Exhibit 4.4


 


WARRANT AGREEMENT





between





LAVA MEDTECH ACQUISITION CORP.





and





CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [__], 2021, is by and between LAVA Medtech Acquisition Corp., a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, on [__], 2021, the
Company entered into that certain Private Placement Warrants Purchase Agreement with LAVA Medtech Sponsor LP, a Delaware limited partnership
(the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 7,500,000 redeemable warrants (or
up to 8,175,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below)
is exercised in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the
 “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant; and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as the Company may require, of which up to $2,000,000 may be convertible into up to an additional 2,000,000 Private Placement Warrants
of the post Business Combination entity at a price of $1.00 per warrant; and


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 5,000,000 redeemable warrants (including up to 750,000 redeemable
warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and,
together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof
to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
No. 333-[__] (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the shares of Common Stock included in the Units; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 






     



     


    

 


1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall initially be issued in registered form only.


 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be
invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by institutions that have accounts with (i) The Depository Trust Company
(the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”)
or (ii) the Depositary or its nominee for each book-entry Warrant Certificate.


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the
Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate
made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability of Warrants.
The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus
or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such
date, or earlier (the “Detachment Date”) with the consent of RBC Capital Markets, LLC as representative of the
several underwriters, but in no event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the
Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by
the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission
a current report on Form 8-K announcing when such separate trading shall begin.


 






     



     


    

 


2.5 No Fractional Warrants
Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of Units, each of which is comprised
of one share of Common Stock and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a
holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder.


 


2.6 Private Placement
Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor
or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless
basis, pursuant to subsection 3.3.1(c) hereof, and (ii) may not be (including the shares of Common Stock issuable upon
exercise of the Private Placement Warrants) transferred, assigned or sold until thirty (30) days after the completion by the Company of
an initial Business Combination (as defined below); provided, however, that in the case of (ii), the Private Placement Warrants
and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees issued upon exercise of the Private Placement Warrants
may be transferred by the holders thereof:


 


(a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor,
or any affiliates of the Sponsor;


 


(b) in the case of an individual,
by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s
immediate family; an affiliate of such person, or to a charitable organization;


 


(c) in the case of an individual, by virtue
of the laws of descent and distribution upon death of the individual;


 


(d) in the case of an individual, pursuant to
a qualified domestic relations order;


 


(e) by private sales or transfers made in connection
with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Warrants were
originally purchased;


 


(f) in the event of the Company’s liquidation
prior to the completion of its initial Business Combination; or


 


(g) by virtue of the laws of the State of Delaware
or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or


 


(h) in the event of the
Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination;


 


provided,
however, that in the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (if a physical certificate is issued), entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which
shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the
Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided
further that any such reduction shall be identical among all of the Warrants.


 






     



     


    

 


3.2 Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty
(30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”)
and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date
on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s
amended and restated certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business Combination,
and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or any Permitted Transferees; provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below with respect to an effective registration statement. Each Warrant (other than a Private Placement Warrant then held by
the Sponsor or any Permitted Transferees) not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall
provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further
that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject
to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if in the form of a physical
certificate), may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the
definitive warrant certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the
Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of
the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time,
(ii) an election to purchase any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by
the Registered Holder on the reverse of the definitive warrant certificate or, in the case of a Book-Entry Warrant, properly delivered
by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each
full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of
the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a) in lawful money of
the United States, in good certified check or good bank draft payable to the Warrant Agent;


 






     



     


    

 


(b) with respect to any
Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection
3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair
Market Value” shall mean the average last reported sale price of the shares of Common Stock for the ten (10) trading days ending
on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(c) as provided in Section 7.4 hereof.


 


3.3.2 Issuance of Shares
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant
a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new
book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not
have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act covering the issuance of the shares of Common Stock issuable upon the exercise of the Public Warrants is then effective and a current
prospectus relating thereto is available, subject to the Company’s satisfying its obligations under Section 7.4, or
a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares
of Common Stock upon exercise of a Warrant unless the shares of 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. The Company
may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If,
by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number,
the number of shares of Common Stock to be issued to such holder.


 


3.3.3 Valid Issuance.
All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and non-assessable.


 


3.3.4 Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate
in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares
of Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 






     



     


    

 


3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
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 9.8% (or such other amount
as such holder may specify) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon
(x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its
affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares
of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing
with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the
Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
is delivered to the Company.


 


4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Split-Ups. If after
the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock to all or substantially all holders of Common Stock, or by a split-up of shares
of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common
Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the
 “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the
product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common
Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to all or substantially all holders of the Common Stock on account of such shares of Common Stock (or other shares of
the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in
connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or
to redeem 100% of the shares of Common Stock included in the Units sold in the Offering (the “Public Shares”)
if the Company does not complete the initial Business Combination within the time period set forth in the Company’s amended and
restated certificate of incorporation or with respect to any other provision relating to stockholders’ rights or pre-initial Business
Combination activity or (e) in connection with the redemption of the Public Shares upon the failure of the Company to complete its
initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board,
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock
during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any
of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) to the extent it
does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






     



     


    

 


4.2 Aggregation of Shares.
If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


 


4.3 Adjustments in Exercise Price.


 


4.3.1 Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.


 


4.3.2 If the Company issues
additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital
raising purposes in connection with the closing of its initial 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 Board (and
in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account
any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance
Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price.


 






     



     


    

 


4.4 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than
a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event
(the “Alternative Issuance” ); provided, however, that (i) if the holders of the Common Stock
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock
in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have
been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in
connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate
of incorporation or bylaws or as a result of the redemption of shares of Common Stock by the Company if a proposed initial Business Combination
is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange
offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act
(or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the
outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount
of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had
exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Common Stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided,
further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable
in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered
Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event
by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
(in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per
Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) the price of each share of Common Stock shall be the volume weighted average price of
the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event, (2) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined
as of the trading day immediately prior to the day of the announcement of the applicable event, and (3) the assumed risk-free interest
rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the shares of Common Stock consists exclusively of cash, the amount of such cash
per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the shares of Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be
made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.5 Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or
the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
event.


 


4.6 No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock
upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise,
round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 






     



     


    

 


4.7 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, and, if in the form of a physical certificate, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of
Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by
the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for
transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant
certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the
foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 






     



     


    

 


6. Exclusion of Private Placement Warrants.


 


6.1 Exclusion of Private
Placement Warrants. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor
or its permitted transferees. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such
transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement.




 


7. Other Provisions Relating to Rights of Holders
of Warrants.


 


7.1 No Rights as Stockholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms
as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such
new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 






     


     


    

 


7.3 Reservation of Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that
shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Common Stock; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of the
Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing
of its initial Business Combination, it shall use its best efforts to file with the Commission, and within sixty (60) Business Days following
the closing of its initial Business Combination have declared effective, a post-effective amendment to the registration statement of which
the prospectus relating to the offering forms a part, or a new registration statement for the registration, under the Securities Act,
of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the redemption
or expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during
the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption)
for that number of shares of Common Stock equal to the (A) quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant
Price by (y) the Fair Market Value and (B) 0.361 per Warrant. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the average last reported sale price of the Common Stock as reported during the ten (10) trading day
period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants
or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request,
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable
under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities
Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in
subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2 Cashless Exercise at
Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required
to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its best efforts to register
or qualify the shares of Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of
the exercising Public Warrant holder to the extent an exemption is not available.


 






     


     


    

 


8. Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation, Consolidation, or Merger of
Warrant Agent.


 


8.2.1 Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place
of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without
any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The
Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to
its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement.


 






     


     


    

 


8.4.2 Indemnity. The Warrant Agent shall be
liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted
by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct
or bad faith.


 


8.4.3 Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5 Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise
of the Warrants.


 


8.6 Waiver. The Warrant
Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by
and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against
the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.


 


9.2 Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


LAVA Medtech Acquisition Corp.





303 Wyman Street, Suite 300





Waltham, Massachusetts 02451





Attention: Anthony Natale


 


With a copy to (which shall not constitute notice):


 


Reed Smith LLP





599 Lexington Avenue





New York, New York 10022





Attn: Ari Edelman





Edward P. Bromley, III


 






     


     


    

 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company





1
State Street, 30th Floor





New York, NY 10004





Attention: Compliance Department


 


With a copy in each case to:


 


Skadden, Arps, Slate, Meagher & Flom
LLP





525 University Avenue, Suite 4000





Palo Alto, California 94301





Attn: Gregg A. Noel





Ann Beth Stebbins


 


and


 


RBC Capital Markets, LLC





200 Vesey Street





New York, New York 10281





Attn: Equity Syndicate


 


9.3 Applicable Law; Exclusive
Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction forum for any such action, proceeding or claim. The Company
hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
(i) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act
or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum, and (ii) unless
the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall, to the full extent permitted by law, be the exclusive form for the resolution of any complaint asserting a cause of action arising
under the Securities Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having
service of process made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s counsel in the
Foreign Action as agent for such warrant holder.


 


9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered
Holders of the Warrants.


 


9.5 Examination of
the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may
require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 






     


     


    

 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings.
The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments. This
Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the Registered Holders. All other modifications or amendments to the Public Warrants, including any amendment to
increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of at least
50% of the then outstanding Public Warrants. All other modifications or amendments to the Private Placement Warrants may be made by the
Company and Sponsor without the consent of any Registered Holders of the Private Placement Warrants. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders.


 


9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	LAVA MEDTECH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Anthony
    Natale
	 	Title:	Chief
    Executive Officer
	 	 
	 	CONTINENTAL STOCK
    TRANSFER &
	 	TRUST COMPANY,
    as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


Form of Warrant Certificate





[FACE]


 


Number


 


Warrants


 





THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO





THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR





IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


LAVA MEDTECH ACQUISITION CORP.





Incorporated Under the Laws of the State of
Delaware


 


CUSIP 519345 110


 


Warrant Certificate


 


This
Warrant Certificate certifies that [__], or registered assigns, is the registered holder of warrant(s) evidenced hereby
(the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock,
$0.0001 par value per share (“Common Stock”), of LAVA Medtech Acquisition Corp., a Delaware corporation (the
 “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement
referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below,
at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful
money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to
below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of
the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per share. If, upon the exercise of Warrants, a holder would be entitled
to receive a fractional interest in a share of Common Stock, the Company will round down to the nearest whole number the number of shares
of Common Stock to be issued to the Warrant holder. The Exercise Price is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by
and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 






     


     


    

 


Form of Warrant Certificate


 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [__], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of
Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection
therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of LAVA Medtech Acquisition Corp. (the “Company”) in the amount of $[__]
in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the
name of [__], whose address is [__] and that such shares of Common Stock be delivered to [__] whose address is [__]. If said number of
shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [__], whose address is [__]
and that such Warrant Certificate be delivered to [__], whose address is [__].


 


In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of
the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with
subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock
that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows
for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive
shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of
Common Stock be registered in the name of [__], whose address is [__] and that such Warrant Certificate be delivered to [__], whose address
is [__].


 


[Signature Page Follows]


 


	 	 
	Date: [__], 2021	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER
AGREEMENT BY AND AMONG LAVA MEDTECH ACQUISITION CORP. (THE “COMPANY”), LAVA MEDTECH SPONSOR LP AND THE OTHER PARTIES THERETO,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE
DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


	No. 	 	Warrants