Exhibit 4.1


 


THE SALE, TRANSFER ASSIGNMENT OR OTHER
DISPOSITION OF THE WARRANT REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO SUBSTANTIAL
RESTRICTIONS ON TRANSFER AS SET FORTH IN A PURCHASE AGREEMENT AMONG PAVMED INC. AND PURCHASERS OF CERTAIN SECURITIES THEREUNDER.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM PAVMED INC. BY REQUESTING SUCH AGREEMENT IN WRITING ADDRESSED TO THE CHIEF EXECUTIVE
OFFICER OF PAVMED AT ITS PRINCIPAL EXECUTIVE OFFICES OR BY INSPECTING THEM AT SUCH OFFICE.


 


NEITHER THIS SECURITY
NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE OR EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OR EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


SERIES A


COMMON STOCK PURCHASE WARRANT


 


PAVMED
inc.


 


Warrant Shares: _______


 


THIS COMMON STOCK PURCHASE
WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after
the date the stockholder approval referred to in Section 2 has been obtained and is effective (the “Initial Exercise Date”)
and on or prior to the close of business on April 30, 2024 (the “Termination Date”) but not thereafter, to subscribe
for and purchase from PAVmed Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to
adjustment hereunder, the “Warrant Shares”) of Common Stock or to exchange this Warrant for Series X Warrants
in the form attached as Exhibit A (the “Series X Warrants”) (the Series X Warrants,


 




    	 	1	 



     


    

  


collectively, the “Exchange
Warrants”) as set forth in Section 3. The purchase price of one share of Common Stock under this Warrant shall be equal
to the Exercise Price, as defined in Section 2(b). Each Warrant then exercisable for one (1) full Warrant Share shall be exchangeable
for four (4) Series X Warrants each then exercisable for one (1) full share of Common Stock.


 


This Warrant is one of
a series of warrants issued in a private placement of the Company’s securities (collectively, the “Series A Warrants”).


 


Section 1.        Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated as of January 26, 2017, among the Company and the purchasers signatory thereto.


 


Section 2.        Exercise.


 


a)       Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time after
final stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) up to and including the Termination Date by
delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise in
the form annexed hereto and this original Warrant being exercised. No ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization of any Notice of Exercise form be required) unless required
by the Company’s Transfer Agent. If this Warrant has not been exercised in full, within three (3) Trading Days from the Warrant
Share Delivery Date, the Company shall issue a new Series A Warrant, dated as of the date of this Warrant, for the number of unexercised
Warrant Shares which were not purchased under the Series A Warrant which was surrendered.


 


b)       Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $8.00, subject to adjustment hereunder
(the “Exercise Price”).


 


c)       Cashless
Exercise. If at any time after the six (6) month anniversary of the date of the Closing, there is no effective Registration
Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the
average of the VWAP for the ten (10) Trading Days immediately preceding the date on which Holder elects to exercise this Warrant
by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and


 




    	 	2	 



     


    

  


(X) =
the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act and the holding period of this Warrant may be tacked on to the holding period of the Warrant Shares for purposes
of Rule 144 under the Securities Act.  The Company agrees not to take any position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c). In no event, however, shall any cashless exercise occur if the Exercise Price is greater than the VWAP which
would apply on the Termination Date.


 


		d)	Mechanics of Exercise.



 


i.       Delivery
of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and
either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in
the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the delivery
to the Company of both the Notice of Exercise and this original Warrant being exercised (such date, the “Warrant Share
Delivery Date”). Within three (3) Trading Days of the date said Notice of Exercise and this Warrant are delivered to
the Company or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) above, the Warrant Shares shall
be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become
a holder of record of such shares for all purposes, as of the date this Warrant has been exercised, with payment to the Company
of the Exercise Price by a certified check drawn on a United States Bank or wire transfer (or by cashless exercise, if permitted)
and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having
been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the
Warrant Share


 




    	 	3	 



     


    

 


 


Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares
subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading
Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.


 


ii.       Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iii.       Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails for any reason to transmit to a Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i),
and if after such Warrant Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a
sale by such Holder of the Warrant Shares which such Holder was entitled to receive upon the exercise at issue (a “Buy-In”),
then the Company shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder)
the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common
Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Warrant Shares that such Holder was
entitled to receive from the exercise at issue multiplied by (2) the actual sale price at which the sell order giving rise
to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either
reissue (if surrendered) this Warrant for a number of Warrant Shares equal to the number of Warrant Shares submitted for exercise
(in which case, such exercise shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would
have been issued if the Company had timely complied with its delivery requirements under Section 2(d)(i). For example, if
a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with respect to which the actual sale price of the Warrant Shares (including any brokerage commissions)
giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the
Company shall be required to pay such Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to such Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of


 




    	 	4	 



     


    

  


such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver Common Stock upon exercise of the Warrant Shares as required pursuant to the terms hereof.


 


iv.       No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v.       Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The
Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery
of the Warrant Shares.


 


vi.       Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


Section 3.        Exchange.


 


a)       Exchange
of Warrant. Exchange of the Warrant may be made, beginning on the Initial Exercise Date up to and including the Termination
Date, in whole or in part, by exchanging this Warrant for four (4) Series X Warrants, by delivery to the Company (or such other
office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder
appearing on the books of the Company) of a duly executed copy of a Notice of Exchange in the form annexed hereto and this original
Warrant. Within three (3) Trading Days of the date said Notice of Exchange and this Warrant are delivered to the Company, the Company
shall issue to the


 




    	 	5	 



     


    

  


Holder the
Series X Warrants and a new Series A Warrant representing the number of initial shares issuable thereunder if this Warrant is
not being exchanged in full. No ink-original Notice of Exchange shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exchange form be required unless otherwise required by the Company’s
Transfer Agent.








 


b)       Mechanics
of Exchange.


 


i.       Delivery
of Exchange Warrants Upon Exchange. Exchange Warrants issuable hereunder shall be delivered by physical delivery of a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Exchange Warrants
to which the Holder is entitled pursuant to such exchange to the address specified by the Holder in the Notice of Exercise by the
date that is three (3) Trading Days after the delivery to the Company of the Notice of Exchange and this original Warrant (such
date, the “Exchange Warrant Delivery Date”). The Exchange Warrants shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Exchange
Warrant for all purposes, as of the date the Warrant has been exchanged. If the Company fails for any reason to deliver to the
Holder the Exchange Warrants subject to a Notice of Exchange by the Exchange Warrant Delivery Date, Company shall pay to the Holder
amounts consistent with amounts that would be due under Section 2(d)(i) and (iv). If this Warrant shall have been exchanged in
part, the Company shall within three (3) Trading Days of the Exchange Warrant Delivery Date, deliver to the Holder a new Warrant
evidencing the rights of the Holder to exchange or exercise the balance of this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.


 


ii.       Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Exchange Warrants pursuant to Section
3(b)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exchange.


 


iii.       No
Exchange Warrants for Fractional Shares or Scrip. No Exchange Warrants exercisable for fractional shares or scrip representing
fractional shares shall be issued upon the exchange of this Warrant. As to any fraction of a share which the Holder would otherwise
be entitled to purchase upon such exchange and the exercise of the Exchange Warrant, the Company shall, at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the difference between
the exercise price of such warrant and the current Trading Price of the Common Stock or round up to the next whole share.


 




    	 	6	 



     


    

 


 


iv.       Charges,
Taxes and Expenses. Issuance of Exchange Warrants shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of Exchange Warrants, all of which taxes and expenses shall be paid by the
Company, and such Exchange Warrants shall be issued in the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event that Exchange Warrants are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exchange shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Exchange Warrants.


 


v.       Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exchange of this
Warrant, pursuant to the terms hereof.


  


Section 4.       Certain
Adjustments.


 


a)       Stock
Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse
stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification
of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 




    	 	7	 



     


    

  


b)        Adjustments to Exercise
Price.  The Exercise Price of this Warrant shall be subject to adjustment from time
to time as provided below.


 


If the Company shall, at any
time or from time to time after the Closing Date, issue any Shares of Common Stock, Options, or Convertible Securities (other than
Exempt Issuances), without consideration or for consideration per share less than the Exercise Price in effect immediately prior
to such issuance, then the Exercise Price shall forthwith be lowered (but in no event increased) to a price equal to amount determined
by multiplying such Exercise Price by a fraction:


 


(a) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to the issuance of such
additional shares of Common Stock plus (2) the number of shares of Common Stock which the aggregate consideration, if any,
received by the Company for the total number of such additional shares of Common Stock so issued would purchase at the Exercise
Price in effect immediately prior to such issuance, and


 


(b) the
denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional
shares of Common Stock plus (2) the number of such additional shares of Common Stock so issued.


 


Any such adjustment shall become
effective immediately after the opening of business on the first Business Day following the issuance or deemed issuance of such
shares of Common Stock.


 


c)
Exceptions to Adjustment Upon Issuance of Common Stock. Anything herein to the contrary notwithstanding, there shall be
no adjustment to the Exercise Price with respect to any Exempt Issuances.


 


d)
 Effect of Certain Events on Adjustment to Exercise Price.


 


		(i)	Issuance of Options. If the Company shall, at any time or from time to time after
the Closing date, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether
or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are
immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which
Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable
upon the exercise of such Options is less than the Exercise Price in effect immediately prior to the time of the granting or sale
of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion
or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be 



 




    	 	8	 



     


    

  


deemed
to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes
of adjusting the Exercise Price under Section 4(b)), at a price per share equal to the quotient obtained by dividing (A) the
sum (which sum shall constitute the applicable consideration received for purposes of Section 4(b)) of (x) the total amount,
if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum
aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case
of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible
Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the
conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided
in Section 4(d)(iv), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or
of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange
of Convertible Securities issuable upon exercise of such Options.


 


		(ii)	Issuance of Convertible Securities.  If the Company shall, at any time or
from time to time after the Date of Issuance, in any manner grant or sell (whether directly or by assumption in a merger or otherwise)
any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable,
and the price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which Common Stock is issuable
upon the conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately prior to the
time of the granting or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon
conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of the
date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting
the Exercise Price pursuant to Section 4(b)), at a price per share equal to the quotient obtained by dividing (A) the sum
(which sum shall constitute the applicable consideration received for purposes of Section 4(b)) of (x) the total amount, if
any, received or receivable by the Company as consideration for the granting or sale of such Convertible Securities, plus (y) the
minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such
Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. 



 




    	 	9	 



     


    

 


 


Except
as otherwise provided in Section 4(d)(iii), (A) no further adjustment of the Exercise Price shall be made upon the actual
issuance of Common Stock upon conversion or exchange of such Convertible Securities and (B) no further adjustment of the Exercise
Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such
Convertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section
4(d).


 


		(iii)	Units.  If a unit consisting of Common Stock or Preferred Stock and one or more warrants or Options is sold by
the Company, then all consideration paid for such unit shall be allocated to the Common Stock or Preferred Stock contained in such
units and the Options or warrants included in the unit will be treated separately based on the exercise or conversion price thereof.



 


		(iv)	Treatment of Expired or Terminated Options or Convertible Securities. Upon the
expiration or termination of any unexercised Option (or portion thereof) or any unconverted or unexchanged Convertible Security
(or portion thereof) for which any adjustment (either upon its original issuance or upon a revision of its terms) was made pursuant
to this Section 4 (including without limitation upon the redemption or purchase for consideration of all or any portion
of such Option or Convertible Security by the Company), the Exercise Price then in effect hereunder shall forthwith be changed
pursuant to the provisions of this Section 4 to the Exercise Price which would have been in effect at the time of such
expiration or termination had such unexercised Option (or portion thereof) or unconverted or unexchanged Convertible Security (or
portion thereof), to the extent outstanding immediately prior to such expiration or termination, never been issued.



 


Calculation of Consideration
Received. If the Company shall, at any time or from time to time after the Closing date,
issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or
Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the
Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company
shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case
the amount of consideration received by the Company shall be the market price (as reflected on any securities exchange, quotation
system or association or similar pricing system covering such security) for such securities as of the end of business on the date
of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other
securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed
to be the fair value of such portion of the 


 




    	 	10	 



     


    

  


aggregate
consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible
Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with
any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair
value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock,
Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the
fair value of any consideration other than cash or marketable securities shall be determined in good faith by the Board.


 


e)       Record
Date. For purposes of any adjustment to the Exercise Price in accordance with this Section
4, in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be.


 


f)       Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the participation in such Distribution.


 


g)       Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more


 




    	 	11	 



     


    

  


related transactions
effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior
to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(g) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares
of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to


 




    	 	12	 



     


    

  


the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein.


 


h)       Calculations.
All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


i)       Notice
to Holder.


 


i.       Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall promptly
deliver to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.


 


j)       Notice
to Allow Exercise by Holder. In the event (i) that the Company shall take a record of the holders of its Common Stock (or other
capital stock or securities at the time issuable upon exercise of this Warrant) for the purpose of entitling or enabling them to
receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for
or purchase any shares of capital stock of any class or any other securities, to receive any other security or to participate in
any offer made to all holders Common Stock as a class; or (ii) of any capital reorganization of the Company, any reclassification
of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person, or sale of all or substantially
all of the Company's assets to another Person; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company; then, and in each such case, the Company shall send or cause to be sent to the Holder at least twenty (20) days
prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice
specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action,
and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or
(B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or
a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities
at the time issuable upon exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital
stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution,


 




    	 	13	 



     


    

  


liquidation or winding-up,
and the amount per share and character of such exchange applicable to this Warrant and the Warrant Shares.


 


Section 5.       Transfer
of Warrant.


 


a)       Transferability.
This Warrant shall only be transferable to the extent set forth in Section 4.1 of the Purchase Agreement. Upon any such transfer,
the Holder shall surrender this Warrant for transfer and, the Company shall execute and deliver a new Warrant or Warrants in the
name of the transferee or transferee and in the denominations specified in such instrument of assignment, and shall issue to the
Holder a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.



 


b)       New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial
Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)       Warrant
Register. The Company shall register or shall cause this Warrant to be registered, upon records to be maintained by the Company
for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d)       Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
6.       Miscellaneous.


 


a)       No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in
Section 4.


 


b)       Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
this Warrant, shall not include the


 




    	 	14	 



     


    

 


 


posting of
any bond), and upon surrender and cancellation of this Warrant or stock certificate, if mutilated, the Company will make and deliver
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c)       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


d)       Authorized
Shares.


 


The Company covenants
that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be
listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).


 


Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 




    	 	15	 



     


    

 


 


Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


e)       Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


 


f)       Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g)       Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all
rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of
this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be
sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of
appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.


 


h)       Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


i)       Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j)       Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


k)       Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors


 




    	 	16	 



     


    

 


 


and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)       Applicable
Law. The validity, interpretation, and performance of this Offering shall be governed in all respects by the laws of Delaware,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claims against it arising out of or relating in any way to this Offering
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits tot such jurisdiction, which jurisdiction shall be exclusive.


 


m)       Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the holders
of Series A Warrants representing at least two-thirds of the shares of Common Stock issuable upon exercise of such Series A Warrants.


 


n)       Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


o)       Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


(Signature Page Follows)


 




    	 	17	 



     


    

 


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	PAVMED inc.
	 	 	 
	 	By:	 
	 	 	Name: Dr. Lishan Aklog
	 	 	Title: Chairman and Chief Executive Officer


 




    	 	18	 



     


    

 


NOTICE OF EXERCISE


 


To:PAVMED
inc.


 


(1)  The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2)  Payment
shall take the form of (check applicable box):


 


 ̈
in lawful money of the United States; or


 


 ̈
[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3)  Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity:


___________________________________________________________________


Signature of Authorized Signatory of Investing
Entity:


___________________________________________________________________


Name of Authorized Signatory:


___________________________________________________________________


Title of Authorized Signatory:


___________________________________________________________________


Date:


___________________________________________________________________


 




    	 	1	 



     


    

 


NOTICE OF EXCHANGE


 


To:PAVMED
inc.


 


(1)  The
undersigned hereby elects to exchange Warrants currently exercisable for ____ shares of Common Stock for Exchange Warrants of the
Company, each exercisable for the same number of shares of Common Stock for which the Warrant is currently exercisable pursuant
to the terms of the attached Warrant.


 


(2)  Please
issue said Exchange Warrants in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Exchange Warrants shall be delivered
to the following address:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity:


 


________________________________________________________________________


Signature of Authorized Signatory of Investing
Entity:


 


________________________________________________________________________


Name of Authorized Signatory:


 


________________________________________________________________________


Title of Authorized Signatory:


 


________________________________________________________________________


Date:


 


________________________________________________________________________


 




     


     


    

 



  


EXHIBIT B


 


ASSIGNMENT
FORM


 


(To assign the
foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 	 
	 	 	 	(Please Print)
	 	 	 	 
	Address:	 	 	 
	 	 	 	(Please Print)
	Dated: _______________ __, ______	 	 
	 	 	 	 
	Holder’s Signature	 	 	 
	 	 	 	 
	Holder’s Address: