The
sale, transfer assignment or other disposition of the Warrant represented hereby, whether voluntary, involuntary, or by operation
of law, is subject to substantial restrictions on transfer as set forth in a Purchase Agreement among PAVmed Inc. and purchasers
of certain securities thereunder. Copies of such agreement may be obtained from PAVmed Inc. by requesting such agreement in writing
addressed to the Chief Executive Officer of PAVmed at its principal executive offices or by inspecting them at such office.


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE OR EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OR EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


SERIES
A-1


COMMON
STOCK PURCHASE WARRANT


 


PAVMED
inc.


 


Warrant
Shares: _______


 


THIS
COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time after the date the stockholder approval referred to in Section 2 has been obtained and is effective (the
“Initial Exercise Date”) and on or prior to the close of business on April 30, 2024 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from PAVmed Inc., a Delaware corporation (the “Company”),
up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock or to exchange
this Warrant for Series X Warrants in the form attached as Exhibit A (the “Series X Warrants”) (the Series
X Warrants, collectively, the “Exchange Warrants”) as set forth in Section 3. The purchase price of one share
of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Each Warrant then exercisable
for one (1) full Warrant Share shall be exchangeable for four (4) Series X Warrants each then exercisable for one (1) full share
of Common Stock.


 




    	 	1	 



     


    

 


This
Warrant is one of a series of warrants issued in a private placement of the Company’s securities (collectively, the “Series
A-1 Warrants”).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 4, 2017, among the Company and
the purchasers signatory thereto.


 


Section
2. Exercise.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time up to and including the Termination Date by delivery to the Company (or such other office or agency of the Company as it
may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed copy of the Notice of Exercise in the form annexed hereto and this original Warrant being exercised. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization of any Notice
of Exercise form be required) unless required by the Company’s Transfer Agent. If this Warrant has not been exercised in
full, within three (3) Trading Days from the Warrant Share Delivery Date, the Company shall issue a new Series A-1 Warrant, dated
as of the date of this Warrant, for the number of unexercised Warrant Shares which were not purchased under the Series A-1 Warrant
which was surrendered. Under no circumstances will the Company be required to net cash settle this Warrant upon its exercise,
or to pay any liquidated damages on account of any failure to satisfy any of its obligations under this Warrant.


 


b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $6.67, subject to adjustment
hereunder (the “Exercise Price”).


 


c)
Cashless Exercise. If at any time after the six (6) month anniversary of the date of the Closing, there is no effective
Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then
this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:


 


(A)
= the average of the VWAP for the ten (10) Trading Days immediately preceding the date on which Holder elects to exercise this
Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this
Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 




    	 	2	 



     


    

 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act and the holding period of this Warrant may be tacked on to the holding period of the Warrant Shares for
purposes of Rule 144 under the Securities Act. The Company agrees not to take any position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c). In no event, however, shall any cashless exercise occur if the Exercise Price is greater than the
VWAP which would apply on the Termination Date.


 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent
to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after
the delivery to the Company of both the Notice of Exercise and this original Warrant being exercised (such date, the “Warrant
Share Delivery Date”). Within three (3) Trading Days of the date said Notice of Exercise and this Warrant are delivered
to the Company or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) above, the Warrant Shares
shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date this Warrant has been exercised, with payment to the
Company of the Exercise Price by a certified check drawn on a United States Bank or wire transfer (or by cashless exercise, if
permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such
shares, having been paid


 


ii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 




    	 	3	 



     


    

 


iii.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


iv.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by
the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.


 


v.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


Section
3. Exchange.


 


a)
Exchange of Warrant. Exchange of the Warrant may be made, beginning on the Initial Exercise Date up to and including the
Termination Date, in whole or in part, by exchanging this Warrant for four (4) Series X Warrants, by delivery to the Company (or
such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of
the Holder appearing on the books of the Company) of a duly executed copy of a Notice of Exchange in the form annexed hereto and
this original Warrant. Within three (3) Trading Days of the date said Notice of Exchange and this Warrant are delivered to the
Company, the Company shall issue to the Holder the Series X Warrants and a new Series A-1 Warrant representing the number of initial
shares issuable thereunder if this Warrant is not being exchanged in full. No ink-original Notice of Exchange shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exchange form be required unless
otherwise required by the Company’s Transfer Agent.


 




    	 	4	 



     


    

 


b)
Mechanics of Exchange.


 


i.
Delivery of Exchange Warrants Upon Exchange. Exchange Warrants issuable hereunder shall be delivered by physical delivery
of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of
Exchange Warrants to which the Holder is entitled pursuant to such exchange to the address specified by the Holder in the Notice
of Exercise by the date that is three (3) Trading Days after the delivery to the Company of the Notice of Exchange and this original
Warrant (such date, the “Exchange Warrant Delivery Date”). The Exchange Warrants shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of
such Exchange Warrant for all purposes, as of the date the Warrant has been exchanged. If the Company fails for any reason to
deliver to the Holder the Exchange Warrants subject to a Notice of Exchange by the Exchange Warrant Delivery Date, Company shall
pay to the Holder amounts consistent with amounts that would be due under Section 2(d)(i) and (iv). If this Warrant shall have
been exchanged in part, the Company shall within three (3) Trading Days of the Exchange Warrant Delivery Date, deliver to the
Holder a new Warrant evidencing the rights of the Holder to exchange or exercise the balance of this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.


 


ii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Exchange Warrants pursuant
to Section 3(b)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exchange.


 


iii.
No Exchange Warrants for Fractional Shares or Scrip. No Exchange Warrants exercisable for fractional shares or scrip representing
fractional shares shall be issued upon the exchange of this Warrant. As to any fraction of a share which the Holder would otherwise
be entitled to purchase upon such exchange and the exercise of the Exchange Warrant, the Company shall, at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the difference between
the exercise price of such warrant and the current Trading Price of the Common Stock or round up to the next whole share.


 


iv.
Charges, Taxes and Expenses. Issuance of Exchange Warrants shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of Exchange Warrants, all of which taxes and expenses shall
be paid by the Company, and such Exchange Warrants shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event that Exchange Warrants are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exchange shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for
any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice
of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Exchange Warrants.


 




    	 	5	 



     


    

 


v.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exchange
of this Warrant, pursuant to the terms hereof.


 


Section
4. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock
Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of
this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by
way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event
of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section
4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, immediately before the date of which a record is taken for such Distribution, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.


 




    	 	6	 



     


    

 


c)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%)
or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under
this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(c) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to
the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,
the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 




    	 	7	 



     


    

 


d)
Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


e)
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall
promptly deliver to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


f)
Notice to Allow Exercise by Holder. In
the event (i) that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at
the time issuable upon exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other
distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital
stock of any class or any other securities, to receive any other security or to participate in any offer made to all holders Common
Stock as a class; or (ii) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company,
any consolidation or merger of the Company with or into another Person, or sale of all or substantially all of the Company’s
assets to another Person; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then,
and in each such case, the Company shall send or cause to be sent to the Holder at least twenty (20) days prior to the applicable
record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the
case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description
of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective
date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed
to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken
with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon
exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities)
for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, and the amount per share and character of such exchange applicable to this Warrant and the Warrant
Shares.


 




    	 	8	 



     


    

 


Section
5. Transfer of Warrant.


 


a)
Transferability. This Warrant shall only be transferable to the extent set forth in Section 4.1 of the Purchase Agreement.
Upon any such transfer, the Holder shall surrender this Warrant for transfer and, the Company shall execute and deliver a new
Warrant or Warrants in the name of the transferee or transferee and in the denominations specified in such instrument of assignment,
and shall issue to the Holder a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall
promptly be cancelled.


 


b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


c)
Warrant Register. The Company shall register or shall cause this Warrant to be registered, upon records to be maintained
by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.
The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
6. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 4.


 




    	 	9	 



     


    

 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of this Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


d)
Authorized Shares.


 


The
Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 




    	 	10	 



     


    

 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Purchase Agreement.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding
the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.


 


h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 




    	 	11	 



     


    

 


k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)
Applicable Law. The validity, interpretation, and performance of this Offering shall be governed in all respects by the
laws of Delaware, 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 claims against it arising out of or relating
in any way to this Offering 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 tot such jurisdiction, which jurisdiction shall be exclusive.


 


m)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the holders of Series A-1 Warrants representing at least two-thirds of the shares of Common Stock issuable upon exercise of
such Series A-1 Warrants.


 


n)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


o)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


(Signature
Page Follows)


 




    	 	12	 



     


    




 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	PAVMED
    inc.
	 	 
	 	By:	 
	 	Name:	Dr.
    Lishan Aklog
	 	Title:	Chairman
    and Chief Executive Officer


 




    	 	13	 



     


    

 


NOTICE
OF EXERCISE


 


To:
PAVMED inc.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


[  ]
[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	_______________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


	 	_______________________________


 


	 	_______________________________


 


	 	_______________________________


 





(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.


 


	[SIGNATURE
    OF HOLDER]
	 
	Name
    of Investing Entity: 
	 
	Signature
    of Authorized Signatory of Investing Entity: 
	 
	Name
    of Authorized Signatory:
	 
	Title
    of Authorized Signatory:
	 
	Date:

                                                                            

	


 




    	 	14	 



     


    

 


NOTICE
OF EXCHANGE


 


To:
PAVMED inc.


 


(1)
The undersigned hereby elects to exchange Warrants currently exercisable for ____ shares of Common Stock for Exchange Warrants
of the Company, each exercisable for the same number of shares of Common Stock for which the Warrant is currently exercisable
pursuant to the terms of the attached Warrant.


 


(2)
Please issue said Exchange Warrants in the name of the undersigned or in such other name as is specified below:


 


	 	_______________________________


 


The
Exchange Warrants shall be delivered to the following address:


 


	 	_______________________________


 


	 	_______________________________


 


	 	_______________________________


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.


 


	[SIGNATURE
    OF HOLDER]
	 
	Name
    of Investing Entity:
	 
	Signature
    of Authorized Signatory of Investing Entity: 
	 
	Name
    of Authorized Signatory: 
	 
	Title
    of Authorized Signatory: 
	 
	Date:

                                                                            

	



 



    	 	15	 



     


    

 


EXHIBIT
A


 


SERIES
X WARRANT


 




    	 	16	 



     


    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	
	 	 	(Please Print)
	Address:	 	
	 	 	(Please Print)
	Dated:_______________ ____, _______	 	 
	Holder’s Signature:______________________________________	 	 
	Holder’s Address:__________________________________	 	 







 


 




    	 	17