Exhibit
10.2


 


VOTING
AGREEMENT


 


VOTING
AGREEMENT, dated as of April __, 2019 (this “Agreement”), by and between PAVmed Inc., a Delaware corporation
with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”) and the person
listed on the signature page hereto (the “Stockholder”).


 


WHEREAS,
the Company and certain investors (each, an “Investor”, and collectively, the “Investors”)
entered into a Securities Purchase Agreement, dated as of December 27, 2018 (the “Securities Purchase Agreement”),
pursuant to which, among other things, the Company issued and sold to the Investors, and the Investors purchased, senior secured
convertible notes of the Company (the “Notes”), which will be convertible into shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”, as converted, the “Note Conversion Shares”),
in accordance with the terms of the Notes;


 


WHEREAS,
the Company and the Stockholder have entered into a subscription agreement (the “Subscription Agreement”) pursuant
to which the Company has agreed to issue and sell, and the Stockholder has agreed to purchase, shares of Common Stock (the “Subscription
Shares”); and


 


WHEREAS,
as a condition to the willingness of the Investors to consent under the Securities Purchase Agreement to the issuance and sale
of Common Stock pursuant to the Subscription Agreement, the Investors have required that the Stockholder enter into this Agreement
with respect to all the Subscription Shares and all other shares of Common Stock now owned and which may hereafter be acquired
by the Stockholder and any other securities of the Company (together with the Subscription Shares, the “Stockholder Securities”),
if any, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of
the stockholders of the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


ARTICLE
I


 


VOTING
AGREEMENT OF THE STOCKHOLDER


 


SECTION
1.01. Voting Agreement. Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting
of the stockholders of the Company, however called, and in any action by written consent of the Company’s stockholders,
the Stockholder shall vote the Stockholder Securities, which Stockholder is currently entitled to vote, or after the date hereof
becomes entitled to vote, at any meeting of the stockholders of the Company: (a) in favor of the Stockholder Approval (as defined
in the Securities Purchase Agreement) and the Stockholder Resolutions (as defined in the Securities Purchase Agreement), in each
case, as described in Section 4(gg) of the Securities Purchase Agreement; and (b) against any proposal or any other corporate
action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Transaction Documents (as defined in the Securities Purchase Agreement) or which could result in any
of the conditions to the Company’s obligations under the Transaction Documents not being fulfilled. The Stockholder acknowledges
review of a copy of the Securities Purchase Agreement and the other Transaction Documents as filed with the Securities and Exchange
Commission. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of
the Stockholder Approval.


 




    	 	 	 



    	 



    

 


ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER


 


The
Stockholder hereby represents and warrants to the Company and each of the Investors as follows:


 


SECTION
2.01. Authority Relative to this Agreement. The Stockholder has all requisite power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder,
enforceable against the Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating
to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific
performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion
of the court before which the proceeding may be brought.


 


SECTION
2.02. No Conflict. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of
this Agreement by the Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance,
rule, regulation, order, judgment or decree applicable to the Stockholder or by which the Stockholder Securities owned by the
Stockholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, or result in the creation of a lien or encumbrance on any of the Stockholder Securities owned by the Stockholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation
to which the Stockholder is a party or by which the Stockholder or the Stockholder Securities owned by the Stockholder is bound.


 


(b)
The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder
shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity
by the Stockholder.


 


SECTION
2.03. Title to the Stock. As of the date hereof, prior to the closing the transactions contemplated by the Subscription
Agreement, the Stockholder is the owner of the number of shares of Common Stock set forth on the signature page hereto, entitled
to vote, without restriction, on all matters brought before holders of capital stock of the Company, which shares of Common Stock
represent on the date hereof approximately the percentage of the outstanding stock and approximately the percentage of the voting
power of the Company set forth on the signature page hereto. Such shares of Common Stock are all the securities of the Company
owned, either of record or beneficially, by the Stockholder, as of the date hereof. Such Common Stock is owned free and clear
of all Encumbrances (as defined below). The Stockholder has not appointed or granted any proxy, which appointment or grant is
still effective, with respect to the Stockholder Securities. “Encumbrance” means any security interest, lien,
claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder’s voting rights, charge or other
encumbrance of any nature whatsoever.


 




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ARTICLE
III


 


[Intentionally
omitted.]


 


ARTICLE
IV


 


MISCELLANEOUS


 


SECTION
4.01. Further Assurances. The Stockholder shall execute and deliver such further documents and instruments and take all
further action as may be reasonably necessary in order to consummate the transactions contemplated hereby.


 


SECTION
4.02. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof and that any Investor (without being joined by any other
Investor) shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
Any Investor shall be entitled to its reasonable attorneys’ fees in any action brought to enforce this Agreement in which
it is the prevailing party.


 


SECTION
4.03. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Stockholder (other
than the Securities Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes
all prior agreements and understandings, both written and oral, among the Company and the Stockholder with respect to the subject
matter hereof.


 


SECTION
4.04. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.


 


SECTION
4.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse
to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.


 




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SECTION
4.06. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the Borough of Manhattan in the City of New York, New York, for the adjudication of any dispute
hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby
or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. The parties consent to the jurisdiction and venue of the foregoing
courts and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served
inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed
to the party being served at its address set forth on the signature ages to this Agreement (and service so made shall be deemed
complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be
permissible under the rules of said courts. Each of the Company and the Stockholder irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding
brought in such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


SECTION
4.07. Termination. This Agreement shall automatically terminate immediately following the occurrence of the Shareholder
Approval.


 


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IN
WITNESS WHEREOF, the Stockholder and the Company have duly executed this Voting Agreement as of the date first written above.


 


	 	THE
    COMPANY:
	 	 
	 	PAVMED
    INC.
	 	 	 
	 	By:	                 
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	Address:	 One Grand Central Place
	 	 	Suite 4600
	 	 	New York, New York 10165
	 	 	 
	 	STOCKHOLDER:
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	Address:
	 	 
	 	Shares
    of Common Stock: _______________
	 	 
	 	Percentage
    of Common Stock: _______________