Exhibit 4.6


 


December 17, 2020


 


MedTech Acquisition Corporation


600 Fifth Avenue, 22nd Floor


New York, NY 10022 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”)
and Raymond James & Associates, Inc., as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s
units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Units have
been approved to be listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, MedTech Acquisition Sponsor LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team
(each, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


1. The Sponsor and each Insider agrees that
if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Capital Stock owned by it, him or her in connection with such stockholder approval. If the
Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she
will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


2. The Sponsor and each Insider hereby agrees
that in the event that the Company fails to consummate a Business Combination within the timeframe set forth in the Company’s
amended and restated certificate of incorporation, as it may be amended from time to time (the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, 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 the Company to pay its taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish all Public Stockholders’ rights as stockholders of the Company (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (a) to
modify the substance or timing of the Company’s obligation to provide for the redemption of the Offering Shares in connection
with an initial Business Combination or to redeem 100% of such shares if the Company has not consummated an initial Business Combination
within such time as is described in the Charter or (b) with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Stockholders with the opportunity to
redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, 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 the Company to pay its taxes, divided by the number of then outstanding Offering Shares. The Sponsor and each Insider
agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with a stockholder vote
to approve an amendment to the Charter (a) to modify the substance or timing of the Company’s obligation to provide for the
redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Company
has not consummated an initial Business Combination within such time as is described in the Charter or (b) with respect to any
other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. 


 






     


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender
offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails
to consummate a Business Combination within the timeframe set forth in the Charter).


        


3. During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior
written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or
exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any
intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and
agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph
7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two
business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release
or waiver is effected solely to permit a transfer of securities that is not for consideration and (ii) the transferee has
agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such
terms remain in effect at the time of the transfer.


 


4. In the event of the liquidation of the
Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of
intent, confidentiality or other similar agreement for a Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share or
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share, due to reductions in the value of the trust assets, less taxes payable, except as to any
claims by a third party (including a Target) who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Sponsor shall have the right
to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such
defense. 


 






     


     


    

 


5. To the extent that the Underwriters do
not exercise their over-allotment option to purchase up to an additional 3,300,000 Units within 45 days from the date of the Prospectus
(and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate
equal to 825,000 multiplied by a fraction, (i) the numerator of which is 3,300,000 minus the number of Units purchased by
the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,300,000. The forfeiture
will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial
Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering.


 


6. (a) Each Insider who is an officer and/or
director of the Company hereby agrees not to become an officer or director of any other special purpose acquisition company with
a focus in the healthcare sector with a class of securities registered under the Exchange Act, until the Company has entered into
a definitive agreement with respect to a Business Combination or unless the Company has failed to complete a Business Combination
within the timeframe set forth in the Charter.


        


(b) The Sponsor and each Insider hereby
agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by
the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9 of this Letter
Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to
the Company’s initial Business Combination, (x) if the reported closing price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the consummation of the Company’s initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise
of the Private Placement Warrants) until 30 days after the completion of a Business Combination (the “Private Placement
Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth
in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued
or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor,
any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (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 such individual’s immediate
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of
such 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 any forward purchase agreement or similar arrangement or in connection with the consummation of an initial
Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the
event of the Company’s liquidation prior to the completion of an initial Business Combination; or (g) by virtue of the laws
of the State of Delaware or the organizational documents of the Sponsor upon dissolution of the Sponsor; provided, however, that
in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement and by the same
agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the Trust Account
and liquidating distributions). 


 






     


     


    

 


8. The Sponsor and each Insider represents
and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she
is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus,
neither any Insider nor any affiliate of the Insider, nor any director or officer of the Company, shall receive from the Company
any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior
to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds
held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an
aggregate of $300,000 made to the Company by the Sponsor; reimbursement for any out-of-pocket expenses related to identifying,
investigating and consummating an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined
by the Company from time to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction
costs in connection with an intended initial Business Combination, provided, that, if the Company does
not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by
the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000
of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would
be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


10. The Sponsor and each Insider has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
and/or a director of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall
mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the
6,325,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (up to an aggregate
of 825,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
in full by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any other holder
of Founder Shares immediately prior to the Public Offering; (vi) “Private Placement Warrants” shall
mean the warrants to purchase up to an aggregate of 4,533,333 shares of Common Stock of the Company (or 4,973,333 shares of Common
Stock if the Underwriters’ over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate
purchase price of $6,800,000 in the aggregate (or $7,460,000 if the Underwriters’ over-allotment option is exercised in full),
or $1.50 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of
the Private Placement Warrants shall be deposited; and (ix) “Transfer” shall mean the (a) sale
or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b). 


 






     


     


    

 


12. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter 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.


 


16. This Letter 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 Letter 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 Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. This Letter Agreement shall be governed
by and construed and enforced in accordance with 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 parties hereto (i) all agree that
any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and
enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


18. Any notice, consent or request to be
given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


19. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated by January 31,
2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[signature page follows]








 






     


     


    

 


	Sincerely,	 
	 	 	 
	MEDTECH ACQUISITION SPONSOR LLC	 
	 	 	 
	By:	/s/ Christopher C. Dewey	 
	Name:	Christopher C. Dewey	 
	Title:	Managing Member	 
	 	 	 
	By:	/s/ Christopher C. Dewey	 
	Name:	Christopher C. Dewey	 
	 	 	 
	By:	/s/ David J. Matlin	 
	Name: 	David J. Matlin	 
	 	 	 
	By:	/s/ Karim Karti	 
	Name:	Karim Karti	 
	 	 	 
	By:	/s/ Robert H. Weiss	 
	Name:	Robert H. Weiss	 
	 	 	 
	By:	/s/ Maurice R. Ferré	 
	Name:	Maurice R. Ferré	 
	 	 	 
	By:	/s/ Ivan Delevic	 
	Name:	Ivan Delevic	 
	 	 	 
	By:	/s/ Martin Roche	 
	Name:	Martin Roche	 


 


Acknowledged and Agreed:


 


MEDTECH ACQUISITION CORPORATION


 


	By:  	/s/ Christopher C. Dewey	 
	 	Name: Christopher C. Dewey	 
	 	
        Title: Chief Executive Officer

        



 


[Signature Page to Letter Agreement]