Exhibit 10.7





PAVMED INC.


420 Lexington Avenue, Suite 300


New York, New York 10170


 


                        ___________ __, 2015


 


Pavilion Holdings Group


50 Loring Drive


Norwell, Massachusetts 20601


 


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 Pavilion Holdings Group, LLC a Delaware limited liability company with offices at 50 Loring Drive, Norwell,
Massachusetts 20601 (“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 Michael J. Glennon and Brian J. deGuzman, each a member of Affiliate, to serve, in accordance with the Company’s
bylaws, as the Company’s vice-chairman and chief medical officer (“CMO”), respectively. As CMO, Dr. deGuzman
shall perform and provide such services as are customarily provided by chief medical officers of medical device companies. Mr.
Glennon and Dr. deGuzman shall provide such advisory and consulting services as reasonably requested by the Company, including
but not limited to interfacing with regulatory consultants, designing and executing pre-clinical and clinical studies, participating
in design process and recruiting additional resources, business development services, assisting with vendor selection and relationships,
strategic relationships, sourcing innovative technologies and other corporate opportunities.


 


In consideration of the Services being provided
hereunder, the Company shall pay Affiliate a monthly fee of $20,000 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 Messrs. Glennon and deGuzman in connection with providing the Services; provided, however, that
all amounts in excess of $500 shall require prior approval from the Company.


 


The Company agrees to indemnify and hold harmless
Affiliate from and against any and all losses, claims, expenses, 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 if either Mr. Glennon or Dr. deGuzman ceases to serve as vice-chairman or CMO, respectively, this agreement shall
automatically terminate 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:
	 
	PAVILION HOLDINGS GROUP, LLC
	 
	 
	 
	By: 	
	 	Name:
 Title: