Exhibit 10.6


 


EXHIBIT A


 


PAVMED INC.


One Grand Central Place, Suite 4600


New York, New York 10165


 


March 31, 2017


 


Richard Fitzgerald


330 Bair Road


Berwyn, Pennsylvania 19312


 


Dear Mr. Fitzgerald:


 


This letter agreement
(this “Agreement”) will confirm the terms and conditions of the consulting arrangement between PAVmed Inc. (the
“Company”) and you (“Consultant”):


 


1.          Consultant
is hereby engaged to act as a consultant to the Company. The term of the consultancy shall be the period from April 1, 2017 until
June 30, 2017, inclusive, unless earlier terminated as provided herein.


 


(a)       Either
party may terminate the consultancy immediately upon written notice for cause. “Cause” shall include, but shall
not be limited to, a material breach by a party of this Agreement or of any other agreement between the Company and the Consultant,
which breach, if curable, is not cured within ten (10) days of written notice thereof from the other party.


 


(b)       The
consultancy shall terminate automatically if the Consultant revokes the “Release” as defined in that certain Separation
Agreement, dated as of March 20, 2017, by and between the Company and the Consultant (the “Separation Agreement”).


 


2.          During
the term of the consultancy, Consultant shall provide advice and assistance to the Company in connection with the Company’s
business, customers and operations and to cooperate with the Company with respect to matters relating to Consultant’s former
employment by the Company (“Consulting Services”). Consultant shall render the Consulting Services to the Company
as reasonably requested by the Company’s Chief Executive Officer and Chairman of the Board, and will participate in meetings
or conferences as may be reasonably requested by him. In rendering the Consulting Services to the Company hereunder, Consultant
will cooperate with the Company and its management, utilize professional skill and diligence to provide the expertise required
in connection with such services and at all times comply with the Company’s Code of Ethics, Insider Trading Policy and other
corporate policies and procedures as in effect from time to time. The Company shall not be required to furnish Consultant with
any equipment or facilities.


 


3.          As
compensation hereunder, the Company shall pay Consultant a fee of $10,000 per month (the “Monthly Fee”). In
addition to the fees payable hereunder, the Company shall reimburse Consultant for all reasonable travel and out-of-pocket expenses
incurred in connection with the services performed by Consultant pursuant to this Agreement, promptly after submission to the Company
of appropriate evidence of such expenditures; provided, however, that any such expenses will require the Company’s
prior written consent. The Consultant shall render statements to the Company as of the last day of each month during the term (or
as of the termination date, if different), covering the one month period ending as of such date (or portion thereof, if the consultancy
is terminated prior to a month end), detailing the Monthly Fee (prorated based on the number of days, if the consultancy is terminated
prior to a month end) and


 




     


     


    

 


the reimbursable expenses
incurred hereunder during such period. Payment shall be made to Consultant within 15 days of receipt of any such statement. In
the event of a dispute arises between the parties regarding any portion of an invoice, the Company shall pay all undisputed portions
of the invoice, but may withhold payment of any portion disputed in good faith, without interest or penalties. The parties shall
negotiate in good faith to resolve any such dispute.


 


4.          All
notices provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered if delivered
personally, by email, facsimile or by nationally recognized overnight courier (for example and not by way of limitation: Federal
Express, United Parcel Service, Airborne Express), with acknowledgement of receipt required, addressed to the party to receive
the same at its address below, or such other address as the party to receive the same shall have specified by written notice given
in the manner provided for in this Section 5:


 


If to Consultant, at the address
set forth above.


 


If to the Company:


 


PAVMed Inc.

One Grand Central Place, Suite 4600

New York, New York 10165

Attn: Chief Executive Officer

Tel: 212-949-4319

Fax:

Email: la@pavmed.com


 


With a copy to:


 


Graubard Miller

The Chrysler Building

New York, New York 10174

Attn: David Alan Miller, Esq. / Jeffrey M. Gallant, Esq.

Tel: 212-818-8800

Fax: 212-818-8881

Email: dmiller@graubard.com / jgallant@graubard.com


 


5.          Consultant
hereby acknowledges that it will be performing services hereunder as an independent contractor and not as an employee or agent
of the Company or any affiliate thereof. Further, Consultant shall have no authority to act for, represent or bind the Company
or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing from time to time.


 


6.          This
Agreement, the Separation Agreement and the surviving agreements referenced in Section 2 of the Separation Agreement constitute
the entire agreement between the parties relating to the matters discussed herein and may be amended or modified only with the
mutual written consent of the parties.


 


7.          This
Agreement shall terminate upon the termination of the consultancy, except for Sections 4 to 9 and the right to receive payment
for fees and reimbursable expenses pursuant to Section 3 that were incurred prior to such termination.


 




     2


     


    

 


8.          Except
as otherwise provided herein, the Company will indemnify, defend, and hold harmless Consultant, from and against any and all losses,
costs, damages and expenses, (including without limitation legal fees and expenses but excluding consequential, incidental or exemplary
damages such as loss of profits, business or goodwill) incurred in connection with any claims, proceedings or investigations arising
out of or in connection with the performance of the services pursuant to this Agreement, except those resulting from the gross
negligence, willful misconduct or breach of this Agreement by Consultant. Consultant will indemnify, defend, and hold harmless
the Company, its employees, officers, and directors, from an against any and all losses, costs, damages and expenses, (including
without limitation legal fees and expenses) incurred in connection with any claims, proceedings or investigations arising out of
or in connection with this Agreement or the services provided hereunder that result from the gross negligence, willful misconduct
or breach of this Agreement by Consultant. It is agreed that each party shall notify the other party immediately, to be followed
by written notice, as soon as either party becomes aware of any claim(s) made, brought or instituted against them based upon or
arising out of the performance of this Agreement. Any party liable to provide indemnification hereunder shall be entitled to control
the defense and settlement of any claim on which it is liable. The parties shall reasonably cooperate in the investigation, defense
and settlement of any claim.


 


9.          This
Agreement shall be governed by internal laws of the State of New York. No party may mount any objection to such forum being the
only applicable jurisdiction. If a provision of this Agreement is held invalid under any applicable law, such invalidity shall
not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and
conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary,
the court is requested to reform any and all terms or conditions to give them such effect. The Company and Consultant each hereby
irrevocably submit to the exclusive jurisdiction of the state or federal courts located in New York, New York in connection with
any suit, action or other proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. The
Company and Consultant also hereby agree not to assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this agreement or the subject matter hereof may not be enforced by such courts.


 


[Signature Page Follows]


 




     3


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed on the day and year first above written.


 


	 	Very truly yours,	 
	 	 	 	 
	 	PAVMED INC.	 
	 	 	 	 
	 	By:	/s/ Lishan
    Aklog	 
	 	 	Name:   	Lishan Aklog, M.D.	 
	 	 	Title:	Chairman & CEO	 
	 	 	 	 
	AGREED AND ACCEPTED:	 	 	 
	 	 	 	 
	/s/ Richard Fitzgerald 	 	 	 
	Richard Fitzgerald