Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this "Agreement"), dated as of January 26, 2017, by and among PAVmed Inc., a Delaware corporation, with headquarters
located at One Grand Central Place, Suite 4600, New York, New York 10165 (the "Company"), and the undersigned
purchasers (each, a "Purchaser", and collectively, the "Purchasers").


 


WHEREAS:


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities
Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities
Purchase Agreement, to issue and sell to each Purchaser (i) Series A Convertible Preferred Stock of the Company (the "Preferred
Stock"), which will, among other things, be convertible into shares of the Company's common stock, $0.001 par value per
share (the "Common Stock", as converted, the "Conversion Shares") in accordance with the
terms of the Preferred Stock, and (ii) warrants (the "Series A Warrants"), which will be exercisable to purchase
shares of Common Stock or exchangeable into Series X Warrants (“Series X Warrants”) (Series A Warrants and Series
X Warrants collectively, the “Warrants” and the shares issued upon the exercise of the Warrants collectively,
the "Warrant Shares").


 


B.           The
Preferred Stock pays dividends, which are, to the extent set forth in the Certificate of Designation of the Preferred Stock, payable
in shares of Preferred Stock, which are also convertible into Conversion Shares, and shares of Common Stock.


 


C.           To
induce the Purchasers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the "1933 Act"), and applicable state securities laws.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


1.    Definitions.


 


Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:


 


a.       "Business
Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


b.       "Closing
Date" shall mean the first Closing Date (as such term is defined in the Securities Purchase Agreement).


 




     


     


    

 


c.       "Effective
Date" means the date the Registration Statement has been declared effective by the SEC.


 


d.       "Effectiveness
Deadline" means the date that is 150 days after the Closing Date.


 


e.       "Filing
Deadline" means the date that is 60 days after the Closing Date.


 


f.        "Investor"
means a Purchaser or any transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom
a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


 


g.       "Person"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


h.       "register,"
"registered," and "registration" refer to a registration effected by preparing and filing one
or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


i.        "Registrable
Securities" means (i) the Conversion Shares issued or issuable upon conversion of the Preferred Stock, including
shares of Preferred Stock issued as a dividend on the Preferred Stock, (ii) the Warrant Shares issued or issuable upon exercise
of the Warrants, including the Series X Warrants, (iii) the Series X Warrants, (iv) any shares of Common Stock issued as a dividend
under the Preferred Stock and (v) any shares of capital stock of the Company issued or issuable with respect to the Conversion
Shares, the Preferred Stock, the Warrant Shares and the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitations on conversions of the Preferred Stock or exercises of
the Warrants.


 


j.        "Registration
Statement" means a registration statement or registration statements of the Company filed under the 1933 Act covering
the Registrable Securities.


 


k.       "Required
Holders" means the holders of at least two-thirds of the shares of Common Stock (i) issued and issuable upon conversion
of the issued and outstanding Preferred Stock, (ii) issued and issuable upon exercise of the issued and outstanding Series A Warrants,
and (iii) issued and issuable upon exercise of the issued and outstanding Series X Warrants issued in exchange for the Series A
Warrants.


 


l.        "Required
Registration Amount" for the Registration Statement means 150% of the sum of (i) the aggregate of the maximum number of
Conversion Shares issued and issuable pursuant to the Preferred Stock (assuming the payment-in-kind of the dividend thereafter
for the next ten years, at the then applicable Conversion Price as of the


 




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trading day immediately preceding
the applicable date of determination (without regard to any limitations on conversion of the Preferred Stock) (ii) the number of
Warrant Shares issued and issuable pursuant to the Series X Warrants as of the trading day immediately preceding the applicable
date of determination (treating the Series X Warrants as if they were outstanding) and plus (iii) 150% of the maximum number of
Series X Warrants that would be issued if all such then outstanding Series A Warrants were exchanged as of the trading date immediately
preceding the applicable date of determination.


 


m.      "Rule
415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


n.       "SEC"
means the United States Securities and Exchange Commission.


 


2.     Registration.


 


a.       Mandatory
Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with
the SEC the Registration Statement on Form S-1, unless the Company is eligible to file on Form S-3, in which event on Form S-3,
covering the resale of at least the number of shares of Common Stock and Series X Warrants equal to the Required Registration Amount
determined as of the date the Registration Statement is initially filed with the SEC. The Company shall use its commercially reasonable
best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than
the Effectiveness Deadline. By 9:30 am on the Business Day following the Effective Date, the Company shall file with the SEC in
accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration
Statement.


 


b.       Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of
Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable
Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any
of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of
Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration
Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such
Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable
Securities on any Registration Statement without the prior written consent of the Required Holders.


 


c.       Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. or such other counsel as thereafter designated by the Required Holders. The




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Company and Legal Counsel
shall reasonably cooperate with each other in performing the Company's obligations under this Agreement.


 


d.       Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the
Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


e.       Sufficient
Number of Shares and Series X Warrants Registered. In the event the number of shares and Series X Warrants available under
a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to
be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section
2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available
therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the trading day immediately preceding
the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event
not later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts
to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.
For purposes of the foregoing provision, the number of shares and Series X Warrants available under a Registration Statement shall
be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock
and Series X Warrants available for resale under the Registration Statement is less than the product determined by multiplying
(i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be
made without regard to any limitations on the conversion of the Preferred Stock or the exercise or exchange of the Warrants and
such calculation shall assume that the Preferred Stock are then convertible into shares of Common Stock at the then prevailing
Conversion Price (as defined in the Certificate of Designation), that the Series A Warrants are exchangeable for the Series X Warrants
on a one-for-one basis calculated on the basis of the underlying Warrant Shares and that the Warrants are then exercisable for
shares of Common Stock at the then applicable prevailing Exercise Price (as defined in the Warrants).


 


f.        Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering
all of the Registrable Securities required to be covered thereby (exclusive of any Registrable Securities that an Investor has
opted to exclude from a Registration Statement) and required to be filed by the Company pursuant to this Agreement is (A) not filed
with the SEC on or before the Filing Deadline (a "Filing Failure") or (B) not declared effective by the SEC on
or before the Effectiveness Deadline (an "Effectiveness Failure") or (ii) on any day after the Effective Date
sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during
an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation,
because of a failure to keep such Registration Statement


 




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effective, to disclose such
information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of
shares of Common Stock) (a "Maintenance Failure") then, as partial relief for the damages to any holder by reason
of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive
of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to
such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount (as such term is
defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement
on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less
than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every thirtieth
day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii)
the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days)
thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f)
are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier
of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business
Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make
Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half
percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities
Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate,
ten percent (10%) of the aggregate Subscription Amount of the Common Stock.


 


3.     Related
Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use its commercially
reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.       The
Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review of a particular Registration
Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement,
as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than
forty-eight (48) hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant
to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities
covered by such Registration Statement without volume or manner-of-sale limitations pursuant to Rule 144 (or any successor thereto)
promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered
by such Registration Statement (the "Registration Period"). The Company shall ensure that each Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of
a material fact or omit to state a




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material fact required to
be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances
in which they were made) not misleading.


 


b.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K, or any analogous
report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 


c.       The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days
prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports
on Form 10-K, and Reports on Form 10-Q and any similar or successor reports) within a reasonable number of days prior to their
filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel
reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or
any amendment or supplement thereto without prior notification to Legal Counsel, which consent shall not be unreasonably withheld.
The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC
to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed
with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness
of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section
3.


 


d.       Upon
the reasonable request of any Investor whose Registrable Securities are included in any Registration Statement, the Company shall
furnish to such Investor, without charge, to the extent the same is not available on the SEC's EDGAR System, (i) promptly after
the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits
and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included
in such Registration Statement and all


 




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amendments and supplements
thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies
of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by such Investor.


 


e.       The
Company shall use its commercially reasonable best efforts to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other
securities or "blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal
Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue
sky" laws of any jurisdiction in the United States or its receipt of notice of the initiation or threatening of any proceeding
for such purpose.


 


f.        The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, nonpublic information), and, subject to Section 3(q), promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement
or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably
request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on the same day
of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate.


 


g.       The
Company shall use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in


 




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any jurisdiction and, if
such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and
to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution
thereof or its receipt of notice of the initiation or threat of any proceeding for such purpose.


 


h.       If
any Investor is required under applicable securities law to be described in the Registration Statement as an underwriter, at the
reasonable request of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from
the Company's independent certified public accountants in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such
date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the Investors.


 


i.        Upon
the written request of any Investor who is described as an underwriter in any Registration Statement in connection with any Investor's
due diligence requirements, if any, the Company shall make available for inspection by (i) any Investor, (ii) Legal Counsel and
(iii) one firm of accountants or other agents retained by the Investors (collectively, the "Inspectors"), all
pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"),
as shall be reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict
confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company
determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court
or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other Transaction Document. Each Investor agrees that it shall, upon learning
that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement
between the Company and any Investor) shall be deemed to limit the Investors' ability to sell Registrable Securities in a manner
which is otherwise consistent with applicable laws and regulations.


 


j.        The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction
or (iv) such


 




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information has been made
generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at
the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


k.       The
Company shall use its commercially reasonable best efforts either to (i) cause all of the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure
designation and quotation of all of the Registrable Securities covered by a Registration Statement on such national securities
exchange or (iii) if, despite the Company's commercially reasonable commercially reasonable best efforts to satisfy, the preceding
clauses (i) and (ii) the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for
quotation on the OTCQB for such Registrable Securities and, without limiting the generality of the foregoing, to use its commercially
reasonable commercially reasonable best efforts to arrange for at least two market makers to register with the as such with respect
to such Registrable Securities with the Financial Industry Regulatory Authority. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(k).


 


l.        The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


m.      If
requested by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable,
supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.


 


n.       The
Company shall use its commercially reasonable best efforts to cause the Registrable Securities covered by a Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 




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o.       The
Company shall otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.


 


p.       Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


q.       Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
ten (10) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate
of twenty (20) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior
Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above,
the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on
and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such
notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration
of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving
rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common Stock or Series X Warrants to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part
of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Investor's
receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 


4.     Obligations
of the Investors.


 


a.       At
least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor to include such Investor’s Registrable
Securities in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor
shall furnish to the Company such


 




    	 	10	 



     


    

 


information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request.


 


b.       Each
Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing after receipt of the Company’s notice of such Investor's election to exclude all of such
Investor's Registrable Securities from such Registration Statement.


 


c.       Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment
is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence
of 3(f) and for which the Investor has not yet settled.


 


d.       Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.




 


5.     Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company and Legal Counsel, shall be paid by the Company.


 


6.     Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses,
joint or several, (collectively,




    	 	11	 



     


    

 


"Claims")
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending
or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus
if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of
the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse
the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing
to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the
Company pursuant to Section 3(d) and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 


b.       In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with


 




    	 	12	 



     


    

 


such Registration Statement;
and, subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party
in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement
or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then
amended or supplemented.


 


c.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected
by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to
which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant


 




    	 	13	 



     


    

 


or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such Claim or litigation, and such settlement shall not
include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 


d.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


e.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.     Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no Person involved in the sale of Registrable Securities, which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such sale, shall be entitled to contribution from any
Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the
sale of such Registrable Securities pursuant to such Registration Statement.


 


8.     Reports
Under the 1934 Act.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that
may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"),
the Company agrees to:


 


a.       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 




    	 	14	 



     


    

 


c.       furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other
information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.     Assignment
of Registration Rights.


 


The rights under this Agreement
shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of (a) the name and address of such transferee or assignee and (b) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable
state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.


 


10.   Amendment
of Registration Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that
it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is
offered to all of the parties to this Agreement.


 


11.   Miscellaneous.


 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the such record
owner of such Registrable Securities.


 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a




    	 	15	 



     


    

 


nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email
addresses for such communications shall be:


 


If to the Company:


 


PAVmed Inc.


One Grand Central Place


Suite 4600


New York, NY 10165


Telephone: (212) 949-4319


Facsimile: (212) 634-7403


Attention: Dr. Lishan Aklog (la@pavmed.com)


 


with a copy to:


 


hcfp@pavmed.com and


 


Greenberg Traurig, LLP


Suite 1000


1750 Tysons Boulevard


McLean, Virginia 22102


Telephone: (703) 749-1352


Facsimile: (703) 714-8359


Attention: Mark J. Wishner, Esq.


 




    	 	16	 



     


    

 


If to Legal Counsel:


 


Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo P.C.

Chrysler Center

666 Third Avenue

New York, NY 10017


		Telephone:	(212) 935-3000



		Facsimile:	(212) 983-3115



		Attention:	Kenneth R. Koch, Esq.



 


If to a Purchaser, to its address, facsimile
number or email address set forth on the Schedule of Purchasers attached hereto, with copies to such Purchaser's representatives
as set forth on the Schedule of Purchasers, or to such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender's facsimile machine or email server containing the time, date, recipient
facsimile number and an image of the first page of such transmission (if sent by facsimile) or (C) provided by a courier or overnight
courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.       Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


d.       All
questions concerning the construction, validity, enforcement and interpretation of this Agreement 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 hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, 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. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement


 




    	 	17	 



     


    

 


in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


e.       This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement,
the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


f.        Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


g.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


h.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


i.        Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


j.        All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders.


 


k.       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


l.        This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


m.      The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of
this Agreement is intended to


 




    	 	18	 



     


    

 


confer any obligations on
any Investor vis-à-vis any other Investor. Nothing contained herein, and no action taken by any Investor pursuant hereto,
shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated herein.


 


* * * * * *


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF,
each Purchaser and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	PAVmed Inc.
	 	 	 
	 	By:	/s/ Dr. Lishan Aklog
	 	 	Name:   Dr. Lishan Aklog
	 	 	Title:    Chairman and Chief Executive Officer


 




     


     


    

 


IN WITNESS WHEREOF,
each Purchaser and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	PURCHASERS:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 



 


EXHIBIT A


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, NY 10004


Attention: [                                  ]


 


		Re:	PAVMED INC.



 


Ladies and Gentlemen:


 


[We are][I am] counsel to
PAVmed Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that
certain Securities Purchase Agreement (the "Securities Purchase Agreement") entered into by and among the Company
and the purchasers named therein (collectively, the "Holders") pursuant to which the Company issued to the Holders
Convertible Preferred Stock (the "Preferred Stock") convertible into the Company's common stock, $0.001 par value
per share (the "Common Stock") and warrants exercisable for shares of Common Stock or exchangeable into Series
X Warrants (collectively, the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered
into a Registration Rights Agreement with the Holders (the "Registration Rights Agreement") pursuant to which
the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement),
including the shares of Common Stock issuable upon conversion of the Preferred Stock and the shares of Common Stock issuable upon
exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the
Company's obligations under the Registration Rights Agreement, on ____________ ___, 2017, the Company filed a Registration Statement
on Form S-3 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission
(the "SEC") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.


 


In connection with the foregoing,
[we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall serve as
our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration
Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common
Stock and Series X Warrants to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated January
__, 2017, provided at the


 




    	 	C-1	 



     


    

 


time of such reissuance,
the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities.


 


	 	Very truly yours,
	 	 
	 	[ISSUER'S COUNSEL]
	 	 	 
	 	By:	 


		CC:	[LIST NAMES OF HOLDERS]



 




    	 	C-2