Exhibit 10.5


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount:  $75,000	 Dated as of December 17, 2020


 


PRIVETERRA Acquisition
Corp., a Delaware corporation (the “Maker”), promises to pay to the order of Priveterra Sponsor, LLC or its
registered assigns or successors in interest (the “Payee”), or order, the principal sum of Seventy-Five Thousand
Dollars ($75,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on
the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.


 


1.      Principal. The
entire unpaid principal balance of this Note shall be payable on the earlier of: (i) March 31, 2021 or (ii) the date on which Maker
consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal
balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director,
employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2.      Drawdown Requests.
Maker and Payee agree that Maker may request, from time to time, up to Seventy-Five Thousand Dollars ($75,000) in drawdowns under
this Note to be used for costs and expenses related to Maker’s formation and the proposed initial public offering of its
securities (the “IPO”). Principal of this Note may be drawn down from time to time prior to the Maturity Date
upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the
amount to be drawn down. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Seventy-Five
Thousand Dollars ($75,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any
Drawdown Request by Maker.


 


3.      Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


4.      Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 






    


    


    

 


5.      Events of Default.
The following shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make
Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the Maturity Date.


 


(b) Voluntary Bankruptcy,
Dissolution, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or commencement of Maker’s liquidation or dissolution proceedings or the taking of corporate action by Maker
in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


6.      Remedies.


 


(a) Upon the occurrence
of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence
of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.


 


7.      Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,
from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or
extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.


 






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8.      Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.      Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.      Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


11.      Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


12.      Trust Waiver.
Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of
the IPO conducted by the Maker are to be deposited (including, if any, the deferred underwriters discounts and commissions, and
any proceeds from the sale of warrants issued in a private placement deposited in the trust account), as described in greater detail
in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO,
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any
reason whatsoever.


 


13.      Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


14.      Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	PRIVETERRA ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Robert Palmisano
	 	 	Name: Robert Palmisano
	 	 	Title:   Chairman and Chief Executive Officer


 


[Signature Page
to Promissory Note]