Exhibit 4.15


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


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


 


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


 


Description
of Common Stock 


 


Our
authorized capital stock consists of:


 


	 	●	50,000,000
    shares of common stock, par value $0.0001 per share;
	 	 	 
	 	●	10,000,000
    shares of preferred stock, par value $0.0001 per share.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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



 


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


 


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



 


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


 


Requirements
for Advance Notification of Stockholder Nominations and Proposals 


 


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


 






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Choice
of Forum


 


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


 


Potential
Effects of Authorized but Unissued Stock


 


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


 


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


 


 


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