Standard Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2017, between PAVmed Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PAVMED INC., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE (1)Indenture • September 10th, 2020 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
PAVMED INC. 9,782,609 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • February 24th, 2021 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
PAVmed Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 9,782,609 shares of its common stock, par value $0.001 per share (the “Shares”). The 9,782,609 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,467,391 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Cantor, as Underwriter, and th
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2022 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2022, is by and among PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2019, is by and among PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2018 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, PAVmed, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2023 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement, made and entered into effective as of [________] (“Agreement”), by and between PAVmed Inc., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
PAVMED, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • May 21st, 2018 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2017, between PAVmed Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 4th, 2022 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
SECURITY AND PLEDGE AGREEMENT, dated as of April 4, 2022 (this “Agreement”), made by PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”), and each of the undersigned direct and indirect Significant Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of [●], in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of March 31, 2022 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
SECOND AMENDED AND RESTATED GUARANTYGuaranty • August 6th, 2020 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This SECOND AMENDED AND RESTATED GUARANTY, dated as of August 5, 2020 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreements (each as defined below).
SERIES Z WARRANT AGREEMENTWarrant Agreement • February 20th, 2018 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
Agreement made as of [●], 2018 between PAVmed Inc., a Delaware corporation, with offices at One Grand Central Place, Suite 4600, New York, New York 10165 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, 30th Floor, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2017, by and among PAVmed Inc., a Delaware corporation, with headquarters located at One Grand Central Place, Suite 4600, New York, New York 10165 (the “Company”), and the undersigned purchasers (each, a “Purchaser”, and collectively, the “Purchasers”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2019, by and among PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”) and the investor signatory hereto (the “Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement, made and entered into as of the 20th day of March, 2017 (“Agreement”), by and between PAVmed Inc., a Delaware corporation (“Corporation”), and Dennis M. McGrath (“Indemnitee”):
Lishan Aklog, M.D. Chairman & Chief Executive Officer PAVmed Inc. One Grand Central Place, Suite 4600 New York, NY 10165 Dear Dr. Aklog:Placement Agent Agreement • April 12th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and PAVmed Inc. (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered shares (the “Shares” or the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be collectively referred to herein as the “Transacti
VOTING AGREEMENTVoting Agreement • April 4th, 2022 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
VOTING AGREEMENT, dated as of April 4, 2022 (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 “Stockholder”).
MASTER NETTING AGREEMENTMaster Netting Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
MASTER NETTING AGREEMENT (the “Agreement”), dated as of November 4, 2019, by and among PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2023 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 18. 2022 is entered into between Michael Gordon (“Executive”), and PAVmed Inc., a Delaware corporation having its principal office at One Grand Central Place, Suite 4600, New York, New York 10165 (“Company”) to become effective immediately.
ContractPurchase Option Agreement • October 5th, 2018 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE EFFECTIVE DATE.
SELLING AGENCY AGREEMENTSelling Agency Agreement • January 22nd, 2016 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2016 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
AGREEMENT dated as of July 1, 2016 between Brian deGuzman, residing at ____________________________ (“Executive”), and PAVmed Inc., a Delaware corporation having its principal office at One Grand Central Place, Suite 4600, New York, New York 10165 (“Company”);
Subscription AgreementSubscription Agreement • January 6th, 2021 • PAVmed Inc. • Surgical & medical instruments & apparatus
This subscription agreement (this “Subscription”) is dated as of the date set forth on the signature page hereto, 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:
SERIES X-1 COMMON STOCK PURCHASE WARRANT PAVMED inc.Warrant Agreement • December 21st, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
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 later of (i) the date the final stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or a successor rule allowing for the issuance of certain of the Securities being issued under the Purchase Agreement (as defined below) and (ii) October 31, 2018 (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. 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). This Warra
Lishan Aklog, M.D. Chairman & Chief Executive Officer PAVmed Inc. One Grand Central Place, Suite 4600 New York, NY 10165 Dear Dr. Aklog:Placement Agent Agreement • December 18th, 2020 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”) Lake Street Capital Markets LLC (“Lake Street”, and together with Maxim, the “Placement Agents”) and PAVmed Inc. (the “Company”), pursuant to which Maxim shall serve as the lead exclusive placement agent and Lake Street shall serve as co-placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered shares (the “Shares” or the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agents would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the doc
TERMINATION AGREEMENTTermination Agreement • March 14th, 2023 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This Termination Agreement (this “Termination Agreement”) is entered as of February 10, 2023 (the “Effective Date”), by and among ResearchDx, Inc., a California corporation (“ResearchDx”), Lucid Diagnostics Inc., a Delaware corporation (“Lucid Diagnostics”), and LucidDx Labs Inc., a Delaware corporation (“LucidDx Labs”). Each of ResearchDx, Lucid Diagnostics and LucidDx Labs is referred to herein as a “Party” and, collectively, as the “Parties”.
Subscription AgreementSubscription Agreement • April 12th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus
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:
VOTING AGREEMENTVoting Agreement • April 12th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
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”).
NOTE AND SECURITIES PURCHASE AGREEMENT by and among PAVMED INC., as Company and SCOPIA HOLDINGS LLC, as Purchaser Dated as of June 30, 2017Note and Securities Purchase Agreement • July 6th, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND SECURITIES PURCHASE AGREEMENT (as amended, restated, supplemented or modified from time to time, this “Agreement”) dated as of June 30, 2017, among PAVmed Inc., a Delaware corporation (the “Company”) and Scopia Holdings LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”).
PAVMED INC. STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2023 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCK OPTION AGREEMENT is made as of the Grant Date by and between PAVmed Inc., a Delaware corporation (the “Company”), and Grantee.
STOCK OPTION AGREEMENTStock Option Agreement • May 22nd, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCK OPTION AGREEMENT is made as of the 20th day of March, 2017 (the “Grant Date”) by and between PAVmed Inc., a Delaware corporation (the “Company”), and Dennis M. McGrath (“Grantee”).
COMPANY LETTERHEAD]Leak-Out Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus
PAVMED INC. One Grand Central Place, Suite 4600 New York, New York 10165Consulting Agreement • October 14th, 2016 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This letter agreement (this “Agreement”) will confirm the terms and conditions of the consulting arrangement between PAVMed Inc. (the “Company”) and Michael Glennon (“Consultant”):
NOTE AND GUARANTY SECURITY AGREEMENTNote and Guaranty Security Agreement • July 6th, 2017 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE AND GUARANTY SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of June 30, 2017, by and among PAVMED INC a Delaware corporation, (the “Borrower”), the other Grantors (as defined below), and the Noteholders from time to time party hereto, including SCOPIA HOLDINGS LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”) on behalf of the Secured Parties (as defined below).
Subscription AgreementSubscription Agreement • May 8th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus
This subscription agreement (this “Subscription”) is dated May 8, 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:
