Exhibit 10.5


 


AMENDMENT
TO UNDERWRITING AGREEMENT


 


This Amendment is made and entered into this 11th day of November,
2022 (the “Amendment”) by and between Raymond James & Associates, Inc. (“Raymond James”)
and MedTech Acquisition Corporation (the “Company”).


 


BACKGROUND


 


WHEREAS,
Raymond James and the Company entered into that certain Underwriting Agreement dated December 17, 2020 (the “Underwriting
Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Underwriting
Agreement), pursuant to which Raymond James served as the sole underwriter with respect to the offer and sale of Units by the Company
pursuant to its initial public offering, with each Unit consisting of one share of Common Stock and one-third of one Warrant.


 


WHEREAS,
concurrently with the execution and delivery of this Amendment, the Company is entering into that certain Agreement and Plan of Merger
(as may be amended from time to time, the “Merger Agreement”) by and among the Company, MTAC Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), and TriSalus Life Sciences, Inc.,
a Delaware corporation (the “Target”), pursuant to which the Merger Sub shall merge with and into Target, with Target
continuing as the surviving company (the “Merger”).


 


WHEREAS,
the consummation of the Merger would constitute a Business Combination for purposes of the Underwriting Agreement and, absent this Amendment,
would entitle Raymond James to receive payment of the Deferred Discount pursuant to the Underwriting Agreement.


 


WHEREAS, the Company has engaged Raymond
James as a placement agent in connection with the potential financing relating to the Merger, whereby Raymond James will be paid customary
fees and expenses upon the terms and conditions of such engagement (the “Placement Agent Fees”);


 


WHEREAS,
the parties to the Underwriting Agreement wish to amend certain provisions of the Underwriting Agreement as set forth in this Amendment.
This Amendment constitutes a written agreement signed by the necessary parties in order to effectuate the amendments to the Underwriting
Agreement specified below.


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereto
agree as follows:


 


Section 1.1 Waiver of Deferred Underwriting Commission.
The parties affirm and agree that, pursuant to the Underwriting Agreement, the total aggregate deferred underwriting commission, including
the Deferred Discount and all related fees, that would be payable to Raymond James upon the occurrence of a Business Combination is equal
to $8,750,000 (the “Commission Payment”). Notwithstanding the foregoing, the parties agree that the Merger will constitute
a Business Combination and, subject to the payment of the Placement Agent Fees, Raymond James hereby irrevocably waives its right to the
Commission Payment that would otherwise be payable to Raymond James by the Company upon the consummation of the Merger, and that no deferred
underwriting commission of any kind or amount shall be owed or paid to Raymond James or payable by the Company or any of its successors
or affiliates if the Merger is consummated. The foregoing waiver shall only constitute a waiver of Raymond James’ rights to receive
the Commission Payment solely as to the Merger (and if the Merger is not consummated, shall not constitute a waiver of such right to the
Commission Payment should the Company consummate an initial Business Combination with another party), and shall not constitute a waiver
of, or otherwise affect, any of Raymond James’ other rights under the Underwriting Agreement or any rights to remuneration pursuant
to any other written agreement between the parties.


 






    


     


    

 


Section 1.2 Amendments.


 


In furtherance of Section 1.1, the parties hereto agree that,
effective immediately prior to the consummation of the Merger and without any further notice or action by the parties hereto, the Underwriting
Agreement shall be automatically amended as set forth in this Section 1.2.


 


		(a)	The third paragraph of Section 1 of the Underwriting Agreement is hereby deleted in its entirety.



 


		(b)	All references to the “Deferred Discount” in Section 2 of the Underwriting Agreement, including, without limitation,
those references included below, are hereby deleted:



 


“(including the Deferred Discount)”


 


“(including $7,700,000 of Deferred Discount)”


 


“(including $0.35 per Additional Unit of Deferred Discount)”


 


		(c)	Section 4(oo) of the Underwriting Agreement is hereby amended and restated in its entirety as follows:



 


“[Reserved.]”


 


Section 1.3 Entire Agreement. This Amendment, along with
the Underwriting Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes
all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties
acknowledge have been merged into this Amendment.


 


Section 1.4 Effect; Termination. Except for the amendments
expressly set forth in this Amendment, all other terms, conditions, and provisions of the Underwriting Agreement not in conflict with
the Amendment, shall remain in full force and effect. In the event the Merger Agreement is terminated in accordance with its terms, this
Amendment shall automatically terminate and be of no further force and effect, and the Underwriting Agreement shall continue in accordance
with its original terms.


 


Section 1.5 Counterparts. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the day and year first above written.


 


	MEDTECH ACQUISITION CORPORATION	 	RAYMOND JAMES & ASSOCIATES, INC.
	 	 	 
	By:	/s/ Christopher C. Dewey	 	By:	/s/ Ed Newman 
	 	Name: Christopher C. Dewey	 	 	Name: Ed Newman 
	 	Title: Chief Executive Officer	 	 	Title: Managing Director


 


[Signature Page to Amendment to Underwriting
Agreement]


 






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