Exhibit
4.8


 


FORM
OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


	RIGHTS
    CERTIFICATE # [______]	NUMBER
    OF RIGHTS: [______]


 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED May
[__], 2018, AS AMENDED (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS
ARE AVAILABLE UPON REQUEST FROM MORROW SODALI LLC, THE INFORMATION AGENT.


 


PAVMED
INC.


(Incorporated
under the laws of the State of Delaware)


 


SUBSCRIPTION
RIGHTS CERTIFICATE


 


Evidencing
non-transferable Subscription Rights to purchase Units, each Unit consisting of one share of our common stock and one Series Z
Warrant


Subscription
Price: $2.25 per Unit


 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON JUNE [__], 2018


 


SUBJECT
TO EXTENSION OR EARLIER TERMINATION.


 


THIS
CERTIFIES THAT:


 


The
registered owner whose name is inscribed hereon is the owner of the number of subscription rights (“Subscription Rights”)
set forth above (subject to the pro rata reductions as described in the Prospectus resulting from the Subscription Cap (as defined
below)). Each Subscription Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Right”)
one unit at a price of $2.25 per Unit (the “Subscription Price”), pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the Prospectus including the fact that PAVmed Inc.
(the “Company”) will only accept subscriptions for 9,000,000 units (the “Subscription Cap”).
Each unit, which the Company refers to as a “Unit” consists of one share of our common stock, par value of $0.001,
and one Series Z Warrant. Each Series Z Warrant will be exercisable for one share of our common stock, par value of $0.001. Holders
who fully exercise their Basic Subscription Rights are entitled to subscribe for additional Units that remain unsubscribed for
as a result of any unexercised Basic Subscription Rights pursuant to the terms and conditions of the Rights Offering (including
the pro rata reductions described in the Prospectus resulting from the Subscription Cap) at the Subscription Price (the “Over-subscription
Privilege”). The Subscription Rights represented by this Subscription Rights Certificate may be exercised by completing
the appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each Unit. If
the Company is unable to issue the subscriber the full amount of Units requested, the Subscription Agent will return to the subscriber
any excess funds submitted as soon as practicable, without interest or deduction.


This
Subscription Rights Certificate is not valid unless countersigned by Continental Stock Transfer & Trust Company, the Subscription
Agent.


 


WITNESS
the seal of PAVmed Inc. and the signatures of its duly authorized officers.


 


Dated:
May [__] , 2018


 


	Lishan
    Aklog, M.D.	 	Dennis M McGrath 
	Chairman
    & Chief Executive Officer	 	Executive Vice President Chief Financial Office Corporate Secretaryr
	 	 	 	 
	 	 	COUNTERSIGNED AND REGISTERED:
	 	 	 	 
	 	 	By:
    	 
	 	 		Continental
    Stock Transfer & Trust Company


 




    	 	 	 



    	 



    

 


FORM
ELECTION TO PURCHASE


 


PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 


The
registered holder of this Subscription Rights Certificate is entitled to exercise the number of Subscription Rights shown in the
upper right hand corner of the Subscription Rights Certificate and may subscribe for additional Units upon the terms and conditions
specified in the Prospectus. The undersigned hereby represents, in connection with this election, that the undersigned has not
since the Record Date (as defined in the Prospectus) entered into any short sale or similar transaction with respect our common
stock. The undersigned hereby notifies the Subscription Agent of its irrevocable election to subscribe for Units in the following
amounts. To subscribe for Units pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To subscribe
for additional Units pursuant to your Over-subscription Privilege, please also complete line (b).


 


	(a)	EXERCISE
    OF BASIC SUBSCRIPTION RIGHT:


 


	Basic Subscription Right:	 	X	 	$	2.25	 	 	=	 	$		 
	Number of Units	 	 	 	 	Subscription price	 	 	 	 	 	Payment enclosed	 






 


	(b)	EXERCISE
    OF OVER-SUBSCRIPTION PRIVILEGE: If you have exercised your Basic Subscription Right in full, you may subscribe for additional
    Units pursuant to your Over-subscription Privilege


 


	Over-Subscription Privilege:	 	X	 	$	2.25	 	 	=	 	$		 
	Number of Units	 	 	 	 	Subscription price	 	 	 	 	 	Payment enclosed	 



 








	(c)	TOTAL
    AMOUNT OF PAYMENT ENCLOSED $


 


	(d)	IF
    YOU SPOKE WITH A BROKER WHO SOLICITED SUCH EXERCISE, PLEASE INDICATE THE NAME OF THE PERSON YOU SPOKE WITH: _____________


 


	METHOD
    OF PAYMENT (CHECK ONE):	 	[  ]	 	CERTIFIED
    CHECK DRAWN ON A U.S. BANK, payable to “Continental Stock Transfer & Trust Company, as Subscription Agent for PAVmed
    Inc.”
	 	 	 
	 	 	[  ]	 	Wire
    transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company,
    as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at __________, ABA: ________, Account
    #: ________ FBO PAVmed Inc., with reference to the name of the Subscription Rights holder.
	 	 	 
	 	 	[  ]	 	U.S.
    POSTAL MONEY ORDER, payable to “Continental Stock Transfer & Trust Company, as Subscription Agent PAVmed Inc.”
	 	 	 
	 	 	[  ]	 	UNCERTIFIED
    PERSONAL CHECK, payable to “Continental Stock Transfer & Trust Company, as Subscription Agent for PAVmed Inc.”
    (which must clear before the Expiration Date to be considered a valid form of payment; please see Prospectus and Instructions)


 


I
acknowledge receipt of the Prospectus in connection with the Rights Offering and agree to its terms. I agree to cooperate with
the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the
Subscription Rights.


 





 


	Signature(s)
    of Subscriber(s)	 	Signature(s)
    of Subscriber(s)
	 	 	 
	Address:	 	Address:


 


IMPORTANT:
THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS
CERTIFICATE. If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, officer(s) of
a corporation or another acting in a fiduciary or representative capacity, please print name and title of authorized signer.


 




    	 	 	 



    	 



    

 





FOR
INSTRUCTIONS ON THE USE OF PAVMED INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW SODALI LLC., THE INFORMATION AGENT, AT:


 


Morrow
Sodali LLC


470
West Avenue


Stamford,
Connecticut 06902


Stockholders
please call toll-free: (800) 662-5200


Banks
and Brokerage Firms please call: (203) 658-9400


Email:
PAVM.info@morrowsodali.com