Exhibit 10.6


 


PAVMED INC.


420 Lexington Avenue, Suite 300


New York, New York 10170


 


                        ________ __, 2015


 


HCFP LLC


420 Lexington Avenue


New York, New York 10170


 


Gentlemen:


 


This letter agreement will confirm the understanding
between PAVmed Inc. (“Company”), a Delaware corporation with offices at 420 Lexington Avenue, Suite 300, New York,
New York 10170, and HCFP LLC, a Delaware limited liability company with offices at 420 Lexington Avenue, New York, New York 10170
(“Affiliate”), under which Affiliate will provide certain services (“Services”) to the Company as set forth
herein.


 


Affiliate will make available to the Company
the services of Richard J. Salute, Affiliate’s Chief Financial Officer, to serve, in accordance with the Company’s
bylaws, as the Company’s Chief Financial Officer (“CFO”). Mr. Salute shall report to the Company’s Chief
Executive Officer (“CEO”) and Board of Directors (“Board”), including the audit committee thereof. As CFO,
Mr. Salute shall perform and provide such services as are customarily provided by chief financial officers of similarly situated
companies or which the Board or the CEO reasonably delegates to him.


 


Through Mr. Salute or otherwise, Affiliate will
provide such other services as reasonably requested by the Company, including but not limited to providing financial and accounting
resources for assistance in complying with Section 404 of the Sarbanes-Oxley Act of 2002, business development, corporate development,
corporate governance, financial advisory and consulting services.


 


In consideration of the provision of the Services
hereunder, the Company shall pay Affiliate a monthly fee of $15,000 commencing upon the consummation of the Company’s initial
public offering (“IPO”). Additionally, Affiliate shall be entitled to recover all direct, out of pocket costs and other
expenses incurred by Affiliate or Mr. Salute in connection with providing the Services; provided, however, that all amounts in
excess of $500 shall require prior approval from the Company acting through the CEO or the Board.


 


The Company agrees to indemnify and hold harmless
Affiliate from and against any and all losses, claims, damages or liabilities, including reasonable legal fees (collectively, “Losses”),
suffered or incurred by Affiliate in connection with or as a result of the provision of the Services hereunder (except to the extent
that any such Losses result from the gross negligence or bad faith of Affiliate performing the Services). Affiliate agrees to indemnify
the Company for Losses incurred by it as a result of the gross negligence or bad faith of Affiliate in performing the Services.


 






    	 



    	 



    

 


 


This agreement will commence upon consummation
of the IPO and will be in effect for one year and thereafter shall be automatically renewed for successive one year periods; provided,
however, that this agreement shall automatically terminate if Mr. Salute ceases to serve as the CFO and either party may terminate
this agreement for any other reason upon 30 days’ prior written notice to the other party.


 


Please indicate your acceptance by signing this letter in the
space provided below.


 


 


	 	PAVMED INC.
	 	 
	 	By: 	
	 	 	Name:
 Title:



 


 


	ACCEPTED AND AGREED TO:
	 
	HCFP LLC
	 
	 
	 
	By: 	
	 	Name:
 Title: