ContractPurchase Option Agreement • November 20th, 2015 • 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 CLOSING DATE OF THE SALE OF UNITS OF THE INITIAL PUBLIC OFFERING OF PAVMED, INC. (“CLOSING DATE”). THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE CLOSING DATE.
SELLING AGENCY AGREEMENTSelling Agency Agreement • November 20th, 2015 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
Introduction. This agreement (this “Agreement”) constitutes the agreement between PAVmed, Inc., a Delaware corporation (the “Company”), on the one hand, and Tripoint Global Equities, LLC (“Tripoint”) and The Benchmark Company, LLC (“Benchmark”; and together with Tripoint, the “Selling Agents” and each a “Selling Agent”), on the other hand, pursuant to which the Selling Agents shall serve as agents for the Company in connection with the proposed Offering (as defined below) of up to an aggregate of $10,000,000.00 (the “Maximum”) of units of the Company (“Units”), each Unit consisting of one share of common stock, par value $0.001 per share (“Common Stock”), and one warrant (the “Warrant”) to purchase one share of Common Stock, to various investors (each an “Investor” and collectively, the “Investors”). The units, Common Stock and Warrants are collectively referred to herein as the “Securities.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2015 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
AGREEMENT dated as of October 8, 2015 between Richard Fitzgerald, residing at 330 Bair Road, Berwyn, Pennsylvania 19312 (“Executive”), and PAVmed Inc., a Delaware corporation having its principal office at 420 Lexington Avenue, Suite 300, New York, New York 10170 (“Company”);
PAVMED INC.Employment Agreement • November 20th, 2015 • PAVmed Inc. • Surgical & medical instruments & apparatus
This letter will serve to amend the Employment Agreement (“Employment Agreement”), dated as of October 24, 2014 and amended on April 8, 2015, between you and PAVmed Inc.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 20th, 2015 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
This MANAGEMENT SERVICES AGREEMENT dated as of November 17, 2015 and effective as of October 27, 2015 is between PAVmed Inc. (“Company”), a Delaware corporation with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170, and HCP/Advisors LLC, a limited liability company with offices at 747 Third Avenue, New York, New York (“HCP”);
