0001493152-19-016387 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 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 each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of November 4, 2019 (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 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 Noteholders (as defined below) party to (i) the Securities Purchase Agreement, dated as of December 27, 2018 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “2018 Securities Purchase Agreement”), and (ii) the Securities Purchase Agreement, dated as of November 3, 2019 (as amended, modified, supplemented, extended,

AMENDED AND RESTATED GUARANTY
Guaranty • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York

This AMENDED AND RESTATED GUARANTY, dated as of November 4, 2019 (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).

NOTE PURCHASE AGREEMENT
Note 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”).

VOTING AGREEMENT
Voting Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York

VOTING AGREEMENT, dated as of November __, 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 “Stockholder”).

MASTER NETTING AGREEMENT
Master 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”).

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Leak-Out Agreement • November 4th, 2019 • PAVmed Inc. • Surgical & medical instruments & apparatus
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