Exhibit 4.15


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO 

SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


Motus GI Holdings, Inc. had one class of
common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


The following description of our common
stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our certificate
of incorporation, as amended, (the “Certificate of Incorporation”) and our bylaws (the “Bylaws”), each
of which is incorporated herein by reference as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange
Commission, of which this Exhibit 4.15 is a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the
applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) for additional information.


 


Description of Common Stock 


 


Our authorized capital stock consists of:


 


	 	●	115,000,000 shares of common stock, par value $0.0001 per share;
	 	 	 
	 	●	10,000,000 shares of preferred stock, par value $0.0001 per share.


 


The additional shares of our authorized
capital stock available for issuance may be issued at times and under circumstances so as to have a dilutive effect on earnings
per share and on the equity ownership of the holders of our common stock. The ability of our board of directors to issue additional
shares of stock could enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation but
could also be used by the board to make a change-in-control more difficult, thereby denying stockholders the potential to sell
their shares at a premium and entrenching current management. The following description is a summary of the material provisions
of our common stock. You should refer to our Certificate of Incorporation and Bylaws, both of which are on file with the SEC as
exhibits to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law.


 


Voting. The holders of our common
stock are entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent
to). When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director
or directors) shall be decided by a majority of the votes properly cast on such matter, except where a different vote is required
by our Certificate of Incorporation, by our Bylaws, by law, by the rules or regulations of any stock exchange applicable to us,
or pursuant to any regulation applicable to us or our securities, in which case, such different vote shall apply. A majority in
voting power of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum
at any meeting of stockholders.


 


Dividends. The holders of our common
stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors out of funds legally
available therefor and after provision is made for each class of capital stock having preference over our common stock.


 


Liquidation Rights. In the event
of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share, ratably, in all assets remaining
available for distribution after payment of all liabilities and after provision is made for each class of capital stock having
preference over our common stock.


 


Conversion Right. The holders of
our common stock have no conversion rights.


 


Preemptive and Similar Rights. The
holders of our common stock have no preemptive or similar rights.


 


Redemption/Put Rights. There are
no redemption or sinking fund provisions applicable to our common stock. All of the outstanding shares of our common stock are
fully-paid and non-assessable.


 






     


     


    

 


Anti-Takeover Effects of Delaware Law and Our Certificate
of Incorporation and Bylaws


 


Our Certificate of
Incorporation and Bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or tender
offers or delaying or preventing a change of control. These provisions are as follows:


 


	 	●	they provide that special meetings of stockholders may be called by the board of directors or at the request in writing by stockholders of record owning at least twenty (20%) percent of the issued and outstanding voting shares of our common stock;
	 	 	 
	 	●	they do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder holding a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have the effect of limiting the ability of minority stockholders to effect changes in our board of directors; and
	 	 	 
	 	●	they allow us to issue, without stockholder approval, up to 10,000,000 shares of preferred stock that could adversely affect the rights and powers of the holders of our common stock.


 


We are subject to the provisions of Section
203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in
a “business combination” with an “interested stockholder” for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the business combination is approved in the following
prescribed manner:


 


	 	●	prior to the time of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least eighty-five percent (85%) of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding; (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and
	 	 	 
	 	●	on or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding voting stock which is not owned by the interested stockholder.


 


Generally, for purposes
of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in
a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates
and associates, owns or, within three (3) years prior to the determination of interested stockholder status, owned fifteen percent
(15%) or more of a corporation’s outstanding voting securities.


 






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Requirements for Advance Notification of Stockholder Nominations
and Proposals 


 


Our Bylaws establish
advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other
than nominations made by or at the direction of our board of directors or a committee of our board of directors. These provisions
may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These
provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s
own slate of directors or otherwise attempting to obtain control of our company.


 





Choice of Forum


 


Our Certificate of
Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting
a breach of fiduciary duty; any action asserting a claim against us, or any of our officers or Directors, arising pursuant to the
DGCL, our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal
affairs doctrine. This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum
that such stockholders find favorable for the disputes listed above, which may discourage such lawsuits against us, or any of our
officers or directors.


 


Potential Effects of Authorized but Unissued Stock


 


We have shares of common
stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional shares for
a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.


 


The existence of unissued
and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly to current
management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain
control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.
In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of
preferred stock, all to the fullest extent permissible under the DGCL and subject to any limitations set forth in our Certificate
of Incorporation. The purpose of authorizing the board of directors to issue preferred stock and to determine the rights and preferences
applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance
of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from
acquiring, a majority of our outstanding voting stock.


 


 


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