Form of Unit Certificate

EX-4.9 3 ex4-9.htm

 

Exhibit 4.9

 

NUMBER   UNITS
     
U-__________    
     
     
SEE REVERSE FOR CERTAIN DEFINITIONS    

 

 

INCORPORATED UNDER THE LAWS OF DELAWARE

 

CUSIP 70387R 304

 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND

ONE SERIES Z WARRANT

 

THIS CERTIFIES THAT ________________________ is the owner of _______________ Units.

 

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.001 per share (“Common Stock”), of PAVmed Inc., a Delaware corporation (the “Company”), and one (1) Series Z Warrant (the “Series Z Warrant(s)”). Each Series Z Warrant entitles the holder to purchase one share of Common Stock for $3.00 per share from the date the Series Z Warrant is issued through its expiration on April 30, 2024, or earlier upon certain redemption provisions. If the Units qualify for listing on the Nasdaq Capital Market (“Nasdaq”), the Common Stock and Series Z Warrant(s) comprising the Unit(s) will not trade as a separate security for up to ninety days after the date of issuance. If the Units do not qualify for listing on Nasdaq, the Common Stock and Series Z Warrants will be issued as separate securities and will separately trade upon issuance. The terms of the Series Z Warrants are governed by a Warrant Agreement, dated as of April 2, 2018, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street Plaza, 30th Floor, New York, New York 10004, and are available to any Series Z Warrant holder on written request and without cost.

 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

 

Dated:

 

  
CHAIRMAN SECRETARY

 

   
 

 

PAVmed Inc.

 

The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM – as tenants in common UNIF GIFT MIN ACT - _____ Custodian ______
TEN ENT – as tenants by the entireties   (Cust) (Minor)
JT TEN – as joint tenants with right of survivorship under Uniform Gifts to Minors
  and not as tenants in common Act ______________
      (State)  

 

Additional Abbreviations may also be used though not in the above list.

 

For value received, ___________________________ hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER    
IDENTIFYING NUMBER OF ASSIGNEE    
     
     
     

 

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

 

 

 

  Units

 

represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

  Attorney

to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

 

Dated    

 

     
  Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed:

   

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION

(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

PURSUANT TO S.E.C. RULE 17Ad-15).