Ex 10-1





 






Exhibit
10.1


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


FORM
OF COMMON STOCK PURCHASE WARRANT


MEDOVEX CORPORATION


	
 Warrant No.
[___]    


	
  Issue Date: _______
__, 2017






                                                                      




THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, _____________ (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 after
the date hereof (the “Initial Exercise
Date”) and on or prior to the close of business on the
five year anniversary of the Final Closing Date under the Purchase
Agreement (the “Termination
Date”) but not thereafter, to subscribe for and
purchase from Medovex Corporation, a Nevada corporation (the
“Company”), up
to ____________ shares (the
“Warrant
Shares”) of Common Stock. The purchase price of one
share of Common Stock under this Warrant shall be equal to the
Exercise Price, as defined in Section 2(b).



Section 1.

Definitions. For the purposes
hereof, in addition to the terms defined elsewhere in this Warrant,
(a) capitalized terms not otherwise defined herein shall have the
meanings set forth in the Purchase Agreement and (b) the following
terms shall have the following meanings:






“Business Day”
means any day except any Saturday, any Sunday, any day which shall
be a federal legal holiday in the United States or any day on which
banking institutions in the State of New York are authorized or
required by law or other governmental action to close.


“Common Stock
Equivalents” means any securities of the Company or
the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for,
or otherwise entitles the holder thereof to receive Common
Stock.


“Fair Market
Value” of one share of Common Stock as of a particular
date shall mean: (i) if traded on a national securities exchange,
the VWAP (as defined below) of the Common Stock of the Company on
such exchange over the five (5) Trading Days ending immediately
prior to the applicable date of valuation; (ii) if quoted on the
OTC Bulletin Board or an over the counter market operated by OTC
Markets Group, Inc or its successor, the average VWAP over the
thirty (30) Trading Days ending immediately prior to the applicable
date of valuation; and (iii) if neither (i) nor (ii) applies, the
Fair Market Value shall be the value thereof, as agreed upon by the
Company and the Holder; provided, however, that if the Company and
the Holder cannot agree on such value, such value shall be
determined by an independent valuation firm experienced in valuing
businesses such as the Company and jointly selected in good faith
by the Company and the Holder. Fees and expenses of the valuation
firm shall be paid for by the Company.




 

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“National Securities
Exchange” means the following markets or exchanges on
which the Common Stock may be listed or quoted for trading on the
date in question: the NYSE MKT, LLC, the Nasdaq Capital Market, the
Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange.


 “Person”
means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.


 “Purchase
Agreement” means, collectively, the Unit Purchase
Agreement, dated as of January __, 2017 and Subscription Agreement,
dated as of January __, 2017, between the Company and the original
Holder, as amended, modified or supplemented from time to time in
accordance with its terms.


“Securities
Act” means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.


“Trading Day”
means a day on which the New York Stock Exchange is open for
business.


“Trading
Market” means the following markets or exchanges on
which the Common Stock is listed or quoted for trading on the date
in question: the NYSE AMEX LLC, the Nasdaq Capital Market, the
Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Bulletin Board.


 “Transaction
Documents” shall have the meaning set forth in the
Purchase Agreement.


“VWAP” means,
for any date, the price determined by the first of the following
clauses that applies: (a) if the Common Stock is then listed or
quoted on a National Securities Exchange, the daily volume weighted
average price of the Common Stock for such date (or the nearest
preceding date) on the trading market on which the Common Stock is
then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. New York City time to 4:02 p.m. New York
City time); (b) if the Common Stock is quoted on any one or more of
the OTC Bulletin Board, or the other OTC markets, including the
OTCQX, OTCQB and OTC Pink markets, the volume weighted average
price of the Common Stock for such date (or the nearest preceding
date) on the OTC Bulletin Board; (c) if the Common Stock is not
then listed or quoted for trading on the OTC Bulletin Board and if
prices for the Common Stock are then reported on the OTC markets,
including the OTCQX, OTCQB and OTC Pink markets, or in the
“Pink Sheets” published by Pink Sheets, LLC (or a
similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the
Common Stock so reported; or (d) in all other cases, the Fair
Market Value of a share of Common Stock as determined by an
independent appraiser selected in good faith by the Subscribers of
a majority in interest of the Securities then outstanding and
reasonably acceptable to the Company, the fees and expenses of
which shall be paid by the Company; provided that in each case
where Bloomberg L.P. data is being relied upon, Holder shall
provide to the Company a copy of such information for the Company's
records.


 




 

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Section 2.

Exercise.







a) 

Exercise of
Warrant.






 


i.
Exercise of the purchase rights represented by this Warrant may be
made, in whole or in part, at any time or times on or after the
Initial Exercise Date and on or before the Termination Date by
delivery to the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered
Holder at the address of the Holder appearing on the books of the
Company) of a duly executed notice of exercise (“Notice of
Exercise”) form attached hereto as Exhibit A; and, within three
(3) Trading Days of the date said Notice of Exercise is delivered
to the Company, the Company shall have received payment of the
aggregate Exercise Price of the shares thereby purchased by wire
transfer or cashier’s check drawn on a United States bank. No
ink-original Notice of Exercise shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of
any Notice of Exercise form be required. Notwithstanding anything
herein to the contrary, the Holder shall not be required to
physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the
Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three
(3) Trading Days of the date the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the
outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases.
In the event of any dispute or discrepancy, the records of the
Company shall be controlling and determinative in the absence of
manifest error.


 


ii. If
at any time after six (6) months from the Initial Exercise Date,
provided that there is no effective registration statement
registering, or no current prospectus available for the resale of
the Warrant Shares by the Holder, then in lieu of the payment
methods set forth in Section 2(a)(i) above, the
Holder may elect to exchange all or some of this Warrant for shares
of Common Stock equal to the value of the amount of the Warrant
being exchanged on the date of exchange.  If Holder
elects to exchange this Warrant as provided in this Section 2(a)(ii), Holder shall
tender to the Company the Warrant for the amount being exchanged,
along with written notice of Holder’s election to exchange
some or all of the Warrant, and the Company shall issue to Holder
the number of shares of the Common Stock computed using the
following formula:


 


X
= Y (A-B)


          
A


 


Where:
  X = the number of
shares of Common Stock to be issued to Holder.


Y
= the number of
shares of Common Stock purchasable under the amount of the Warrant
being exchanged (as adjusted to the date of such
calculation).


A
= the Fair Market
Value of one share of the Common Stock on the date that the notice
of exercise is received by the Company.


B
= Exercise Price (as
adjusted to the date of such calculation).








 


b)           Exercise
Price. The exercise price per share of the Common Stock
under this Warrant shall be $1.50, subject to adjustment hereunder
(the “Exercise
Price”).


 





 




 

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c)           Exercise
Limitations. Holder shall not have the right to exercise any
portion of this Warrant, pursuant to Section 2 or otherwise, to the
extent that after giving effect to such issuance after exercise,
the Holder (together with the Holder’s affiliates, and any
other person or entity acting as a group together with the Holder
or any of the Holder’s affiliates), would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below).
For purposes of this Section, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. Holder is solely
responsible for any schedules required to be filed in accordance
therewith. The Company shall have no obligation to verify or
confirm the accuracy of such filings. In any case, the number of
outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its affiliates since the
date as of which such number of outstanding shares of Common Stock
was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the
issuance of Warrant Shares issuable upon exercise of this Warrant.
The Holder, upon not less than 61 days’ prior notice to the
Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 2(c), provided that the
Beneficial Ownership Limitation may not exceed 9.99% of the number
of shares of the Common Stock outstanding immediately after giving
effect to the issuance of Warrant Shares upon exercise of this
Warrant held by the Holder and the provisions of this Section 2(c)
shall continue to apply, unless the Holder upon not less than 61
days’ prior notice to the Company determines to waive the
Beneficial Ownerhship Limitation requirements described in this
Section 2(c) in its entirety. Any such increase or decrease will
not be effective until the 61st day after such
notice is delivered to the Company. The limitations contained in
this paragraph shall apply to a successor holder of this
Warrant.


 


d)      Mechanics
of Exercise.


i.           Delivery
of Certificates Upon Exercise. Warrant Shares purchased
hereunder shall be transmitted by the Company’s transfer
agent (the “Transfer
Agent”) to the Holder by crediting the account of the
Holder’s prime broker with the Depository Trust Company
through its Deposit Withdrawal Agent Commission
(“DWAC”)
system if the Company is then a participant in such system and
either (A) there is an effective registration statement permitting
the resale of the Warrant Shares by the Holder or (B) the shares
are eligible for resale without volume or manner-of-sale
limitations pursuant to Rule 144, and otherwise by physical
delivery of certificates to the address specified by the Holder in
the Notice of Exercise within four (4) Trading Days from the
delivery to the Company of the Notice of Exercise Form, surrender
of this Warrant (if required) and payment of the aggregate Exercise
Price as set forth above (the “Warrant Share Delivery
Date”). This Warrant shall be deemed to have been
exercised on the date the Exercise Price is received by the
Company. The Warrant Shares shall be deemed to have been issued,
and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Warrant has been exercised by
payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 2(e)(vi)
prior to the issuance of such shares, have been paid, irrespective
of the date of delivery of the Warrant Shares. The Company understands that a delay in the
delivery of the Warrant Shares after the Warrant Share Delivery
Date could result in economic loss to the Holder. As compensation
to the Holder for such loss, the Company agrees to pay (as
liquidated damages and not as a penalty) to the Holder for late
issuance of Warrant Shares upon exercise of this Warrant the
proportionate amount of $10 per Trading Day (increasing to $20 per
Trading Day after the third (3rd)
Trading Day) after the Warrant Share Delivery Date for each $1,000
of Exercise Price of Warrant Shares for which this Warrant is
exercised which are not timely delivered. The Company shall pay any
payments incurred under this Section in immediately available funds
upon demand. Furthermore, in addition to any other remedies which
may be available to the Holder, in the event that the Company fails
for any reason to effect delivery of the Warrant Shares by the
Warrant Share Delivery Date, the Holder may revoke all or part of
the relevant Warrant exercise by delivery of a notice to such
effect to the Company, whereupon the Company and the Holder shall
each be restored to their respective positions immediately prior to
the exercise of the relevant portion of this Warrant, except that
the liquidated damages described above shall be payable through the
date notice of revocation or rescission is given to the
Company. The Company agrees to maintain a transfer agent
that is a participant in the FAST program so long as this Warrant
remains outstanding and exercisable





 




 

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ii.           Delivery
of New Warrants Upon Exercise. If this Warrant shall have
been exercised in part, the Company shall, at the request of a
Holder and upon surrender of this Warrant, at the time of delivery
of the Warrant Shares, deliver to Holder a new Warrant evidencing
the rights of Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.


iii.           Rescission
Rights. If the Company fails to cause the Transfer Agent to
transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will
have the right to rescind such exercise.


iv.           Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon
Exercise. In addition to any other rights available to the
Holder, if the Company fails to deliver to the Holder the
Warrant Shares as required pursuant to
this Warrant and such Holder, or a broker on such Holder’s
behalf, purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by such
Holder of the Warrant Shares that such Holder was entitled to
receive from the Company (a “Buy-In”),
then the Company shall promptly pay in cash to such Holder (in
addition to any remedies available to or elected by such Holder)
the amount by which (a) such Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (b) the aggregate purchase price of the
Warrant Shares delivered to the Company for issuance (which amount
shall be paid as liquidated damages and not as a penalty). For
example, if a Holder purchases shares of Common Stock having a
total purchase price of $11,000 to cover a Buy-In with respect to
Warrant Shares delivered to the Company for issuance having an
aggregate purchase price of $10,000, the Company shall be required
to pay the Holder $1,000, plus interest. The Holder shall provide
the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In. For purposes hereof, the
“purchase price” of a (a) share of Common Stock shall
be $___ per share, and (b) Warrant Share shall be the Exercise
Price.


v.           No
Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which Holder would
otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole
share.


vi. 
      Charges, Taxes and Expenses.
Issuance of Warrant Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in
respect of the issuance, all of which taxes and expenses shall be
paid by the Company, and such Warrant Shares shall be issued in the
name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event
Warrant Shares are to be issued in a name other than the name of
the Holder, this Warrant when surrendered for exercise shall be
accompanied by the assignment form (“Assignment
Form”) attached hereto as Exhibit B duly
executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of
Exercise and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions)
required for same-day electronic delivery of the Warrant
Shares.


vii.              Closing
of Books. The Company will not close its shareholder books
or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.



Section 3.


Intentionally
Omitted.






 




 

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Section 4.

Certain
Adjustments.






a)           Stock
Dividends and Splits. If the Company, at any time while this
Warrant is outstanding: (i) pays a stock dividend or otherwise make
a distribution or distributions on shares of its Common Stock or
any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include
any Warrant Shares issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a
larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a
smaller number of shares or (iv) issues by reclassification of
shares of the Common Stock any shares of capital stock of the
Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after
such event and the number of shares issuable upon exercise of this
Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 4(a) shall become
effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in
the case of a subdivision, combination or
re-classification.


b)           Pro
Rata Distributions. If the Company, at any time while this
Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or
assets (including cash and cash dividends) or rights or warrants to
subscribe for or purchase any security other than the Common Stock,
then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the
record date fixed for determination of stockholders entitled to
receive such distribution by a fraction of which the denominator
shall be the VWAP determined as of the record date mentioned above,
and of which the numerator shall be such VWAP on such record date
less than the per share Fair Market Value at such record date of
the portion of such assets or evidence of indebtedness or rights or
warrants so distributed applicable to one outstanding share of the
Common Stock as determined by the Board of Directors in good faith.
In either case the adjustments shall be described in a statement
provided to the Holder of the portion of assets or evidences of
indebtedness so distributed or such subscription rights applicable
to one share of Common Stock. Such adjustment shall be made
whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.


c)           Fundamental
Transaction. If, at any time while this Warrant is
outstanding, (i) the Company effects any merger or consolidation of
the Company into another Person, (ii) the Company effects any sale
of all or substantially all of its assets in one or a series of
related transactions, (iii) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to
which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property or (iv) the
Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash
or property (each “Fundamental
Transaction”), then, upon any subsequent exercise of
this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental
Transaction, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the
“Alternate
Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction. For purposes of any such
exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the
Company




 

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or
surviving entity in such Fundamental Transaction shall issue to the
Holder a new warrant consistent with the foregoing provisions and
evidencing the Holder’s right to exercise such warrant into
Alternate Consideration. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the
provisions of this Section 4(c) and insuring that this Warrant (or
any such replacement security) will be similarly adjusted upon any
subsequent transaction analogous to a Fundamental Transaction. The
Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the
“Successor
Entity”) to assume in writing all of the obligations
of the Company under this Warrant and the other Transaction
Documents in accordance with the provisions of this Section 3(e)
pursuant to written agreements in form and substance reasonably
satisfactory to the Holder and approved by the Holder (without
unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the Holder, deliver to the Holder in
exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and
substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its
parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but
taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of
such shares of capital stock, such number of shares of capital
stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the
consummation of such Fundamental Transaction), and which is
reasonably satisfactory in form and substance to the Holder. Upon
the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of
this Warrant referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the
Company under this Warrant with the same effect as if such
Successor Entity had been named as the Company herein.


d)          
Calculations. All
calculations under this Section 4 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 4, the number of shares of Common Stock deemed to
be issued and outstanding as of a given date shall be the sum of
the number of shares of Common Stock (excluding treasury shares, if
any) issued and outstanding.


e)           Notice
to Holder.


i.      
      Adjustment to Exercise Price.
Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 4, the Company shall promptly mail to the Holder a
notice setting forth the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such
adjustment.


ii.            
Notice to Allow Exercise
by Holder. If (A) the Company shall declare a dividend (or
any other distribution in whatever form) on the Common Stock, (B)
the Company shall declare a special nonrecurring cash dividend on
or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or
warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any shareholders
of the Company shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger
to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any compulsory
share exchange whereby the Common Stock is converted into other
securities, cash or property, or (E) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of the Company, then, in each case, the Company
shall cause to be mailed to the Holder at its last address as it
shall appear upon the Warrant Register of the Company, at least 20
calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock
of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date
on which such reclassification, consolidation, merger, sale,
transfer


 




 

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or
share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such
notice. The Holder is entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date
of the event triggering such notice.



Section 5.

Transfer of
Warrant.






a)      Transferability.
Subject to compliance with any applicable securities laws and the
conditions set forth in Section 5(d) herein and to the provisions
of the Purchase Agreement, this Warrant and all rights hereunder
(including, without limitation, any registration rights) are
transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in
the form attached hereto duly executed by the Holder or its agent
or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in
such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the
contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this
Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date
the Holder delivers an assignment form to the Company assigning
this Warrant full. The Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.


b)      New
Warrants. This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the
Holder or its agent or attorney. Subject to compliance with Section
5(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice. All Warrants issued on
transfers or exchanges shall be dated the Initial Exercise Date and
shall be identical with this Warrant except as to the number of
Warrant Shares issuable pursuant thereto.


c)      Warrant
Register. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the
“Warrant
Register”), in the name of the record Holder hereof
from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the
contrary.


d)      Transfer
Restrictions. If, at the
time of the surrender of this Warrant
in connection with any transfer of this Warrant, the transfer of
this Warrant shall not be either (i) registered pursuant to an
effective registration statement under the Securities Act and
under applicable state securities or
blue sky laws or (ii) eligible for resale without volume or
manner-of-sale restrictions pursuant to Rule 144, the Company may
require, as a condition of allowing such transfer, that the Holder
or transferee of this Warrant, as the case may be, comply with the
provisions of the Purchase Agreement.



Section 6.


Miscellaneous.






a)      No
Rights as Shareholder Until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise
hereof.





 




 

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b)      Loss,
Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate.


c)      Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may
be taken or such right may be exercised on the next succeeding
Business Day.


d)  
    Authorized Shares.


The
Company covenants that, during the period the Warrant is
outstanding, it will reserve from its authorized and unissued
Common Stock one hundred (100%) of the number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any
purchase rights under this Warrant. In case such amount of Common
Stock is insufficient at any time, the Company shall call and hold
a special meeting to increase the number of authorized shares of
common stock. Management of the Company shall recommend to
shareholders to vote in favor of increasing the number of
authorized shares of common stock.


The
Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the
duty of issuing the Warrant Shares upon the exercise of the
purchase rights under this Warrant. The Company will take all such
reasonable action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the
National Securities Exchange upon which the Common Stock may be
listed. The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by
this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such
issue).


Except
and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation,
amending its amended and restated certificate of incorporation, as
amended, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any
Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such
action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its
obligations under this Warrant.


Before
taking any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction
thereof.


e)      Jurisdiction.
All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be determined in
accordance with the provisions of the Purchase
Agreement.




 

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f)      Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities
laws.


g)      Nonwaiver
and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder’s
rights, powers or remedies, notwithstanding the fact that all
rights hereunder terminate on the Termination Date. If the Company
willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the
Company shall pay to Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.


h)      Notices.
Any notice, request or other document required or permitted to be
given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase
Agreement.


i)      Limitation
of Liability. No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or
privileges of Holder, shall give rise to any liability of Holder
for the purchase price of any Common Stock or as a shareholder of
the Company, whether such liability is asserted by the Company or
by creditors of the Company.


j)   
   Remedies. The Holder, in
addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees
that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this
Warrant and hereby agrees to waive and not to assert the defense in
any action for specific performance that a remedy at law would be
adequate.


k)      Successors
and Assigns. Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders
from time to time of this Warrant and shall be enforceable by the
Holder or holder of Warrant Shares.


l)      Amendment.
This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the
Holder.


m)   
Severability.
Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.


n)      Headings.
The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of
this Warrant.



[Signature Page Follows.]




 

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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above
indicated.


 





	


MEDOVEX CORPORATION


 


 


 


	

By:__________________________________________


     Name:


     Title:


 







 








 







-11-








 











EXHIBIT A


NOTICE
OF EXERCISE



TO:            

MEDOVEX
CORPORATION






(1)           The
undersigned hereby elects to purchase ________ Warrant Shares of
the Company pursuant to the terms of the attached Warrant and
tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.


(2)           Please
issue said Warrant Shares in the name of the undersigned or in such
other name as is specified below:



                                 

_______________________________






The
Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:



                                 

_______________________________







                                 

_______________________________







                                 

_______________________________







                       

(3) Accredited Investor. The
undersigned is an “accredited investor” as defined in
Regulation D promulgated under the Securities Act of 1933, as
amended.






 


[SIGNATURE OF
HOLDER]





Name of
Investing Entity:
________________________________________________________________________


Signature of Authorized Signatory of Investing
Entity:
_________________________________________________


Name of
Authorized Signatory:
___________________________________________________________________


Title
of Authorized Signatory:
____________________________________________________________________


Date:
________________________________________________________________________________________


 


 




 

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EXHIBIT B


ASSIGNMENT
FORM


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do not
use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned
to


 


_______________________________________________
whose address is


____________________________________________________________.


 


____________________________________________________________



                                                                            

Dated:
______________, _______






	
 

	

 

	

 


	Holder's Signature:
	
_____________________________________
	

 


	
 

	

 

	

 


	
Holder's Address:


	

_____________________________________

	

 


	
 

	

 


_____________________________________



	

 






  


Signature
Guaranteed:
___________________________________________


NOTE:
The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company. Officers of corporations and those acting in
a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.




 

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