Exhibit
10.6.2


 


PAVmed
Inc.


One
Grand Central Place


Suite
4600


New
York, NY 10165


 


December
27, 2018


 


To
the parties listed in Paragraph 3


 


Re: Notice
of Prepayment


 


Dear
Sirs and Mesdames:


 


Reference
is made to the 15% Senior Secured Note due 2019, dated as of June 30, 2017 (the “Note”), by and among PAVmed
Inc. (the “Company”), the subsidiaries of the Company party thereto, and Scopia Holdings LLC (the “Noteholder”).
Capitalized terms used but not defined herein have the meaning ascribed thereto in the Note.


 


	 	1	This
    letter (the “Letter Agreement”) is to confirm that it is the intention of the Company to satisfy in full
    all of its Obligations owing to the Noteholder outstanding under the Note on December 27, 2018 (the “Payoff Date”).
    Such Obligations shall be satisfied by (a) the Borrower making a payment of $5,000,000 (the “Principal Payoff Amount”)
    to the Noteholder by wire transfer of immediately available funds, and (b) pursuant to the Noteholder’s instruction
    to the Borrower hereby made, the Borrower issuing 600,000 privately placed unregistered shares of its Common Stock (to be
    legended as set forth on Annex I hereto) to the Noteholder and to its syndicatees (as listed in paragraph 3 below, the “Syndicatees”)
    as consideration for all remaining accrued and unpaid interest outstanding under the Note as of the Payoff Date (the “Interest
    Payoff Amount” and, together with the Principal Payoff Amount, the “Final Payoff Amount”).
	 	 	 
	 	2	In
    connection with the repayment, the Noteholder hereby acknowledges and agrees that, effective upon its receipt of each of (a)
    an original or facsimile transmission of this Letter Agreement, duly countersigned by Company; (b) the Principal Payoff Amount
    in immediately available funds by 5:00 p.m. (New York time) on the Payoff Date; and (c) a copy of the irrevocable instructions
    to its transfer agent (the “Irrevocable Instructions”) to issue certificates for an aggregate 600,000 shares
    of Common Stock of the Company (the “Interest Payoff Amount Shares”) registered in the names of the Syndicatees
    (to be delivered to their addresses as set forth in the separate letter from the Noteholder and the Syndicatees previously
    delivered to the Company), in satisfaction of the Interest Payoff Amount, then, automatically upon such event:


 


	 	(i)	The
    Noteholder and each Syndicatee shall automatically be deemed to hereby have irrevocably waived any right to receive any further
    amounts with respect to any portion of the Obligations;
	 	 	 
	 	(ii)	All
    of the outstanding debts, liabilities, and obligations owing by the Company to the Noteholder or any Syndicatee under the
    Note, the Note and Securities Purchase Agreement, the Note and Guaranty Security Agreement, the Patent Security Agreement
    and the Guaranty (collectively, the “Note Agreements”), shall be satisfied in full and the Company and
    each Guarantor shall be released from all liability therefor; provided that if all or any portion of the Final Payoff Amount
    shall be recovered from, or repaid by, such Noteholder or Syndicatee, in whole or in part, in any bankruptcy, insolvency or
    similar proceeding instituted by or against the Company, then the liability of the Company shall be automatically reinstated
    to the extent of the amount so recovered from or repaid by such Noteholder or Syndicatee;
	 	 	 
	 	(iii)	The
    Note Agreements shall automatically terminate effective as of such date and all obligations of the Company, each Guarantor
    and any other obligor under the Note Agreements shall terminate (other than any such obligations under any provision in any
    Note Agreement which by its terms survives the termination of such Note Agreement);
	 	 	 
	 	(iv)	All
    liens, security interests, mortgages, and other encumbrances (collectively, the “Security Interests”) of
    any kind, nature, or description, whenever and however arising in favor of the Noteholder under the Note Agreements on any
    of the assets and property, real or personal, tangible or intangible, of the Company and the Guarantors (collectively, the
    “Security Interests”) shall thereupon be released and terminated; and
	 	 	 
	 	(v)	The
    Noteholder shall (A) promptly deliver to Company any Notes, marked “Paid in Full” or “Cancelled”,
    together with all certificated Collateral that the Company has delivered to the Noteholder and all other instruments and other
    property of Company that are in the Noteholder’s possession, and (B) execute and deliver to the Company such releases,
    reconveyances, and other appropriate documentation reasonably requested by the Company to effectuate the agreement in paragraph
    (iii) above with respect to the Security Interests. Noteholder hereby authorizes Company to prepare and file any UCC termination
    statements and to file any other documentation executed by Noteholder under the preceding clause (B), in each case as necessary
    to effectuate the termination of any Security Interests. Noteholder also hereby confirms that it has not taken any action
    to foreclose on or dispose of any of the Collateral, or to create any liens upon any of the Collateral that are not provided
    to be released by this Letter Agreement.


 




    	 



     


    




 


	 	3	By
    their execution at the end hereof, the Noteholder hereby makes to the Company, and the Syndicatees hereby make to the Noteholder
    and the Company, the representations and warranties that are set forth in Annex II hereto. The Noteholder hereby transfers
    and assigns its right to the Interest Payoff Amount Shares to its Syndicatees. The allocation of such assigned Interest Payoff
    Amount Shares is as set forth below:


 


	Name	 	Number
    of shares
	MATTHEW
    SIROVICH	 	 	272,400	 
	THE BOOMER FUND, L.P.	 	 	60,000	 
	JEREMY MINDICH	 	 	120,000	 
	DAVID BROSER	 	 	120,000	 
	RICHARD & CAROL
    HOCHMAN	 	 	9,000	 
	2003 HOCHMAN FAMILY
    LLC	 	 	6,000	 
	HOCHMAN FAMILY PARTNERSHIP	 	 	6,000	 
	CAROL HOCHMAN	 	 	3,000	 
	NATHANIEL HOCHMAN	 	 	1,800	 
	JASON
    HOCHMAN	 	 	1,800	 
	 	 	 	600,000	 



 


	 	4	The
    Syndicatees hereby acknowledge their shares will bear the legend as set forth on Annex I.
	 	 	 
	 	5	The
    Principal Payoff Amount shall be made by wire transfer in immediately available funds to the account of the Noteholder previously
    provided by it to the Company. Payments received after 5:00 p.m. (New York time) shall be deemed to be received on the following
    business day.
	 	 	 
	 	6	The
    Interest Payoff Amount shall be made by delivery to the Noteholder and each Syndicatee of a copy of the Irrevocable Instructions.
	 	 	 
	 	7	The
    parties acknowledge that, in connection herewith, the Company will issue and sell certain securities (the “Ayrton
    Securities”) to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and in connection therewith,
    the Company is obligated to file with the SEC an initial registration statement (the “Registration Statement”)
    covering the resale of certain of the Ayrton Securities. The Company shall cause the Registration Statement to cover the resale
    of the Interest Payoff Amount Shares to the same extent the Ayrton Securities are so covered. After the effectiveness of the
    Registration Statement, the Company shall notify the Noteholder and Syndicatees if, and as to such periods, as the Registration
    Statement may not be used for resales.
	 	 	 
	 	8	Each
    party covenants and agrees to promptly execute and deliver any additional documents and instruments and perform any additional
    acts that any party determines may be reasonably necessary or desirable to effectuate the transactions contemplated hereby.
	 	 	 
	 	9	By
    executing this Letter Agreement, the Company hereby indicates its agreement to all of the foregoing. This letter agreement
    may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
    so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.
    Delivery of an executed counterpart of a signature page to this letter agreement by facsimile transmission shall be effective
    as delivery of a manually executed counterpart thereof. This letter agreement shall be governed by and construed in accordance
    with the internal laws of the State of New York without application of principles of conflicts of law.


 


	 	Very
    truly yours,
	 	 
	 	PAVMED
    INC. 
	 	 	 
	 	By:	/s/
    Lishan Aklog
	 	Name:	Lishan
    Aklog, M.D.
	 	Title:	Chief
    Executive Officer


 


	Accepted
    and Agreed to:	 
	 	 
	SCOPIA
    HOLDINGS LLC	 
	 	 	 
	By:	/s/
    Aaron Morse	 
	Name:	Aaron
    Morse	 
	Title:	Authorized
    Signatory	 


 




    	2



     


    




 


	SYNDICATEES:	 
	 	 	 
	By:
    	/s/
    Matthew Sirovich	 
	Name: 	Matthew
    Sirovich	 
	 	 	 
	By:
    	/s/
    Jeremy Mindich	 
	Name:	Jeremy
    Mindich	 
	 	 	 
	By:
    	/s/
    David Broser	 
	Name:	David
    Broser	 
	 	 	 
	By:
    	/s/
    Richard Hochman	 
	 	Richard
    & Carol Hochman	 
	Name:	Richard
    Hochman	 
	 	 	 
	By:
    	/s/
    Carol Hochman	 
	 	Richard
    & Carol Hochman	 
	Name:	Carol
    Hochman	 
	 	 	 
	By:
    	/s/
    Carol Hochman	 
	Name:	Carol
    Hochman	 
	 	 	 
	By:
    	/s/
    Nathaniel Hochman	 
	Name:	Nathaniel
    Hochman	 
	 	 	 
	By:
    	/s/
    Jason Hochman	 
	Name:	Jason
    Hochman	 
	 	 	 
	THE
    BOOMER FUND, L.P.	 
	 	 	 
	By:
    	/s/
    Matthew Sirovich	 
	Name:	Matthew
    Sirovich	 
	Title:	General
    Partner	 
	 	 	 
	2003
    HOCHMAN FAMILY LLC	 
	 	 	 
	By:
    	/s/
    Richard H. Hochman	 
	Name:	Richard
    H. Hochman	 
	Title:	Member	 
	 	 	 
	HOCHMAN
    FAMILY PARTNERSHIP	 
	 	 	 
	By:
    	/s/
    Richard H. Hochman	 
	Name:	Richard
    H. Hochman	 
	Title:	G.P.	 



 



    	3



     


    

 


ANNEX
I


Legend


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 




    	 



     


    

 


ANNEX
II


 


Representations
and Warranties of the Noteholder and the Syndicatees


 


(a)
Organization; Authority. The Noteholder and each Syndicatee is either an individual or an entity duly incorporated or formed,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate,
partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated
by this Letter Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this
Letter Agreement and performance by the Noteholder and each Syndicatee of the transactions contemplated by this Letter Agreement
has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable,
on the part of the Noteholder and each Syndicatee. This Letter Agreement has been duly executed by the Noteholder and each Syndicatee,
and when delivered by the Noteholder and each Syndicatee in accordance with the terms hereof, will constitute the valid and legally
binding obligation of the Noteholder and each Syndicatee, enforceable against it in accordance with its terms, except: (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 


(b)
Own Account. The Noteholder and each Syndicatee understands that the Interest Payoff Amount Shares are “restricted
securities” and have not been registered under the Securities Act of 1933 (the “Securities Act”) or any
applicable state securities law and is acquiring the Interest Payoff Amount Shares as principal for its own account and not with
a view to or for distributing or reselling such Interest Payoff Amount Shares or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Interest Payoff Amount Shares
in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Interest Payoff Amount Shares in violation of the Securities
Act or any applicable state securities law. The Noteholder and each Syndicatee is acquiring the Interest Payoff Amount Shares
hereunder in the ordinary course of its business.


 


(c)
Noteholder and Syndicatee Status. At the time the Noteholder was offered the Interest Payoff Amount Shares, it was, and
as of the date hereof it is, an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8)
under the Securities Act, and at the time the Syndicatee was offered the Interest Payoff Amount Shares by assignment from the
Noteholder, the Syndicatee was, and at the date hereof is, an “accredited investor” as defined in Rule 501(a) of the
Securities Act.


 


(d)
Experience of the Noteholder and each Syndicatee. The Noteholder and each Syndicatee, either alone or together with its
respective representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable
of evaluating the merits and risks of the prospective investment in the Interest Payoff Amount Shares, and has so evaluated the
merits and risks of such investment. The Noteholder and each Syndicatee is able to bear the economic risk of an investment in
the Interest Payoff Amount Shares and, at the present time, is able to afford a complete loss of such investment.


 


(e)
General Solicitation. The Noteholder and each Syndicatee is not, to the Noteholder and each Syndicatee’s knowledge,
acquiring the Interest Payoff Amount Shares as a result of any advertisement, article, notice or other communication regarding
the Interest Payoff Amount Shares published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement. The Noteholder and each Syndicatee acknowledges
and agrees that it had a pre-existing relationship with the Company prior to the date hereof.


 


(f)
Access to Information. The Noteholder and each Syndicatee acknowledges that it has had the opportunity to review this Letter
Agreement (including all annexes thereto) and the SEC Reports (as defined in the Note Agreements) and has been afforded (i) the
opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning
the terms and conditions of the offering of the Interest Payoff Amount Shares and the merits and risks of investing in the Interest
Payoff Amount Shares; (ii) access to information about the Company and its financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make
an informed investment decision with respect to the investment.


 


(g)
Certain Transactions; Confidentiality. Other than to other parties to this Letter Agreement or to the Noteholder’s
and each Syndicatee’s representatives, including, without limitation, its officers, directors, partners, legal and other
advisors, employees, agents and affiliates, the Noteholder and each Syndicatee has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). The Noteholder and each
Syndicatee acknowledges that, as a result of certain confidential information disclosed to it, the Noteholder and each Syndicatee
may be subject to restrictions on its ability to trade in the Company’s securities prior to public announcement of such
information.