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Exhibit 4.5



FOURTH AMENDMENT TO MODIFICATION AGREEMENT


 


This
Fourth Amendment to Modification Agreement (this
“Amendment”) is made and entered into as of this
30th day
of November, 2016 by and among Medovex Corporation, a Nevada
corporation with its principal offices at 3729 Hardee Avenue,
Atlanta, Georgia 30341 (“MDVX” or the
“Company”), Steve Gorlin, an individual with an address
of 1234 Airport Rd, #105, Destin, FL 32541 (“Gorlin”),
NADG Investment LLLP, a limited liability limited partnership with
offices at 2851 John St. Ste One, Markham Ontario L3R5R7 Canada
(“NADG”), and Jesse Crowne, an individual with an
address at 2159 S. 1899 E., Salt Lake City, UT 84106
(“Crowne”) . Gorlin, NADG, Crowne and the Company are
referred to individually as a “Party” and collectively
referred to as the “Parties”.


 



W I T N E S S E T H:


 


WHEREAS, Gorlin purchased from the
Company $2.0 million of the Company's 5.5% Convertible Promissory
Notes due November 9, 2017 (the “Maturity Date”), on
November 9, 2015 (the “Note”), payable $1.0 million on
November 9, 2015 and $1.0 million no later than March 1, 2016, and,
in connection therewith, received warrants, dated November 9, 2015
to purchase 500,000 shares of Common Stock of the Company (the
“Warrants”);


 


WHEREAS, Gorlin and the Company entered
into that certain Modification Agreement dated January 25, 2016, as
amended by the Amendment to the Modification Agreement dated
February 16, 2016 (the “First Amendment”), as further
amended by the Second Amendment to the Modification Agreement dated
March 25, 2016 (the “Second Amendment”), and as further
amended by the Third Amendment to the Modification Agreement dated
November 1, 2016 (the “Third Amendment”);


 


WHEREAS, the Modification Agreement
originally provided, inter alia, that (i) the $1,000,000 then
currently advanced by Gorlin under the Note would convert at $1.75
per share into an aggregate of 571,429 shares of Common Stock of
the Company, (ii) Gorlin would not be required to advance an
additional $1,000,000 to the Company under the Note, and (iii)
Gorlin would purchase from the Company 571,429 shares of Common
Stock of the Company (the “Additional Shares”) at a
purchase price of $1.75 per share (resulting in an aggregate
purchase price of $1,000,000) on or prior to March 27,
2016;


 


WHEREAS, the First Amendment provided,
inter alia, that the number of shares of Common Stock into which
the $1,000,000 advanced under the Note would convert under the
Modification Agreement was reduced from 571,429 shares to 552,041
shares, and the Warrant Exercise Price was reduced to
$1.825;


 


WHEREAS, the Second Amendment provided,
inter alia, that the date by which Gorlin must purchase the
Additional Shares under Section 3 of the Modification Agreement was
extended to November 1, 2016;


 


WHEREAS, the Third Amendment provided,
that the date by which Gorlin must purchase the Additional Shares
under Section 3 of the Modification Agreement was extended to
December 1, 2016 and the Third Amendment incorrectly stated that
the Second Amendment was dated January 25, 2016, and the parties
wish to correct that reference to March 25, 2016; and


 


WHEREAS, the Parties desire to amend the
Modification Agreement to provide for a partial assignment by
Gorlin to NADG and Crowne, and the assumption by NADG and Crowne,
of a portion of Gorlin’s agreement to purchase the Additional
Shares and, in connection therewith, the assignment by Gorlin to
NADG and Crowne of a portion of the Warrants;


 


 




 








 






 


NOW, THEREFORE, in consideration of the
mutual terms and covenants contained herein, and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:


 



1.            

Partial Assignment of Agreement to
Purchase the Additional Shares.






 




(a)


Gorlin
hereby assigns to NADG, and NADG hereby assumes, the obligation to
purchase 142,857 of the Additional Shares, for a total purchase
price of $250,000, upon the terms and subject to the conditions of
the Modification Agreement, as amended (the “NADG Assignment
and Assumption”).






 




(b)


Gorlin
hereby assigns to Crowne, and Crowne hereby assumes, the obligation
to purchase 114,286 of the Additional Shares, for a total purchase
price of $200,000, upon the terms and subject to the conditions of
the Modification Agreement, as amended (the “Crowne
Assignment and Assumption”).






 




(c)


Gorlin
hereby restates and confirms his agreement to purchase the
remaining 314,286 Additional Shares, for a total purchase price of
$550,000, upon the terms and subject to the conditions of the
Modification Agreement, as amended (the “Gorlin
Purchase”).






 




(d)


The
Company agrees and accepts the NADG Assignment and Assumption and
the Crowne Assignment and Assumption.






 



2.            

Assignment of
Warrants.






 




(a)

In recognition that
NADG will be investing $250,000 of the total of $2,000,000, or
12.5% of the total funds to be invested in the Company pursuant to
the Modification Agreement, as amended, Gorlin hereby assigns and
transfers to NADG Warrants to purchase 62,500 shares of Common
Stock of the Company, representing 12.5% of the Warrants to
purchase 500,000 shares of Common Stock issued to Gorlin in
connection with the Note and Modification Agreement.






 




(b)

In recognition that
Crowne will be investing $200,000 of the total of $2,000,000, or
10.0% of the total funds to be invested in the Company pursuant to
the Modification Agreement, as amended, Gorlin hereby assigns and
transfers to Crowne Warrants to purchase 50,000 shares of Common
Stock of the Company, representing 10.0% of the Warrants to
purchase 500,000 shares of Common Stock issued to Gorlin in
connection with the Note and Modification Agreement.






 




(c)

The Company hereby
agrees to the assignment to NADG of Warrants to purchase 62,500 of
the 500,000 shares of Common Stock originally issued to Gorlin, and
the assignment to Crowne of Warrants to purchase 50,000 of the
500,000 shares originally issued to Gorlin.






 



3. 

Correction. The second
“Whereas” clause of the Third Amendment is hereby
corrected by changing the reference to the date of the Second
Amendment from January 25, 2016 to March 25, 2016






 



4.            

SEC Reports. The Company agrees
to file a report under the Securities Exchange Act of








1934

announcing the
matters set forth in this Amendment.






 



5. 

Notices. All communications
hereunder will be in writing and, except as otherwise expressly
provided herein, sent by overnight mail, to the Parties at their
respective addresses first set forth above, or to such other
address as a Party may give notice to the other Parties in
accordance with this Paragraph 5.






 


 




 








 






 



6. 

Parties in Interest. This
Amendment is made solely for the benefit of the Parties hereto, and
their respective controlling person directors and officers, and
their respective successors, assigns, executors and administrators.
No other person shall acquire or have any right under or by virtue
of this Amendment.






 



7. 

Headings. The section headings
in this Amendment have been inserted as a matter of convenience of
reference and are not a part of the Amendment.






 



8. 

Applicable Law; Venue and
Jurisdiction; Injunctive Relief. This Amendment shall be
governed by and construed in accordance with the laws of the State
of New York, without giving effect to conflict of law principles.
Any action arising out of this Amendment shall be brought
exclusively in court of competent jurisdiction located in New York
County, New York, and the Parties hereby irrevocably submit to the
personal jurisdiction of such courts, and waive any objection they
now or hereafter may have to the laying of venue in such courts.
Nothing herein shall limit the Company's right to pursue any
remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or
injunctive relief with respect to a Party’s failure to
satisfy the obligations set forth in Section 3 of the Modification
Agreement, as modified by this Amendment.






 



9. 

Counterparts. This Amendment
may be executed in any number of counterparts, each of which
together shall constitute one and the same instrument.






 



10. 

Authority. This Amendment has
been duly authorized, executed and delivered by and on behalf of
each of the Parties.








 








 






 


IN WITNESS WHEREOF, the Parties have
caused this Amendment to be duly executed, as of the day and year
first above written.


 


MEDOVEX
CORPORATION


 


 

By:
_____________________                                                  
___________________________


Name: Jarrett
Gorlin                                                                  
Name: STEVE GORLIN


Title:
Chief Executive Officer


 


 


 


NADG
INVESTMENT LLLP


 


 


By:
_____________________                                                  
___________________________


       Name:                                                                                 
Name: JESSE CROWNE


       Title:


 




[Signature
Page to Fourth Amendment to Modification Agreement]