Exhibit
4.1


 


WARRANT
AGREEMENT


 


Agreement
made as of April 28, 2016 between PAVmed Inc., a Delaware corporation, with offices at One Grand Central Place, Suite 4600, New
York, New York 10165 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with
offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS,
the Company has previously sold an aggregate of 9,560,296 warrants (“Warrants”), each Warrant evidencing the right
of the holder thereof to purchase one share of common stock, par value $0.001 per share (“Common Stock”), of the Company
to certain private investors; and


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of units (“Units”), each Unit consisting
of one share of Common Stock and one Warrant and, in connection therewith, will issue and deliver up to 2,000,000 Warrants to
public investors; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-203569 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Warrants to be issued in the Public Offering; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of all of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the


 




     


     


    

 


Company, and to authorize the
execution and delivery of this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.         Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.         Warrants.


 


2.1.          Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the
Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased
to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.


 


2.2.          Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and
be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or
the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case
as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have
the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement.


 


2.3.          Effect
of Countersignature. Except with respect to uncertificated Warrants as


 




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described above, unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised
by the holder thereof.


 


2.4.       Registration.


 


2.4.1.          Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2.          Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”) as
the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5.       Detachability
of Warrants Included in Units. The securities comprising the Units will not be separately transferable until
the ninetieth (90th) day after the date hereof or, if such 90th day is not on a day on which banks in
New York City are generally open for business (including Saturdays, Sundays or federal holidays) (a “Business
Day”), then on the immediately succeeding Business Day following such date, unless the Company and the Benchmark
Company, LLC mutually agree on an earlier date.


 


3.         Terms
and Exercise of Warrants


 


3.1.         Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent,


 




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entitle the registered holder
thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares
of Common Stock stated therein, at the price of $5.00 per share, subject to the adjustments provided in Section 4 hereof and in
the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers to the price
per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than 10 Business
Days; provided, however, that the Company shall provide at least 10 Business Days prior written notice of such reduction to registered
holders of the Warrants; provided, further, however, that any such reduction shall be applied consistently to all of the Warrants.


 


3.2.       Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on October 28, 2016
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) January 29, 2022 and (ii) the Redemption Date
as provided in Section 6.2 of this Agreement (“Expiration Date”); provided, however, that the exercise of any Warrant
shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. Except with respect to the
right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that the Company will provide written notice to registered holders of the Warrants of such
extension of not less than 20 days.


 


3.3.       Exercise
of Warrants.


 


3.3.1.          Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the


 




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Warrant Price for each share
of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the
Warrant, as follows:


 


(a)          good
certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 


(b)          in
the event of redemption pursuant to Section 6 hereof in which the Company has elected to require all holders of Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value.
Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price
of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to holders of Warrant pursuant to Section 6 hereof; or


 


(c)          in
the event the post-effective amendment or registration statement required by Section 7.4 hereof is not effective and current at
a time while the Warrants are exercisable, holders of the Warrants shall have the right, until such time as such post-effective
amendment or registration statement has been declared effective by the SEC, and during any other period after such date of effectiveness
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of
this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock
for the 10 trading days ending on the day


 




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prior to
the date of exercise.


 


3.3.2.          Issuance
of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates for the
number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which
such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash
settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any registered holder in any state in
which such exercise would be unlawful.


 


3.3.3.          Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4.          Date
of Issuance. Each person in whose name any such certificate for Common Stock is issued shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price
was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is
a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the share transfer books are open.


 


4.         Adjustments.


 


4.1.          Stock
Dividends - Split Ups. If after the date hereof, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in Common Stock, or by a split up of the Common Stock, or other similar event, then, on the effective date of
such stock dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in outstanding shares of


 




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Common Stock.


 


4.2.          Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse share split or reclassification of the Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3           Extraordinary
Dividends.  If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common
Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in subsection 4.1 above or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board
of directors, in good faith) of any securities or other assets paid on each share of the Common Stock in respect of such Extraordinary
Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on
the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to
appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise
of each Warrant) does not exceed 5% of the offering price of the Units in the Public Offering.


 


4.4           Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant


 




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Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.


 


4.5.          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of
this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.


 


4.6.          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and


 




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the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1 to 4.5, then, in any such event, the Company shall give written
notice to each Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.


 


4.7.          No
Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant
holder.


 


4.8.          Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


5.         Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.


 




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5.2.          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3.          Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in
the issuance of a warrant certificate for a fraction of a warrant.


 


5.4.          Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.          Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6.         Redemption.


 


6.1.          Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at
any time commencing April 28, 2017 and prior to the Warrants’ expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”), provided that the volume weighted
average price of the Common Stock has been at least $10.00 per share


 




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(subject to adjustment in accordance
with Section 4 hereof), on each of twenty (20) consecutive trading days ending on the third Business Day prior to the date on
which notice of redemption is given provided that the average daily trading volume in the stock is at least 20,000 shares per
day, and provided further that there is a current registration statement in effect with respect to the shares of Common Stock
underlying the Warrants.


 


6.2.          Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty days prior to the Redemption Date to the registered holders of the Warrants to be
redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3.          Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4           Exclusion
of Certain Warrants. The Company has contractually agreed that it will not exercise its redemption rights provided for herein
with respect to certain Warrants held by the Company’s founders, members of management and their respective affiliates while
such Warrants continue to be held by such holders. However, once such Warrants are transferred from the Company’s founders,
members of management and their respective affiliates, the Company may redeem such Warrants provided that the criteria for redemption
is met. 


 




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7.         Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.          No
Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.


 


7.2.          Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.          Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.          Registration
of Common Stock. The Company agrees to use its commercially reasonable best efforts to have an effective and current registration
statement, whether as a post-effective amendment to the Registration Statement or a new registration statement, for the registration,
under the Act, of the shares of Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the
expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its commercially
reasonable best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available. If any such post-effective amendment or registration statement has not been
declared effective at a time while the Warrants are exercisable, holders of the Warrants shall


 




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have the right, until such time
as such post-effective amendment or registration statement has been declared effective by the SEC, and during any other period
after such date of effectiveness when the Company shall fail to have maintained an effective registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as
determined in accordance with Section 3.3.1(c). For the avoidance of any doubt, unless and until all of the Warrants have been
exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under this
Section 7.4.


 


8.         Concerning
the Warrant Agent and Other Matters.


 


8.1.       Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2.       Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1.          Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and


 




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authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2.          Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3.          Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3.       Fees
and Expenses of Warrant Agent.


 


8.3.1.          Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its
duties hereunder.


 


8.3.2.          Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all


 




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such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Agreement.


 


8.4.       Liability
of Warrant Agent.


 


8.4.1.          Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company
and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Agreement.


 


8.4.2.          Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant
Agent’s gross negligence, willful misconduct, or bad faith.


 


8.4.3.          Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Warrant
or as to whether any Common Stock will when issued be valid and fully paid and nonassessable.


 




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8.5.        Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Common Stock
through the exercise of Warrants.


 


9.         Miscellaneous
Provisions.


 


9.1.          Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2.          Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or, if sent
by certified mail or private courier service, within five days after deposit of such notice, statement or demand, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


PAVmed Inc.


One Grand Central Place,
Suite 4600

New York, New York 10165


Attn: Chief Executive
Officer


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or, if sent by certified mail or private courier service
within five days after deposit of such notice, statement or demand, postage prepaid, addressed (until another address is filed
in writing by the Warrant Agent with the Company), as follows:


 




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Continental Stock Transfer
& Trust Company


17 Battery Place


New York, New York
10004


Attn: Compliance Department


 


with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York
10174


Attn: David Alan Miller,
Esq.


 


9.3.          Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, 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 claim against it arising
out of or relating in any way to this Agreement 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 to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4.          Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors


 




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and assigns and of the registered
holders of the Warrants.


 


9.5.          Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.          Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.          Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.8           Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered holders. Except as otherwise set forth herein,
all other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent or vote of the registered holders of at least a majority of the then outstanding Warrants (including
any Warrants held by the Company’s officers and directors or their respective affiliates). Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the registered holders.


 


9.9           Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there


 




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shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 




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IN WITNESS
WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	PAVMED INC.
	 	 	 
	 	By:	/s/ Richard
    Fitzgerald
	 	 	Name:   Richard
    Fitzgerald
	 	 	Title:     Chief
    Financial Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY
	 	 	 
	 	By:	/s/ Margaret
    Villani
	 	 	Name:   Margaret
    Villani
	 	 	Title:     Vice
    President


 




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