FOURTH AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLC

Exhibit 10.32

FOURTH AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLC

This Fourth 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 December 31, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (the “Virpax”) and RRD International, LLC (“RRD” or “Service Provider”). 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, Amendment 2 to the Note amended 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 and the continued accrual of interest until this Note is satisfied.

WHEREAS, Amendment 3 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 November 30, 2020 to December 31, 2020; and (2) amend and restate Section 3(a) to provide RRD (Service Provider) with the option of receiving the outstanding principle as cash or equity in the event a Qualified Financing has not occurred by the Conversion Date.

WHEREAS, per Amendment 3, a Qualified Financing cannot occur beyond December 31, 2020, the Parties desire to further amend the Note in order to amend the definition of Conversion Date to extend the date therein from December 31, 2020 to January 31, 2021.

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 Conversion Date. The term “Conversion Date” is hereby amended to extend the date therein from December 31, 2020 to January 31, 2021.

B. Amend and Restate Section 3(a). Section 3(a) is hereby amended and restated as follows:

“Conversion. If on or prior to January 31, 2021 (the “Conversion Date”), a Qualified Financing has not occurred, then the Company shall provide all outstanding principal and interest under this Services Note to RRD in the form of cash.”

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/J. Xxxxx Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxx
Name:	J. Xxxxx Xxxxxxx		Name:	Xxxxxxx X. Xxxx
Title:	President and CEO		Title:	Chairman & CEO
Date:	12/31/2020		Date:	December 31, 2020