Material Agreement Form 8 K

On November 22, 2024, Lucid Diagnostics Inc. ("Lucid"), a subsidiary of PAVmed Inc. (the "Company"), closed on the sale of $21.95 million in principal amount of Lucid's Senior Secured Convertible Notes (collectively, the "Lucid 2024 Convertible Notes"), in a private placement, to certain accredited investors (the "Lucid 2024 Note Investors"). The sale of the Lucid 2024 Convertible Notes was completed pursuant to the terms of the previously disclosed Securities Purchase Agreement, dated as of November 12, 2024 (the "Lucid 2024 SPA"), between Lucid and the 2024 Note Investors. In connection with the closing, Lucid and/or its subsidiaries entered into the following agreements: (i) a Registration Rights Agreement (the "Registration Rights Agreement"), (ii) a Guaranty (the "Guaranty"), and (iii) a Security and Pledge Agreement (the "Pledge Agreement"). Lucid used a portion of the proceeds from the sale of the 2024 Convertible Notes to repay Lucid's Senior Convertible Note (the "Lucid 2023 Convertible Note") issued pursuant to that certain Securities Purchase Agreement, dated as of March 13, 2023. Lucid realized gross proceeds of $21.95 million and, after giving effect to the repayment in full of the Lucid 2023 Convertible Note, net proceeds of $18.3 million from the sale of the Lucid 2024 Convertible Notes.

The transaction and the Lucid 2024 SPA, Lucid 2024 Convertible Notes, Registration Rights Agreement, Guaranty and Pledge Agreement are more fully described in Lucid's Current Reports on Form 8-K filed on November 12, 18 and 29, 2024, and such description is incorporated herein by reference.

The descriptions of the 2024 Convertible Notes, 2024 SPA, Registration Rights Agreement, Guaranty and Pledge Agreement are qualified in their entirety by reference to the full text of the forms of such documents, copies of which are incorporated by reference as Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

The forms of the 2024 Convertible Notes, 2024 SPA, Registration Rights Agreement, Guaranty and Pledge Agreement have been incorporated by reference to provide investors and security holders with information regarding their terms. The agreements are not intended to provide any other factual information about the Company or Lucid. The representations, warranties and covenants contained in the agreements are being made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.