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, 2021, LAVA
Medtech Acquisition Corp. (“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-half 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 capital 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 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, 2021 (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-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of
Class A common stock exercisable at $11.50 per full share.


 


Common Stock 


 


Class A common stock—The
Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021,
there were no Class A common stock issued and outstanding. 


 


Class B common stock—
The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B
common stock are entitled to one vote for each share. As of December 31, 2021, there were 2,875,000 Class B common stock outstanding,
none of which are subject to forfeiture.


 


Holders of Class A common stock and
Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required
by law. 


 


The shares of Class B common stock
will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis,
subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued
in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares
of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted
basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of
Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent
warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect
to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided
above, at any time.  


 






    


     


    

 


We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock 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 calculated
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, if any, divided by the number of the then-outstanding shares
of Class A common stock, subject to the limitations described herein. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights
will include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our initial stockholders
and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and shares of Class A common stock held by them in connection with (i) the completion of
our initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
(A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our shares of Class A common stock
if we do not complete our initial business combination by April 29, 2023 (or by the end of any Extension Period) or (B) with respect
to any other provision relating to the rights of holders of our shares of Class A common stock.


 


In the event of a liquidation,
dissolution or winding up of the company after a 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 shares, if any, having preference
over the ordinary shares. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public stockholders with the opportunity to redeem their shares of Class A common
stock for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding shares
of Class A common stock, upon the completion of our initial business combination, subject to the limitations described herein.


 


Preferred Stock 


 


The Company is authorized to issue
1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by
the Company’s board of directors. As of December 31, 2021, there were no preference shares issued or outstanding.


 


Warrants


 


The Public Warrants will become exercisable
30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective
and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus
relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock
issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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. The Public Warrants will expire five years after the completion of a
Business Combination or earlier upon redemption or liquidation.


Redemption of warrants when the price per Class A common stock
equals or exceeds $18.00: 


 


Once the warrants become exercisable,
the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants) as follows: 


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice
of redemption, which the Company refers to as the “30-day redemption period;” and



 


		●	if, and only if, the last reported sale price (the “closing
price”) of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the
number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public
Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.



 






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The Company will not redeem the warrants as described
above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise
of the warrants is effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption
period. When the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.


 


None of the private placement warrants will be redeemable
by the Company so long as they are held by the Company’s sponsor or its permitted transferees.


 


No fractional Class A common stock will be
issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will
round down to the nearest whole number of the number of Class A common stock to be issued to the holder. Please see the section entitled
“Description of Securities — Warrants — Public Stockholders’ Warrants” for additional
information. 


 


If the Company calls the Public Warrants for redemption,
management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”
as described in the warrant agreement.


 


The Private Warrants are identical to the Public
Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the shares of common stock issuable upon the
exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination,
subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the
holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the
Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable
by the Company and exercisable by such holders on the same basis as the Public Warrants. 


 


The exercise price and number of shares of common
stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted
for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company
be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period
and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to
their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect
to such warrants. Accordingly, the warrants may expire worthless.  


 


In addition, if the Company issues additional shares
of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an
issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be
determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or
their affiliates, without taking into account any Founder Shares held by them 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 a Business
Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates the Business Combination (such price, 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 greater of (i) the Market Value or (ii) the price
at which the Company issues the additional shares of common stock or equity-linked securities.


 


 


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