Exhibit
10.6


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES
LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.


 


SECURED
PROMISSORY NOTE


 


	 	New
    York, New York
	$3,150,000	November
    4, 2019


 


FOR
VALUE RECEIVED, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio [B][C] (the “Investor”) hereby
promises to pay to PAVmed Inc., a Delaware corporation (the “Company”), on the date set forth below, (i) the
principal amount of Three Million and One Hundred and Fifty Thousand Dollars ($3,150,000) and (ii) interest on the unpaid principal
balance hereof at the rate set forth herein (collectively, the “Obligations”). This Promissory Note (this “Note”)
has been issued pursuant to the Note Purchase Agreement, dated as of November 3, 2019 (the “Subscription Date”),
by and among the Company and the Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time
to time, the “Note Purchase Agreement”) as payment of the purchase price of that certain Series B Senior Secured
Convertible Note of the Company, with an initial aggregate principal amount of $3,500,000 (as such note may be amended, modified,
supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Series
B Note”), issued pursuant to that certain Securities Purchase Agreement, dated as of November 3, 2019 by and among the
Company and the investors party thereto (as amended, modified, supplemented, extended, renewed, restated or replaced from time
to time, the “Securities Purchase Agreement”). Capitalized terms not defined herein shall have the meaning
as set forth in the Series B Note. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED,
WHETHER BY THE COMPANY, OPERATION OF LAW, COURT ORDER OR OTHERWISE, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE INVESTOR.
ANY SUCH PURPORTED ASSIGNMENT OR TRANSFER WITHOUT SUCH CONSENT SHALL BE NULL AND VOID.


 


1.
Payment of Principal. The principal amount of this Note (the “Principal”), together with all unpaid
interest accrued thereon and any other Obligations payable hereunder, shall be due and payable in full upon the fortieth (40th)
anniversary of the Scheduled Series B Note Maturity Date (as defined below) (the “Maturity Date”); provided,
that the Maturity Date shall be automatically extended by one (1) calendar day for each calendar day after September 30, 2021
(the “Scheduled Series B Note Maturity Date”), if any, that all, or any part, of the Series B Note remains
outstanding.


 


2.
Payment of Interest. The unpaid Principal balance due hereunder shall bear interest (the “Interest”)
at an annual rate equal to 1.86% (the “Interest Rate”). Subject to Sections 3 and 7 below, Interest shall be
payable and due upon the Maturity Date. All interest shall be computed on the basis of a year of 365 or 366 days, as the case
may be, for the actual number of days (including the first day but excluding the last day) elapsed.


 




    	 	 	 



    	 



    

 


3.
Prepayment Prior to the Maturity Date.


 


(a)
Optional Prepayment. The Investor may, at its option at any time on or after the date hereof, prepay, in whole or in part,
without premium or penalty, the Obligations under this Note (each, an “Optional Prepayment”).


 


(b)
Mandatory Prepayment. Upon any Mandatory Prepayment Event (as defined below), the Investor shall promptly prepay such aggregate
outstanding Principal of this Note equal to the applicable Mandatory Prepayment Amount (as defined below) with respect to such
Mandatory Prepayment Event (each, a “Mandatory Prepayment”, and together with each Optional Prepayment, each
a “Prepayment”).


 


(c)
Mechanics of Prepayments. All Prepayments hereunder shall be made in cash, by wire transfer, in U.S. dollars and immediately
available funds, in accordance with the wire instructions delivered to the Investor by the Company on or prior to such date of
such Prepayment. At the option of the Company, prepayments may be made directly to the Company or to such other Persons as the
Company may direct in its wire instructions.


 


(d)
Cancellation of Interest upon Prepayment. Notwithstanding anything herein to the contrary, upon any Prepayment prior to
the Maturity Date (including, without limitation, any Mandatory Prepayment), the aggregate cash amount in such Prepayment shall
be applied entirely to and against any outstanding Principal under this Note, and any accrued and unpaid Interest with respect
to the Principal prepaid shall be automatically cancelled as of the date of such prepayment.


 


(e)
Definitions. For the purpose of this Note, the following definitions shall apply:


 


(i)
“Mandatory Prepayment Amount” means, as applicable, any Mandatory Prepayment Conversion Amount (as defined
below) or the Forced Mandatory Prepayment Amount (as defined below).


 






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(ii)
“Mandatory Prepayment Event” means, as applicable, (i) with respect to any Restricted Principal of the Series
B Note designated to be converted in a Conversion Notice (such aggregate amount of Principal then outstanding hereunder equal
to such Restricted Principal of the Series B Note designated to be converted in such Conversion Notice, each, a “Mandatory
Prepayment Conversion Amount”), both (A) the Company’s receipt of such Conversion Notice thereunder executed by
the Investor in which all, or any part, of the principal of the Series B Note to be converted includes any Restricted Principal
and (B) the Investor’s receipt from the Company of written confirmation that the Company’s transfer agent (the “Transfer
Agent”) has been irrevocably instructed by the Company to deliver to the Investor (or its designee) the shares of Common
Stock to be issued pursuant to such Conversion Notice in accordance with Section 3(c) of the Series B Note (in each case, as adjusted,
if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Investor, whether pursuant to Section
3(c)(ii) of the Series B Note or otherwise), or (ii) with respect to any Principal outstanding hereunder on the Mandatory Prepayment
Date (as defined below) (the “Forced Mandatory Prepayment Amount”), the occurrence of the ninetieth Trading
Day after the Eligible Resale Date (the “Mandatory Prepayment Date”), so long as (u) the Company and its Subsidiaries
shall have received, in the aggregate, gross cash proceeds (in U.S. dollars and immediately available and unrestricted funds)
of at least $9,000,000 (less reasonable and documented fees and expenses of the Company’s legal counsel(s), financial advisor(s),
placement agent(s) and/or underwriter(s) (as applicable)) (the “Required Minimum Proceeds”) in respect of (A)
a sale of one or more portfolio assets for cash, (B) a Fundamental Transaction consummated by a Subsidiary, (C) one or more debt
or equity financings by a Subsidiary (by way of a private placement or other securities offering), or (D) a combination of the
foregoing, in each case, that does not constitute a Subsequent Placement or other issuance of securities by the Company (or securities
of a Subsidiary exercisable, convertible or exchangeable, as applicable, into securities of the Company); provided, that any debt
or other security issued in any such Fundamental Transaction, debt or equity offering or otherwise in connection therewith shall
not be subject to redemption or other repayment in cash while any Notes or 2018 Notes remain outstanding (the Company’s
receipt of such Required Minimum Proceeds in connection therewith without violating the conditions of this paragraph, the “Designated
Financing Condition”) on or prior to March 31, 2020, (w) the sum of (A) the aggregate principal of the Series A Note
and the 2018 Note (as defined in the Securities Purchase Agreement) outstanding as of the applicable Mandatory Prepayment Date
and (B) the aggregate Unrestricted Principal (as defined in the Series B Note) of the Series B Note that would be outstanding
after giving effect to such proposed Mandatory Prepayment on such Mandatory Prepayment Date, divided by (2) the Alternate Conversion
Price (as defined in the Series B Note) as of such Mandatory Prepayment Date, does not exceed 25% of the aggregate number of shares
of Common Stock of the Company issued and outstanding on each of the thirty Trading Days prior to and ending and including such
Mandatory Prepayment Date, (x) no Equity Conditions Failure (as defined in the Series A Note or Series B Note) exists as of such
Mandatory Prepayment Date, (y) as of the Mandatory Prepayment Date, both (I) the VWAP of the Common Stock on each Trading Day
during the five (5) Trading Day period ending on the Trading Day immediately preceding the Mandatory Prepayment Date and (II)
the VWAP of the Common Stock on at least sixteen (16) Trading Days during the twenty (20) Trading Day period ending on the Trading
Day immediately preceding the Mandatory Prepayment Date, as applicable, is greater than $0.8974 (as adjusted for stock
splits, stock dividends, stock combinations recapitalizations and similar events) (the failure of the Company to satisfy this
clause (y) as of the Mandatory Prepayment Date, if any, a “Minimum Price Failure”) and (z) no Event of Default
(as defined in the Series A or Series B Note) then exists and is continuing. Notwithstanding the foregoing, the Investor (or its
designee) shall not commence a Deposit/Withdrawal at Custodian with respect to such shares of Common Stock to be issued upon conversion
of Restricted Principal unless and until the Investor shall have either (x) delivered the Mandatory Prepayment Amount to the Company
or (y) delivered instructions to the Investor’s bank, broker or other financial institution to wire the Mandatory Prepayment
Amount to the Company from an account with at least an amount of cash or other Eligible Assets (as defined below) equal to the
Mandatory Prepayment Amount). “Eligible Resale Date” means the earlier of (x) the first date on which the resale
by the Buyers (as defined in the Securities Purchase Agreement) of all the Registrable Securities (as defined in the Registration
Rights Agreement) pursuant to one or more registration statements filed with the SEC has been declared effective by the SEC (and
each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities
are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure (as defined in the Registration
Rights Agreement) has occurred and is continuing, such later date after which the Company has cured such Current Public Information
Failure).







 




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4.
Defaults.


 


(a)
the Investor shall be deemed in default hereunder upon the occurrence of any of the following (a “Default”):


 


(i)
Failure to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or
Interest required to be made hereunder; or


 


(ii)
Bankruptcy, etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for
relief in respect to the Investor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall
be appointed for the Investor or for any substantial part of the Investor’s property, or the winding up or liquidation of
the Investor’s affairs shall have been ordered; or the Investor shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect; or the Investor shall consent to the entry of an order for such relief
in an involuntary case under any such law, or any such involuntary case shall commence, and not be dismissed within sixty (60)
days; or the Investor shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or other similar official for the Investor or for any substantial part of the Investor’s property,
or make any general assignment for the benefit of creditors.


 




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(b)
Consequence of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of
the Company, become immediately due and payable (each, an “Investor Note Acceleration”), subject to the Investor’s
right to elect to effect Default Netting (as defined below) with respect to all, or any portion, of this Note as elected by the
Investor in a written notice to the Company. Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii)
above, the entire outstanding Obligations hereunder, shall automatically become immediately due and payable without any action
on the part of the Company and the Investor shall be deemed to have elected Default Netting with respect to the maximum amount
of its obligations outstanding hereunder as permitted pursuant to Section 7(h) below. Upon the occurrence of a Default, the Company
shall also have all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code of the
State of New York with respect to the Collateral (as hereinafter defined).


 


5.
Representations and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the
date hereof: (a) the Investor has the power and authority to execute, deliver and perform all obligations in accordance herewith;
(b) the execution, delivery and performance by the Investor of this Note are within the Investor’s legal powers, and do
not contravene any law or any contractual restriction binding on or affecting the Investor; (c) no authorization or approval or
other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution,
delivery and performance by the Investor of this Note; (d) this Note constitutes the legal, valid and binding obligation of the
Investor, enforceable against the Investor in accordance with its terms, except to the extent enforceability is limited by bankruptcy,
insolvency, fraudulent conveyance, moratorium and other laws for the protection of creditors generally and by general equitable
principles; and (e) there is no pending or, to the Investor’s knowledge, threatened action or proceeding affecting the Investor
before any governmental agency or arbitrator with respect to the transactions contemplated by this Note or which may materially
adversely affect the property, assets or condition (financial or otherwise) of the Investor.


 


6.
Security.


 


(a)
Grant of Security Interest. As security for the due and prompt payment and performance of all payment obligations under
this Note and any modifications, replacements and extensions hereof (collectively, “Secured Obligations”),
the Investor hereby pledges and grants a security interest to the Company in all of the Investor’s right, title, and interest
in and to, initially at least $3,150,000, in the aggregate, (i) in cash, (ii) cash equivalents (including but not limited to term
deposit accounts), (iii) any Group of Ten (“G10”) currency and any notes or other securities issued by any
G10 country and (iv) any securities of a special purpose acquisition company (each, a “SPAC”) that are redeemable
for cash held in escrow by such SPAC (with a deemed fair market value, for purposes hereof, equal to the amount of cash held in
such escrow for redemption of such applicable security of such SPAC) (collectively, the “Eligible Assets”),
in each case, held by the Investor in the bank or brokerage accounts described on Schedule I attached hereto (the “Collateral”,
and such account or accounts, as applicable, collectively, the “Collateral Account”), subject to reduction
upon any reduction, offset or cancellation of this Note. So long as any Restricted Principal (as defined in the Series B Note)
remains outstanding under the Series B Note, the Investor shall keep Collateral in the Collateral Account with a fair market value
of at least the amount of Restricted Principal then outstanding, and shall not grant a security interest in the Collateral to
secure any other obligations of the Investor or any other Person (as defined in the Series B Note).


 




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(b)
Change in Collateral Account. The Investor may, with at least five (5) Trading Days’ notice to the Company, move
the Collateral from an account or accounts of the Investor to a new account or accounts (the “New Collateral Account”)
at a financial institution selected by the Investor, (but if such financial institution is not listed as a permitted financial
institution on Schedule II attached hereto, subject to the consent of the Company, not to be unreasonably withheld), and upon
such move, such New Collateral Account shall be the Collateral Account for all purposes hereunder.


 


7.
Netting Rights.


 


(a)
Securities Contract. The Company and the Investor hereby acknowledge and agree that the Securities Purchase Agreement and
the Note Purchase Agreement each is a “securities contract” as defined in 11 U.S.C. § 741 and that Investor shall
have all rights in respect of the Investor Note, the Series B Note, the Master Netting Agreement, the Securities Purchase Agreement
and the Note Purchase Agreement as are set forth in 11 U.S.C. § 555 and 11 U.S.C. § 362(b)(6), including, without limitation,
all rights of credit, deduction, setoff, offset, recoupment, and netting (collectively, “Netting” or “Net”)
as are available under this Note, the Series B Note and the Master Netting Agreement.


 


(b)
Investor Optional Netting. Notwithstanding anything herein to the contrary, the Investor may, (I) on or after the May 31,
2020 (such date, the “Eligible Optional Netting Date”) or (II) at any time on or after the occurrence of a
Minimum Price Failure as of the Mandatory Prepayment Date, an Event of Default (as defined in the Series B Note) or a Change of
Control (as defined in the Series B Note) (or the announcement of such Change of Control) (in each case, whether or not a Redemption
Notice (as defined in the Series B Note) has been delivered by the Investor to the Company with respect thereto) (each, an “Investor
Optional Netting Election Notice”), Net, in whole or in part, any Permitted Amount (as defined in the Master Netting
Agreement) of any Unpaid Amount (as defined in the Master Netting Agreement) owed by the Investor to the Company under this Note
or any other Underlying Agreement (as defined in the Master Netting Agreement) against (across or within each or all of the Underlying
Agreements) (x) any Unpaid Amounts owed by the Company to the Investor under the Series B Notes or (y) any Unpaid Amounts (subject
to the limitations contained in the Master Netting Agreement regarding an Equity Conditions Failure) owed by the Company to the
Investor under any other Underlying Agreement, as set forth in such written notice (each, an “Investor Optional Netting”);
provided, that no Investor Optional Netting shall occur hereunder with respect to any Mandatory Prepayment Amount that the Investor
fails to properly prepay hereunder in violation of this Note. Each Investor Optional Netting shall occur on such applicable date
as set forth by the Investor in the Investor Optional Netting Election Notice. Upon any Investor Optional Netting, (x) such portion
of Principal subject to such Investor Optional Netting shall be deemed surrendered and concurrently cancelled as of the date of
such Investor Optional Netting and (y) any accrued and unpaid Interest hereunder with respect to such portion of Principal subject
to such Investor Optional Netting shall be automatically cancelled as of the date of such Investor Optional Netting. Each Investor
Optional Netting shall be effective upon the date the Investor delivers written notice to the Company of the Investor’s
election to effect such Investor Optional Netting. In no event shall the Investor have the right to elect to effect any Investor
Optional Netting with respect to any Mandatory Prepayment Amount that is due and payable.


 




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(c)
Netting at Redemption Date. Notwithstanding anything herein to the contrary, with respect to any required redemption of
all, or any part, of the Series B Note, solely to the extent such portion of the Conversion Amount (as defined in the Series B
Note) subject to such redemption includes Restricted Principal (such aggregate amount of Restricted Principal, each, a “Redemption
Restricted Amount”), the Investor, at its sole discretion, by written notice (each, a “Redemption Netting Election
Notice”) to the Company, may Net (each, a “Redemption Netting”) such part of the outstanding obligations
under the Series B Note equal to such Redemption Restricted Amount by the cancellation of the Redemption Restricted Amount of
the outstanding obligations under the Series B Note in exchange for the surrender and concurrent cancellation of such portion
of this Note with an amount of aggregate Principal then outstanding hereunder equal to such Redemption Restricted Amount (each
a “Redemption Netting Principal Amount”). Upon any Redemption Netting, any accrued and unpaid Interest hereunder
with respect to such Redemption Netting Principal Amount being cancelled in such Redemption Netting shall be automatically cancelled
as of the date of such Redemption Netting and, thereafter, such Redemption Netting Principal Amount of this Note shall be deemed
to be paid in full and shall be null and void. Each Redemption Netting shall occur on such applicable date as set forth by the
Investor in the Redemption Netting Election Notice. For the avoidance of doubt, if prior to the date of the applicable Redemption
Netting all, or any portion, of a Redemption Restricted Amount is converted (whether by Acceleration (as defined in the Series
B Note) or otherwise in accordance with the terms of the Series B Note) or, with respect to an Installment Amount, subject to
a Deferral (as defined in the Series B Note) or a waiver of an Equity Conditions Failure or such other event occurs whereafter
such portion of the Redemption Restricted Amount is not required to be redeemed on the Redemption Date in accordance with the
terms of the Series B Note (as amended, modified or waived on or prior to such date)(each a “Reversed Redemption Restricted
Amount”), solely with respect to such Redemption Date, no Redemption Netting shall occur with respect to such Reversed
Redemption Restricted Amount.


 


(d)
Automatic Netting at Maturity. Notwithstanding anything herein to the contrary, at the Maturity Date (as defined in the
Series B Note), if any amounts remain outstanding under the Series B Note and hereunder, the Investor shall automatically Net
such part of the outstanding obligations under the Series B Note equal to the aggregate Principal then outstanding hereunder (the
“Remaining Principal Amount”) by the cancellation of the Remaining Principal Amount of the outstanding obligations
under the Series B Note in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding
hereunder (the “Maturity Netting”). Upon any Maturity Netting, any accrued and unpaid Interest hereunder with
respect to such portion of Principal being cancelled in such Maturity Netting shall be automatically cancelled as of the date
of such Maturity Netting and, thereafter, this Note shall be deemed to be paid in full and shall be null and void. The Maturity
Netting shall automatically occur on the Maturity Date (as defined in the Series B Note).


 




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(e)
Event of Default Netting. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence
of any Event of Default under the Series B Note, but prior to the related Event of Default Right Expiration Date (as defined in
the Series B Note, at its sole discretion, by written notice to the Company, Net all, or any part, of the outstanding obligations
under the Series B Note by the cancellation of such portion of the outstanding obligations under the Series B Note as set forth
in such written notice in exchange for the surrender and concurrent cancellation of an equal amount of Principal hereunder (each,
an “Event of Default Netting”). Upon any Event of Default Netting, any accrued and unpaid Interest hereunder
with respect to such portion of Principal being satisfied in such Event of Default Netting shall be automatically cancelled as
of the date of such Event of Default Netting. Each Event of Default Netting shall be effective upon the date the Investor delivers
notice to the Company of the Investor’s election to effect such Event of Default Netting.


 


(f)
Automatic Netting Upon any Bankruptcy Event of Default. Notwithstanding anything herein to the contrary, upon any Bankruptcy
Event of Default under the Series B Note, the Investor shall automatically Net such part of the outstanding obligations under
the Series B Note equal to the Remaining Principal Amount by the cancellation of the Remaining Principal Amount of the outstanding
obligations under the Series B Note in exchange for the surrender and concurrent cancellation of the aggregate Principal then
outstanding hereunder (each, a “Bankruptcy Event of Default Netting”, and together with the Investor Optional
Netting, Redemption Netting, Maturity Netting, Event of Default Netting and Default Netting (as defined below), collectively,
the “Investor Netting Rights”). Upon any Bankruptcy Event of Default Netting, any accrued and unpaid Interest
hereunder with respect to such portion of Principal being satisfied in such Bankruptcy Event of Default Netting shall be automatically
cancelled as of the date of such Bankruptcy Event of Default Netting and, thereafter, this Note shall be deemed to be paid in
full and shall be null and void. Each Bankruptcy Event of Default Netting shall be effective upon the date of the earliest occurrence
of a Bankruptcy Event (as defined in the Series B Note) under the Series B Note.


 


(g)
Automatic Netting Upon Prohibited Transfers of this Note. If for any reason, this Note or any interest herein is pledged,
assigned or transferred to any Person other than the Company without the prior written consent of the Investor, whether by contract,
operation of law, court order or otherwise (each, a “Prohibited Transfer”), the Investor shall automatically
Net such part of the outstanding obligations under the Series B Note equal to 75% of the remaining Restricted Principal then outstanding
under the Series B Note (with the remaining 25% of the Restricted Principal of the Series B Note automatically becoming unrestricted
principal thereunder) in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding hereunder.
Upon any Prohibited Transfer, any accrued and unpaid Interest hereunder shall be automatically cancelled as of the date of such
Prohibited Transfer and, thereafter, this Note shall be deemed to be paid in full and shall be null and void.


 




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(h)
Default Netting. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence
of any Investor Note Acceleration, by written notice to the Company (each, a “Default Netting Electing Notice”),
in lieu of making any payment under this Note in cash, Net all, or any part, of the outstanding obligations under the Series B
Note by the cancellation of such portion of the outstanding obligations under the Series B Note as set forth in such written notice
in exchange for the surrender and concurrent cancellation of an equal amount of Principal hereunder (each, a “Default
Netting”). Each Default Netting shall occur on such applicable date as set forth by the Investor in the Default Netting
Election Notice. Upon any Default Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal
being satisfied in such Default Netting shall be automatically cancelled as of the date of such Default Netting. Each Default
Netting shall be effective upon the date the Investor delivers notice to the Company of the Investor’s election to effect
such Netting. Except as provided in the second sentence of Section 4(b) above, in no event shall the Investor have the right to
elect to effect any Default Netting with respect to any Mandatory Prepayment Amount that is due and payable.


 


(i)
Investor Netting Rights; Single Integrated Transaction. The Company hereby acknowledges and agrees that (i) the Investor
shall be entitled to exercise the Investor Netting Rights through any means permissible under applicable law, including without
limitation, set-off and Netting and (ii) the Obligations of the Investor hereunder and the obligations of the Company under the
Series B Note issued pursuant to the Securities Purchase Agreement arise in a single integrated transaction and constitute related
and interdependent obligations within such transaction.


 


8.
Miscellaneous.


 


(a)
Full Recourse. The parties hereby acknowledge and agree that this Note is a full recourse obligation of the Investor.


 


(b)
No Oral Waivers or Modifications. No provision of this Note may be waived or modified orally, but only in a writing signed
by the Company and the Investor.


 


(c)
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the City of New York,
New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT
OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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(d)
No Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction or other similar authority (a “Severability Event”), this entire Note
shall be automatically terminated and shall thereafter be null and void and all remaining payment obligations hereunder of the
Investor to the Company shall be automatically cancelled, ab initio.


 


(e)
Currency. Principal and interest due hereunder shall be payable in lawful money of the United States of America and shall
be payable to the Company at the address of the Company, or at such other address as may be specified in a written notice to the
Investor given by the Company. The Company has provided the Investor with wire transfer instructions pursuant to which payments
may be made under this Note and such wire transfer instruction shall be valid for the entire period of this Note.


 


(f)
Weekend; Holidays.If any payment on this Note shall become due on a Saturday, Sunday or a bank or legal holiday in
the State of New York, such payment shall be made on the next succeeding business day in the State of New York.


 


(g)
Usury. If interest payable under this Note is in excess of the maximum permitted by law, the interest chargeable hereunder
shall be reduced to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited
to the Principal balance of this Note and applied to the same and not to the payment of Interest.


 


(h)
Remedies.


 


(i)
No failure on the part of the Company to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise by the Company of any right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy
of the Company at law or equity or under this Note shall not be deemed to be an election of Company’s rights or remedies
under this Note or at law or equity.


 


(ii)
No failure on the part of the Investor to exercise, and no delay in exercising, any right, power or remedy hereunder (including,
without limitation, any Netting permitted hereunder) shall operate as a waiver thereof; nor shall any single or partial exercise
by the Investor of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law. In addition,
the exercise of any right or remedy of the Investor at law or equity or under this Note shall not be deemed to be an election
of Investor’s rights or remedies under this Note or at law or equity.


 


(i)
Waiver of Presentment. The Investor hereby waives presentment, diligence, protest and demand, notice of protest, demand
and dishonor and nonpayment of this Note.


 


[Signature
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    	10



    	 



    

 


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


 


	 	 	 	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio B
	 	 	 	 	 
	 	 	 	By:	                 
	 	 	 	Name:	 
	 	 	      	Title:	 
	 	 	 	 	 
	Agreed
        and accepted as of

        this
        4th day of November, 2019 by:
	 	 	 
	 	 	 	 	 
	PAVMED
    INC.	 	 	 
	 	 	 	 	 
	By:	      	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 


 




    	 	 	 



    	 



    

 


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


 


	 	 	 	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio C
	 	 	 	 	 
	 	 	      	By:	                 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	Agreed
        and accepted as of this 4th day of

        November,
        2019 by:
	 	 	 
	 	 	 	 
	PAVMED
    INC.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	       	 	 	 
	Title: