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”).
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).
FORM OF WARRANT]Common Stock Purchase • July 6th, 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 on or prior to the close of business on June 30, 2032 (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 U.S.$0.01. This Warrant is one of a series of warrants issued in a private placement of the Company’s securities (collectively, the “Series S Warrants”).
