to terminate the Executive’s employment will exist upon the
occurrence of any of the following events: (i) the Executive’s continued failure to substantially perform the Executive’s
duties and obligations to the Company, including but not limited to any material breach of this Agreement or any material violation of
the Company’s written policies or rules, and failure to cure the same within thirty days after being notified by the Board, except
that such cure period shall not apply in circumstances where failure, breach, or refusal which, by its nature, cannot reasonably be expected
to be cured; (ii) the Executive’s having committed willful fraud or willful misconduct, in any such case which is materially
injurious to the Company; (iii) the Executive’s having been convicted of a felony involving moral turpitude that results in material
harm to the standing or reputation of the Company; or (iv) the Executive’s engagement in conduct that brings or is reasonably likely
to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.


 


(d)
Termination by the Company without Cause. The Company may terminate the employment of the Executive for any reason other
than one specified in Section 4(b) or Section 4(c) immediately upon written notice of termination to the Executive. For the avoidance
of doubt, Executive is not entitled to the benefits set forth in this Section 4(d) in the event that Executive’s termination with
the Company results from a nonrenewal of Executive’s agreement or if the Company continues to employ Executive as an at-will employee
following the expiration of this Agreement. If the Executive’s employment with the Company is terminated by the Company for any
reason other than one specified in Section 4(b) or Section 4(c), in addition to the Accrued Obligations, Executive shall be entitled to
receive the following, subject to the conditions set forth in Section 4(d)(i): (i) severance payments in an amount equal to the Base
Salary for a period of six (6) months after the effective date of the termination of the Executive’s employment (“Severance
Period”), payable in accordance with the Company’s payroll practices and policies then in effect (except as provided below
regarding the commencement of payments); and (ii) monthly reimbursement (upon presentation of proof of payment) for the medical insurance
premiums under the Company’s group insurance plan (currently Independence Blue Cross Personal Choice Flex, Group #10402187) for
the Executive and his eligible dependents at the same level as was in effect on the termination date until the earlier of (1) the
end of the Severance Period or (2) the date the Executive becomes eligible for medical benefits through another employer, provided
the Executive timely elects continuation coverage under COBRA and remains eligible for such COBRA coverage.


 


(i) Executive is only entitled to receive the payments
and benefits set forth in this Section 4(d) if Executive: 1) executes a separation agreement and general release of claims in the form
(the “Release”); 2) complies with the Release; 3) complies with all terms and provisions of this Agreement; and 4) complies
with the Executive Confidentiality Agreement (as defined in Section 5) that survives the termination of the Executive’s employment
by the Company.


 






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(ii) Any payments due pursuant to Section 4(d),
other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the Executive’s
termination of employment provided the Executive has timely executed and returned the Release and, if a revocation period is applicable,
the Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second
calendar year, the severance payments shall begin to be paid in the second calendar year. The Accrued Obligations will be paid on the
first payroll date following last date of employment to the extent administratively feasible and, if not, then on the second payroll date
following the last date of employment. If the Executive’s employment with the Company is terminated by the Company pursuant to this
Section 4(d), the Company shall not have any further obligation or liability under this Agreement except for the payments specified in
this Section 4(d), payment of the Accrued Obligations.


 


(iii) The Executive shall not be required to seek
or accept other employment, or otherwise to mitigate damages, as a condition to the receipt of benefits pursuant to this Section 4(d),
and such benefits shall not be reduced or offset by any compensation or other amounts received by the Executive from any other source
except as required by applicable plan documents.


 


(e)
Termination by the Executive for Good Reason. The Executive may terminate his employment with the Company for Good Reason
(as defined below) upon providing written notice of such termination to the Company in accordance with this Section 4(e). “Good
Reason” for the Executive to resign from the employ of the Company will exist upon the occurrence of any of the following events,
subject to compliance with the other provisions of Section 4(e): (a) a material reduction in the Base Salary, as then in effect, other
than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; (b) a material
reduction of the Executive’s authority, position, responsibilities or duties; (d) the Company’s material breach of this Agreement;
or (e) a relocation of the Executive’s principal workplace by more than 50 miles from the Company’s principal offices as of
the Commencement Date.


 


(i) If the Executive shall terminate the Executive’s
employment with the Company for Good Reason, the Executive shall be entitled to receive the same payments and benefits on the same terms
and conditions as would be applicable upon a termination of the Executive’s employment by the Company as provided in Section 4(d)
and subject to the satisfaction of the other provisions of such Section 4(d) and this Section 4(e). If the Executive’s employment
with the Company is terminated by the Executive for Good Reason pursuant to this Section 4(e), the Company shall not have any further
obligation or liability under this Agreement except for the payments specified in Section 4(d) payment of the Accrued Obligations.


 






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(ii) The Executive may not terminate his employment
with the Company for Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement,
unless (I) the Executive, within 60 days after the Executive first has notice of the existence of the act or failure to act by the Company
that constitutes Good Reason within the meaning of this Agreement, provides the Company with written notice that describes, in reasonable
detail, the act or failure to act that the Executive believes to constitute Good Reason and identifies the particular clause of this Section
4(e) that the Executive contends is applicable to such act or failure to act; (II) the Company, within 30 days after its receipt of such
notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate Good Reason for the termination by the Executive
of the Executive’s employment relationship with the Company; and (III) the Executive actually resigns from the employ of the Company
on or before that date that is 12 calendar months after the initial existence of the act or failure to act by the Company that constitutes
Good Reason. If the requirements of the immediately preceding sentence are not fully satisfied on a timely basis, then Executive shall
have waived his right to terminate his employment for Good Reason with respect to the particular act or failure to act, and, if Executive
resigns, the resignation by the Executive from the employ of the Company shall not be deemed to have been for Good Reason, the Executive
shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from the employ
of the Company for Good Reason, and the Company shall not be required to pay any amount or provide any benefit that would otherwise have
been due to the Executive under this Section 4(e) had the Executive resigned with Good Reason.


 


(f)
Change in Control.


 


(i) Notwithstanding any other provision contained
herein, if the Executive’s employment hereunder
is terminated by the Executive for Good Reason or by the Company without Cause
(other than on account of the Executive’s death or Disability), in each case
within twelve (12) months following a Change in Control, the Executive shall be
entitled to receive the Accrued Obligations and subject to the Executive’s compliance
with Section 5 and Section 6 of this Agreement and the Executive’s execution
of the Release (as defined above) which becomes effective within 60 days following the termination date, the Executive shall
be entitled to receive the following:


 


(1) a
lump sum payment equal to two (2) times the sum of the Executive’s Base Salary
for the year in which the termination date occurs (or if greater, the year immediately preceding the year in which the Change in Control
occurs), which will be paid as soon as practical but no later than March 15 of the year following the termination date;


 


(2) a lump sum payment equal to two (2) times the
sum of the Executive’s Cash Bonus for the calendar year in which the termination
date occurs (or if greater, the year in which the Change in Control occurs), which will be paid as soon as practical but no later than
March 15 of the year following the termination date;


 


(3) accelerated vesting of any award granted to
the Executive under the Virpax Pharmaceuticals, Inc. 2017 Equity Incentive Plan (“Plan”) section 15.1(b) of the Plan, and
as approved by the compensation committee of the Board pursuant to the execution of this Agreement.


 






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(ii) For purposes of this Agreement,
“Change in Control” shall mean the occurrence of any of the following after the Effective Date:


 


(1) one person (or more than one person acting
as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than
50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not
occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power
of the Company’s stock and acquires additional stock;


 


(2) one person (or more than one person acting
as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the
Company’s stock possessing 50% or more of the total voting power of the Company’s stock; or


 


(3) the sale of all or substantially all of the
Company’s assets.


 


Notwithstanding the foregoing, a Change in
Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of
the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A. For the avoidance
of doubt, if Executive is entitled to benefits under this Section 4(f), Executive will not be eligible for the benefits set forth in Sections
4(d) or 4(e)


 


(g)
Other Termination by the Executive. The Executive may terminate the Executive’s employment for any reason other
than one specified in Section 4(e) upon 30 days’ prior written notice of termination to the Company. In the event the Executive
shall terminate the Executive’s employment pursuant to this Section 4(g), the Company shall not have any further obligation or liability
under this Agreement, except for the Accrued Obligations, which shall be paid on the first payroll date following last date of employment
to the extent administratively feasible and if not, then on the second payroll date following the last date of employment. The Company
shall have the right following Executive’s provision of notice to terminate the Executive’s employment prior to the end of
the notice period so long as the Company pays the Executive his Base Salary and Accrued Obligations for the full notice period.


 


(h)
Code Section 409A.  The payments and reimbursements set forth in this Agreement are intended to be exempt from Code
section 409A to the maximum extent possible under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)
or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). To the extent any portion of such payments are not exempt
from Code section 409A, the excess amount shall be treated as deferred compensation under Code section 409A and as such shall be payable
pursuant to the following schedule: such excess amount shall be paid via standard payroll in periodic installments in accordance with
the Company’s usual practice for its senior executives. Solely for purposes of Code section 409A, each installment payment is considered
a separate payment. To the extent the timing of any amount of nonqualified deferred compensation payable under this Agreement is determined
by reference to the Executive’s “termination of employment,” such term will be deemed to refer to the Executive’s
“separation from service” within the meaning of Code section 409A. Notwithstanding any provision in this Agreement to the
contrary, in the event that the Executive is a “specified employee” as defined in Code section 409A, any continuation payment,
continuation benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified
employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six months following the
date of the Executive’s termination of employment or before the date of the Executive’s death, if earlier. In no event shall
the Company be liable for any additional tax, interest, or penalties that may be imposed on the Executive pursuant to Code section 409A.


 






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(i)
Parachute Provisions. In the event a Change of Control occurs, the Company will engage an independent accounting firm
(the “Accounting Firm”) at its expense to determine whether the Executive received, is entitled to receive or will become
entitled to receive any benefits or payments in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) (the
“Total Payments”), and whether the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Section
4999 of the Code. If the Total Payments will be subject to the Excise Tax, at the Executive’s election, (i) the Company shall use
reasonable efforts to obtain the approval of Company’s stockholders in the manner contemplated by Q&A 7 of Treas. Reg. Section
1.280G such that the Excise Tax shall not apply to any portion of the Total Payments, or (ii) the aggregate present value of the Total
Payments shall be reduced (but not below $1) if reducing the Total Payments will provide the Executive with a greater net after-tax amount
than would be the case if no reduction was made. Any reduction shall be done in accordance with Section 409A of the Internal Revenue Code
of 1986, as amended.


 


5.
Confidentiality and Restrictive Covenants. Concurrently with the execution hereof, and as a condition of employment,
the Executive shall execute and deliver an Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and
Non-Interference Agreement (the “Executive Confidentiality Agreement”).


 


6. Nondisparagement.
During the Term and at all times thereafter, regardless of the reason for termination, the Executive
shall not publicly disparage the Company, its affiliates, products or services, and the Company shall not permit the members of its Board,
its senior executives, or those of its subsidiaries to publicly disparage, the Executive. Nothing contained herein shall be construed
to prohibit any person from providing truthful testimony pursuant to legal process, or to prevent the Executive from complying with any
federal or state whistleblower act or publishing any scholarly research papers. 


 


7. Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Employment
Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s
employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection
with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize
disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection
with such cooperation


 


8.
No Conflicts. The Executive represents and warrants that the Executive is not party to any agreement, contract or understanding,
whether of employment, consultancy or otherwise, in conflict with this Agreement or which would in any way restrict or prohibit the Executive
from undertaking or performing services for the Company or otherwise from entering into or performing this Agreement or the Invention
Assignment Agreement.


 






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9.
Full Agreement. This Agreement (including the Exhibits hereto) and the Executive Confidentiality Agreement, constitute
the entire agreement of the parties concerning its subject matter and supersedes all other oral or written understandings, discussions,
and agreements, and may be modified only in a writing signed by both parties; provided that neither this Agreement nor the Executive Confidentiality
Agreement shall not supersede any prior confidentiality, nondisclosure or invention assignment agreements executed by the Executive in
favor of the Company. The parties acknowledge that they have read and fully understand the contents of this Agreement and execute it after
having an opportunity to consult with legal counsel.


 


10.
Amendments. Any amendment to this Agreement shall be made in writing and signed by the parties hereto.


 


11.
Enforceability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such
provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable,
or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum
extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision
had not been originally incorporated herein, as the case may be.


 


12.
Construction and Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the
Commonwealth of Pennsylvania. The parties agree that any action may only be pursued in courts located within the Commonwealth of Pennsylvania.
The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the
maintenance of any such action or proceeding in such venue.


 


13.
Assignment.


 


(a)
By the Company. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall
be binding upon, the successors and assigns of the Company. This Agreement may be assigned by the Company without the consent of the Executive.


 


(b)
By the Executive. This Agreement and the obligations created hereunder may not be assigned by the Executive, but all
rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s heirs, devisees, legatees,
executors, administrators and personal representatives. Any attempted assignment in violation of this Section 11(b) shall be null and
void.


 






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14.
Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been
given when mailed by certified mail, return receipt requested, or delivered by a national overnight delivery service addressed to the
intended recipient as follows:


 


If to the Company:



Virpax Pharmaceuticals, Inc.

101 Lindenwood Drive, Suite 225


Malvern PA 19355


Attention: General Counsel


 


If to the Executive:


 


Jeffrey Gudin, MD


[   ]


 


Any party may from time to time change its address for the purpose
of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it
is actually received by the party sought to be charged with its contents.


 


15.
Waivers. No claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in
part by a waiver of that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved
party hereto or such party’s duly authorized agent. A waiver by any party hereto of a breach or default by the other party hereto
of any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain in full
force and effect.


 


16.
Survival of Covenants. The provisions of Section 4 through this Section 17 shall survive the termination of the Executive’s
employment and shall continue in effect thereafter.


 


17.
Counterparts; Facsimile or Electronic Transmission. This Agreement may be executed by the parties on separate counterparts,
both of which shall be an original and both of which together shall constitute one and the same agreement. A facsimile or electronic transmission
of a scanned copy of a signed counterpart signature page hereto shall be deemed to be an originally executed copy for purposes of this
Agreement.


 


(Signature page follows.)


 




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IN WITNESS WHEREOF,
this Agreement has been executed by the parties as of the date first above written.


 


	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 
	 	By:	 /s/ Anthony Mack
	 	 	Anthony Mack, CEO
	 	 	 
	 	 	/s/ Jeffrey Gudin
	 	 	Jeffrey Gudin, MD


 


 


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