Exhibit
10.1


 


Subscription
Agreement


 


This
subscription agreement (this “Subscription”) is dated April __, 2019, by and between the investor identified
on the signature page hereto (the “Investor”) and PAVmed Inc., a Delaware corporation (the “Company”),
whereby the parties agree as follows:


 


WHEREAS,
the Company desires to sell, and the Investor desires to purchase shares of the Company’s common stock, $0.001 par value
per share (“Common Stock”), which currently trades on The Nasdaq Stock Market (the “Principal Market”).


 


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


 


1.
Subscription.


 


(a)
Investor agrees to buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number
of shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth
on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto (the “Purchase
Price”).


 


(b)
The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-220549, which registration
statement (the “Registration Statement”) was declared effective by the Securities and Exchange Commission on
October 6, 2017, and is effective on the date hereof. A final prospectus supplement (the “Prospectus Supplement”)
will be delivered as required by law.


 


(c)
The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof
as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription
for the Common Stock, in whole or in part for any reason and at any time prior to the Closing (as defined below) thereon, notwithstanding
prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s
subscription is rejected, the Investor’s payment will be returned promptly to the Investor without interest or deduction
and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by
the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing
with respect to the Investor’s subscription has occurred.


 


(d)
Provided the Purchase Price has been delivered to the Company and the Company has filed the Prospectus Supplement to the Registration
Statement pursuant to Rule 424(b) with respect to the offer and sale of the Shares, the closing of Investor’s purchase of
the Shares pursuant to this Subscription (the “Closing”) shall occur on or prior to April 16, 2019 (the date
of the Closing, the “Closing Date”). Upon the Closing, the Company shall cause the Shares to be delivered to
the Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DWAC system in accordance
with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions”
or otherwise provided in writing by the Investor.


 


2.[Intentionally
Omitted]


 




    	 	 	 



     


    


 


3.
Company Representations and Warranties. The Company represents and warrants that: (i) it has full corporate power and authority
to enter into this Subscription and to perform all of its obligations hereunder; (ii) this Subscription has been duly authorized
and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the
Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity;
(iii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict
with or result in a breach of (A) the Company’s Certificate of Incorporation, as amended, or Bylaws, or (B) any material
agreement to which the Company is a party or by which any of its property or assets is bound; (iv) the Shares when issued and
paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable,
and shall be issued free of restrictive legends and stop transfer orders; (v) all preemptive rights or rights of first refusal
held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived
in accordance with the terms of the agreements between the Company and such stockholders conferring such rights; (vi) the transactions
contemplated hereby have been duly authorized by the Company’s Board of Directors; and (vii) the Company is not subject
to any notices or actions from or to the Principal Market other than routine matters incident to listing on the Principal Market
and not involving a violation of the rules of the Principal Market. The Company further represents and warrants that:


 


(a)
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the United
States Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the 1934 Act
(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein being hereinafter referred to as the “ SEC Documents”).
As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective
dates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments). Except for routine correspondence, such as comment letters and notices of effectiveness in
connection with previously filed registration statements or periodic reports publicly available on EDGAR, to the Company’s
knowledge, none of the Company or any of its subsidiaries (the “Subsidiaries”) are presently the subject of
any inquiry, investigation or action by the SEC.


 


(b)
Except as disclosed in the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights
or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt
securities of the Company or any of its Subsidiaries, (iii) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no material
agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act, (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries,
(vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance
of the Securities as described in this Subscription, and (vii) the Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement.


 




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(c)
The Registration Statement has been declared effective by the SEC, and no stop order has been issued or is pending or, to the
knowledge of the Company, threatened by the SEC with respect thereto. As of the date hereof, the Company has a dollar amount of
securities registered and unsold under the Registration Statement, which is not less than the sum of the Purchase Price. The Company
shall keep the Registration Statement effective and available for sales of all Shares to the Buyer through and including the Closing
Date. The Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements,
including the Prospectus contained therein and the Prospectus Supplement) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading.


 


4.
Investor Representations, Warranties and Acknowledgments.


 


(a)
The Investor represents and warrants that: (i) it has full right, power and authority to enter into this Subscription and to perform
all of its obligations hereunder; (ii) this Subscription has been duly authorized and executed by the Investor and , when delivered
in accordance with the terms hereof, will constitute a valid and binding agreement of the Investor enforceable against the Investor
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the
execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with
or result in a breach of (A) the Investor’s certificate of incorporation or by-laws (or other governing documents), or (B)
any material agreement or any law or regulation to which the Investor is a party or by which any of its property or assets is
bound; (iv) it has had full access to the base prospectus included in the Registration Statement and the Company’s periodic
reports and other information incorporated by reference therein (the “Prospectus”), and was able to read, review,
download and print such materials; (v) in making its investment decision with respect to the Shares, the Investor and its advisors,
if any, have relied solely on the Prospectus; (vi) it is knowledgeable, sophisticated and experienced in making, and is qualified
to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase
of the Shares; and (vii) except as set forth below, the Investor is not a, and it has no direct or indirect affiliation or association
with any, member of the Financial Industry Regulatory Authority as of the date hereof.


 


	Exceptions:
_________________________________________________________________________________    	 
	 	 
	 	 
	(If
    no exceptions, write “none.” If left blank, response will be deemed to be “none.”)	 


 


(b)
The Investor also represents and warrants that, other than the transactions contemplated hereunder, the Investor has not directly
or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Investor, executed any disposition,
including “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934 (the “Short
Sales”), in the securities of the Company during the period commencing from the time that the Investor first became
aware of the proposed transactions contemplated hereunder until the date hereof (“Discussion Time”). The Investor
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence
and terms of this transaction), except with respect to the Investor’s legal counsel and advisors subject to a duty of confidentiality
substantially similar to that contained herein. Investor shall be liable for any breach by its legal counsel or advisors of the
confidentiality obligations contained herein as if such breach were by Investor.


 




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(c)
The Investor acknowledges that in connection with the offering of the Shares pursuant to the Registration Statement, the Company
has entered into a placement agent agreement with Maxim Group LLC, pursuant to which it has agreed to pay Maxim Group LLC a commission
of 7.0% of the Purchase Price of certain of the Shares, and pursuant to which it has agreed to reimburse Maxim Group LLC for its
expenses of $30,000.


 


5.
Investor Covenant Regarding Short Sales and Confidentiality. The Investor covenants that neither it nor any affiliates
acting on its behalf or pursuant to any understanding with it will execute any Short Sales or other disposition of securities
of the Company during the period after the Discussion Time and ending at the time that the transactions contemplated by this Subscription
are first publicly announced through a press release, prospectus supplement and/or Form 8-K. Furthermore, the Investor covenants
that no shares received from the offering will be used to cover any previously made short sales. The Investor covenants that until
such time as the transactions contemplated by this Subscription are publicly disclosed by the Company through a press release,
prospectus supplement and/or Form 8-K, the Investor will maintain the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).


 


6.
Miscellaneous.


 


(a)
This Subscription constitutes the entire understanding and agreement between the parties with respect to its subject matter, and
there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription.
This Subscription may be modified only in writing signed by the parties hereto.


 


(b)
This Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto,
it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or by
email delivery of a “.pdf” format data file.


 


(c)
The provisions of this Subscription are severable and, in the event that any court or officials of any regulatory agency of competent
jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Subscription and this Subscription shall be reformed and construed
as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that
such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially
adversely effect the economic rights of either party hereto.


 




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(d)
All communications hereunder shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service
such as Federal Express, or sent via facsimile or email, to the party to whom it is addressed at the following addresses or such
other address as such party may advise the other in writing:


 


If
to the Company:


 


PAVmed
Inc.


One
Grand Central Place, Suite 4600


NY,
NY 10165


Telephone:
(212) 949-4319


Attention:
Lishan Aklog, Chief Executive Officer


E-Mail:
la@pavmed.com


 


With
a copy (for informational purposes only) to:


 


Graubard
Miller


405
Lexington Avenue, 11th Floor


New
York, NY 10174


Telephone:
(212) 818-8800


Attention:
David Alan Miller, Esq. / Eric T. Schwartz, Esq.


Email:
dmiller@graubard.com / eschwartz@graubrd.com


 


If
to the Investor: as set forth on the signature page hereto.


 


All
notices hereunder shall be effective upon receipt by the party to which it is addressed.


 


(e)
This Subscription shall be governed by and interpreted in accordance with the laws of State of New York for contracts to be wholly
performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and each irrevocably
waives any claim that it is not personally subject to the jurisdiction of such court, or that such court is an improper or inconvenient
venue for such action, suit, or proceeding. THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER TRIAL BY JURY.


 


(f)
This Subscription shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The
Company shall not assign this Subscription or any rights or obligations hereunder without the prior written consent of the Investor,
including by merger or consolidation; provided, however, that any transaction, whether by merger, reorganization, restructuring,
consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction, shall
not be deemed a succession or assignment. The Investor may not assign its rights or obligations under this Agreement.


 


(g)
In consideration of the Investor’s execution and delivery of the Subscription and acquiring the Shares hereunder and in
addition to all of the Company’s other obligations under the Subscription, the Company shall defend, protect, indemnify
and hold harmless the Investor and all of its affiliates, members, officers, directors, and employees, and any of the foregoing
person’s agents or other representatives (including, without limitation, those retained in connection with the transactions
contemplated by this Subscription) (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by
the Company in the Subscription or any other certificate, instrument or document contemplated hereby or thereby, (b) any untrue
statement of a material fact or omission to state a material fact required to be stated in the Registration Statement, Prospectus
and/or Prospectus Supplement, or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading, (c) any breach of any covenant, agreement or obligation of the Company contained in the Subscription or any other
certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made
against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Subscription
or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified Liabilities
which directly and primarily result from (A) a breach of any of the Investor’s representations and warranties, covenants
or agreements contained in this Subscription, or (B) the gross negligence, bad faith or willful misconduct of the Investor or
any other Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.


 


[signature
pages follow]


 




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If
the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this
Subscription.


 


	 	PAVMED
    INC. 
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 



 


Number of Shares:_________________________________


Purchase Price Per Share: $_________________________


Aggregate Purchase Price: $_________________________



 





	INVESTOR:______________________________________	 



 


	By:
    	 	 
	Name:	 	 
	Title:	 	 


 


	Address
    for Notice:	 	With
    a copy to (which shall not constitute notice):
		 	
	 	 	 
	 	 	
	Facsimile:
    ______________________________________ 	 	Facsimile:
    _____________________________________ 
	Attention:______________________________________	 	Attention:
    _____________________________________ 



 


	DWAC
    Instructions:	 	 
	 	 	 
	Name
    of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	 	

    
	 	 	 
	DTC
    Participant Number:	 	 
	 	 	 
	Name
    of Account at DTC Participant being credited with the Shares:	 	 
	 	 	 
	Account
    Number at DTC Participant being credited with the Shares	 	


 


The
sale of the Shares is being made pursuant to a registration statement under the Securities Act. A final prospectus supplement
relating to the sale of the Shares will be filed with the Commission and will be available on the Commission’s website at
www.sec.gov.


 




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