Exhibit
10.2


 


AMENDMENT
TO

BACKSTOP AGREEMENT


 


This
Amendment to Backstop Agreement (this “Amendment”) is entered into as of October 21, 2022, by and among Health Sciences
Acquisitions Corporation 2, a Cayman Islands exempted company (“Parent”), Orchestra BioMed, Inc., a Delaware corporation
(the “Company”), and the purchasing parties signatory hereto (the “Purchasing Parties”).


 


WHEREAS,
in connection with the entry into that certain Agreement and Plan of Merger, dated as of July 4, 2022, by and among Parent, the Company
and HSAC Olympus Merger Sub, Inc. (the “Merger Agreement”), the Purchasing Parties, Parent and the Company have entered
into that certain Backstop Agreement dated as of July 4, 2022 (the “Original Backstop Agreement”);


 


WHEREAS,
the parties desire to amend the Original Backstop Agreement as more fully set forth herein; and


 


WHEREAS,
capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them
in the Original Backstop Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.
Amendments to the Original Backstop Agreement.


 


Section
6 of the Original Backstop Agreement is amended to add the following:


 


“(c)
No Premium. Notwithstanding Section 1(a)(ii) hereof, the Per Share Price shall not exceed, and shall be reduced to the extent
necessary to prevent it from exceeding, the redemption price available to Parent shareholders exercising redemption rights at the Shareholder
Meeting referred to in the Form S-4 Registration Statement filed by Parent with the Securities & Exchange Commission on August 8,
2022, including the prospectus included therein, and any amendments or supplements thereto (the “Form S-4”).


 


(d)
No Business Combination Support. Each Purchasing Party agrees that it shall not vote its Backstop Shares or any other Parent Ordinary
Shares acquired by such Purchasing Party, directly or indirectly, outside of the redemption offer set forth in the Form S-4 (“Subsequent
Shares”) in favor of approving the Business Combination (as defined in the Form S-4).


 


(e)
No Redemption Rights. Each Purchasing Party hereby waives the right to exercise redemption rights with respect to any of the Backstop
Shares or any Subsequent Shares and agrees that it will not seek redemption with respect to such shares, in connection with any vote
to approve the Business Combination.”


 


2.
No Waiver. 


 


No
waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of
any subsequent breach or default of the same or similar nature.


 






     


     


    

 


3.
Miscellaneous.


 


(a)
Entire Agreement. The Original Backstop Agreement, as amended by this Amendment, together with the agreements referenced therein,
sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous
understandings and agreements related thereto (whether written or oral), all of which are merged therein. No provision of this Amendment
may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade
usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof or thereof.


 


(b)
Ratification. Except as amended hereby, the terms and provisions of the Original Backstop Agreement shall remain unchanged and
in full force and effect. In the event of any conflict between the terms of the Original Backstop Agreement and the terms of this Amendment,
the terms of this Amendment shall govern and control.


 


(c)
Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original,
but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need
not individually) bear the signatures of all other parties.


 


(d)
Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions
contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws
of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.


 


(e)
Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 are hereby incorporated by reference herein mutatis mutandis,
and such representations made therein are made herein with respect to this Amendment.


 


[Signature
Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the date first set forth above.


 


	 	PURCHASING PARTIES:
	 	 	 
	 	RTW MASTER
    FUND, LTD. 
	 	 
	 	By: 	/s/ Roderick
    Wong
	 	Name:  	Roderick Wong, M.D.
	 	Title: 	Director
	 	 	 
	 	RTW INNOVATION
    MASTER FUND, LTD. 
	 	 
	 	By: 	/s/ Roderick
    Wong
	 	Name: 	Roderick Wong, M.D.
	 	Title: 	Director
	 	 	 
	 	RTW Venture
    fund limited
	 	 	 
	 	By: RTW Investments, LP, its Investment
    Manager
	 	 
	 	By: 	/s/ Roderick
    Wong
	 	Name: 	Roderick Wong, M.D.
	 	Title: 	Managing Partner
	 	 	 
	 	Address for Notices:
	 	40 10th Avenue, Floor 7
	 	New York, NY 10014
	 	 	 
	 	PARENT:
	 	Health Sciences Acquisitions Corporation
    2
	 	 	 
	 	By: 	/s/ Roderick
    Wong
	 		Roderick Wong, M.D.
	 		Chief Executive Officer
	 	 	 
	 	COMPANY
	 	Orchestra BioMed, Inc.
	 	 	 
	 	By: 	 /s/ David Hochman
	 		Name:  	David Hochman
	 		Title: 	Chief Executive Officer