Exhibit
4.9


 


	NUMBER	 	UNITS
	 	 	 
	U-__________	 	 
	 	 	 
	 	 	 
	SEE
    REVERSE FOR CERTAIN DEFINITIONS	 	 


 





 


INCORPORATED
UNDER THE LAWS OF DELAWARE


 





CUSIP
70387R 304


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND


ONE
SERIES Z WARRANT


 


THIS
CERTIFIES THAT ________________________ is the owner of _______________ Units.


 


Each Unit (“Unit”)
consists of one (1) share of common stock, par value $.001 per share (“Common Stock”), of PAVmed Inc., a Delaware
corporation (the “Company”), and one (1) Series Z Warrant (the “Series Z Warrant(s)”). Each Series
Z Warrant entitles the holder to purchase one share of Common Stock for $3.00 per share from the date the Series Z
Warrant is issued through its expiration on April 30, 2024, or earlier upon certain redemption provisions. The Common Stock and
Series Z Warrant(s) comprising the Unit(s) will not trade as a separate security for up to ninety days after the date of
issuance. The terms of the Series Z Warrants are governed by a Warrant Agreement, dated as of April 2, 2018, between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 1 State Street Plaza, 30th Floor, New York, New York 10004,
and are available to any Series Z Warrant holder on written request and without cost.




 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


	Dated:

                                                                                 
		 
	CHAIRMAN		SECRETARY


 




    	 	 	 



    	 



    

 


PAVmed
Inc.


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	TEN
    COM –	as
    tenants in common	UNIF
    GIFT MIN ACT -	_____
    Custodian ______
	TEN
    ENT –	as
    tenants by the entireties	 	(Cust)	(Minor)





	JT
    TEN –	as
    joint tenants with right of survivorship	under
    Uniform Gifts to Minors
	 	and
    not as tenants in common	Act
    ______________
	 	 	 	(State)	 


 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell, assign and transfer unto


 


	PLEASE
    INSERT SOCIAL SECURITY OR OTHER	 	 
	IDENTIFYING
    NUMBER OF ASSIGNEE	 	 
	 	 	 
	 	 	 
	 	 	 





 


 


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 





 


 








 





	 	Units


 


represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


	 	Attorney


to
transfer the said Units on the books of the within named Company will full power of substitution in the premises.


 


	Dated
    	 	 


 


	 	 	 
	 	Notice:	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
    without alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:





	 	 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION


(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH


MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,


PURSUANT
TO S.E.C. RULE 17Ad-15).