Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED


 


As of December 31, 2020, MedTech
Acquisition Corporation (“we,” “our,” “us” or the “Company”) had the following three classes
of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its
units, consisting of one share of Class A common stock (as defined below) and one-third of one redeemable warrant (as defined below),
with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (the “units”), (ii) its
Class A common stock, $0.0001 par value per share (“Class A common stock”), and (iii) its public warrants, with each whole
warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 110,000,000 shares of common stock,
including 100,000,000 shares of Class A common stock, $0.0001 par value and 10,000,000 shares of Class B common stock, $0.0001
par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material
terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to,
our amended and restated certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference
as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit
4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of one share
of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share
of our Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade.


 


Common Stock


 


Common stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of record of the Class A common
stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of
our stockholders, with each share of common stock entitling the holder to one vote except as required by law. There is no cumulative voting
with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 


We will provide our stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any founder shares and any public shares held by them in connection with the completion of our initial business combination. We will
provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without
a stockholder vote by means of a tender offer. If we seek stockholder approval, we will complete our initial business combination only
if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such
meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a
majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If we conduct
redemptions by means of a tender offer, the tender offer documents will contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under the SEC’s proxy rules.


 






     


     


    

 


If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a
 “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with
respect to more than an aggregate of 15% of the shares of common stock sold in our initial public offering, which we refer to as the
Excess Shares. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce
their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in
their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if we complete the initial business combination. And, as a result, such stockholders
will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock
in open market transactions, potentially at a loss.


 


In the event of a liquidation,
dissolution or winding up of the Company after an initial business combination, our stockholders are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock,
if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking
fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public
shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including
interest (which will be net of taxes paid by us) upon the completion of our initial business combination, subject to the limitations described
in the Report.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of our Class A common stock at a price of  $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of December 22, 2021 and 30 days after the completion of our initial business
combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Class A common
stock.


 


The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to
deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the
warrants is then effective and a current prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock
upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any
warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant, if not cash settled, will have paid the full purchase price for the unit solely for the share of Class A common stock underlying
such unit.


 


We have agreed that as soon
as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best
efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those
shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of our initial business combination or within a specified period following the consummation of our initial business
combination, warrantholders may, until such time as there is an effective registration statement and during any period when we shall have
failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption
provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption,
is not available, holders will not be able to exercise their warrants on a cashless basis.


 






     


     


    

 


Once the warrants become
exercisable, we may call the warrants for redemption:


 


		·	in whole and not in part;






 


		·	at a price of  $0.01 per warrant;



 


		·	upon not less than 30 days’ prior
written notice of redemption (the “30-day redemption period”) to each warrantholder; and



 


		·	if, and only if, the reported closing price of
the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption
to the warrantholders.



 


If and when the warrants become
redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is
not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.
We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those
states in which the warrants were initially offered by us in our initial public offering.


 


If we call the warrants for
redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so
on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will
consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders
of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes
advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares
of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common
stock underlying the warrants multiplied by and the excess of the “fair market value” (defined below) over the exercise price
of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported closing price of
the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from
the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not
take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants
for cash or on a cashless basis using the same formula described above that other warrantholders would have been required to use had all
warrantholders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


A holder of a warrant may notify
us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A
common stock outstanding immediately after giving effect to such exercise.


 


The warrants have certain anti-dilution
and adjustment rights upon certain events.


 


The warrants will be issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant agreement
for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the
warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other
modifications or amendments will require the vote or written consent of the holders of at least a majority of the then outstanding public
warrants and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding
private placement warrants.


 






     


     


    

 


The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the
exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of
warrants being exercised. The warrantholders do not have the rights or privileges of holders of Class A common stock or any
voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of
Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on
all matters to be voted on by stockholders.


 


No fractional shares will be
issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in
a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrantholder.
As a result, warrantholders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value
from the fractional interests that will not be issued.


 


In addition, if  (x) we
issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor
or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such
issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to
the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption
trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price.