Exhibit
10.6


 


MANAGEMENT
SERVICES AGREEMENT


 


This MANAGEMENT SERVICES AGREEMENT dated
as of November 17, 2015 and effective as of October 27, 2015 is between PAVmed Inc. (“Company”), a Delaware corporation
with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170, and HCP/Advisors LLC, a limited liability company with
offices at 747 Third Avenue, New York, New York (“HCP”);


 


WHEREAS, the Company
previously entered into a management services agreement (“Former Agreement”) dated April 8, 2015 with HCFP LLC (“HCFP”),
an affiliate of HCP, pursuant to which such entity was to provide certain services to the Company, including making Richard J.
Salute, the Company’s former Chief Financial Officer, available to serve in such capacity for the Company;


 


WHEREAS, the terms
of the Former Agreement provided that it was to expire automatically upon the resignation of Mr. Salute;


 


WHEREAS, Mr. Salute
resigned from his position as Chief Financial Officer as of October 26, 2015;


 


WHEREAS, the Company
desires to enter into this agreement with HCP to replace the Former Agreement and provide the services set forth below to the Company
and HCP desires to provide such services to the Company on the terms and conditions herein set forth;


 


NOW THEREFORE IT IS
HEREBY AGREED:


 


1.     Services.  HCP
will provide certain management services to the Company, including without limitation:


 


		a.	services to support the Company’s executive officers in identifying potential corporate opportunities;



		b.	providing financial and accounting resources for assistance in complying with Section 404 of the
Sarbanes-Oxley Act of 2002;



		c.	general business development;



		d.	corporate development;



		e.	corporate governance;



		f.	marketing strategy including preparing and/or reviewing company presentations;



		g.	strategic development and planning;



		h.	coordination with service providers; and 
	 	i.	other advisory services as may be mutually agreed upon between the Company and HCP (collectively, the “Services”).



 




HCP shall devote the appropriate amount of time, energy, and skill to
the Services based upon its professional judgment and in its sole and absolute discretion.


 


2.     Compensation.  In
consideration of the provision of the Services hereunder, the Company shall pay HCP an initial monthly fee of $35,000 commencing
as of November 1, 2015 and thereafter a monthly fee of $25,000 payable in advance on the first day of each month.  Additionally,
HCP shall be entitled to recover all direct, out of pocket costs and other expenses incurred by HCP in connection with providing
the Services; provided, however, that any single expense in excess of $500 and aggregate expenses in excess of $2,500 shall require
prior approval from the Company acting through the Chief Executive Officer or the Board.


 




     


     


    

 


3.     Term and Termination.  


 


3.1        This Agreement will be in effect
for a term of three years (the “Term”), unless earlier terminated by either party in accordance with Sections 3.2 or
3.3 below.  The Term may be extended by mutual written agreement signed by both parties.


 


3.2        Either
party may terminate this Agreement prior to the expiration of the Term in the event of a material breach of the terms of this
Agreement by the other party upon notice of no less than 10 days of the same without the breaching party having cured the claimed
default within 30 days.  The Company shall also have the right to terminate this Agreement if HCP commits any fraud
or dishonest action in its relations with the Company or any of its subsidiaries or affiliates (“dishonest” for these
purposes shall mean HCP’s knowingly or recklessly making of a material misstatement or omission for its personal benefit)
or the conviction of HCP of a felony under federal or state law.


 


3.3        The Company may terminate this
Agreement for any reason prior to the expiration of the Term upon not less than ninety (90) days advance written notice.


 


3.4        If this Agreement is terminated
by the Company prior to the expiration of the Term pursuant to Section 3.2, the Company shall pay HCP for all amounts owed through
the date of termination.  If this Agreement is terminated by HCP prior to the expiration of the Term pursuant to Section
3.2 or by the Company pursuant to Section 3.3, the Company shall pay HCP for all amounts owed through the end of the Term in one
lump sum payment within 30 days of termination.


 


4.     Indemnification.  The
Company agrees to indemnify and hold harmless HCP from and against any and all losses, claims, damages or liabilities, including
reasonable legal fees (collectively, “Losses”), suffered or incurred by HCP in connection with or as a result of the
provision of the Services hereunder (except to the extent that any such Losses result from the gross negligence or bad faith of
HCP performing the Services). HCP agrees to indemnify the Company for Losses incurred by it as a result of the gross negligence
or bad faith of HCP in performing the Services.


 


5.     Confidentiality.  Each
party agrees that it will not at any time, during the Term or thereafter, divulge to any person or entity any financial information,
proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”) of
the other party obtained or learned as a result of the performance of this Agreement, except (i) in the course of performing the
Services hereunder, (ii) with the other party’s prior written consent; (iii) to the extent that any such information is in
the public domain other than as a result of a party’s breach of any of its obligations hereunder; or (iv) where required
to be disclosed by law, regulation, stock exchange rule, court order, subpoena or other government process. If a party shall be
required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, the disclosing party shall promptly,
but in no event more than 48 hours after learning of such subpoena, court order, or other government process, notify, confirmed
by mail, the other party and, at the other party’s expense, the disclosing party shall: (a) take all reasonably necessary
and lawful steps required by the non-disclosing party to defend against the enforcement of such subpoena, court order or other
government process, and (b) permit the non-disclosing party to intervene and participate with counsel
of its choice in any proceeding relating to the enforcement thereof.


 




     


     


    

 





 


6.     Independent Contractor.  HCP
hereby acknowledges that it will be performing the Services hereunder as an independent contractor and not as an employee or agent
of the Company or any affiliate thereof.  Further, HCP shall have no authority to act for, represent or bind the Company
or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing from time to time.


 


7.     Notices.  All
notices provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered if delivered
personally or by nationally recognized overnight courier (for example and not by way of limitation: Federal Express, United Parcel
Service, Airborne Express), with acknowledgement of receipt required, addressed to the party to receive the same at the following
address, or such other address as the party to receive the same shall have specified by written notice given in the manner provided
for herein:


 


If to the Company:


 


PAVmed Inc.


420 Lexington Avenue,
Suite 300


New York, New York
10170


Attn: Lishan Aklog,
M.D.


 


If to HCP:


 


HCP/Advisors, LLC


747 Third Avenue


New York, New York


Attn: Ira S. Greenspan


 


With a copy in either case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Ave, 11th Floor


New York, NY 10170


Attn: David Alan Miller, Esq.


 


8.     Governing Law; Jurisdiction.  This
Agreement shall be governed by internal laws of the State of New York. Each party agrees to submit to personal jurisdiction and
to waive any objection as to venue in the courts of the State of New York or the United States District Court for the Southern
District of New York.  The prevailing party in any such action shall be entitled to recover its reasonable attorney’s
fees and costs incurred in any such action or on appeal.  


 


9.     Severability.  If
a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of
this Agreement that can be given effect without the invalid provision.  Further, all
terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and
when necessary, the court is requested to reform any and all terms or conditions to give them such effect.


 




     


     


    

 





 


10.  Entire Agreement; Waiver.
This Agreement sets forth the entire agreement of the parties relating to the employment of Executive and is intended to supersede
all prior negotiations, understandings and agreements, including the Former Agreement. No provisions of this Agreement may be waived
or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party
to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision.  


 


11.  Preparation of Agreement.  This
Agreement has been prepared by Graubard Miller (“GM”) solely as counsel to the Company. GM is not acting as legal counsel
nor providing any legal representation or consultative services to HCP in connection with the Agreement and the Company has advised
HCP to seek the advice of other counsel in connection with the negotiation and preparation of this Agreement.


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.


 


	 	PAVMED INC.
	 	 
	 	By:	/s/ Lishan Aklog
	 	 	Name: Lishan Aklog, M.D.
	 	 	Title: Chief Executive Officer
	 	 
	 	HCP/ADVISORS LLC
	 	 
	 	By:	/s/ Ira S. Greenspan
	 	 	Name: Ira S. Greenspan
	 	 	Title: Managing Member