Exhibit
10.1


 


AMENDMENT
TO

FORWARD PURCHASE AGREEMENT


 


This
Amendment to Forward Purchase 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 the date 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 Forward Purchase Agreement dated as of July 4, 2022 (the “Original Forward Purchase Agreement”);


 


WHEREAS,
the parties desire to amend the Original Forward Purchase 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 Forward Purchase 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 Forward Purchase Agreement.


 


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


 


“(d) No Premium. Notwithstanding Section 1(b) hereof, no Purchasing Party shall pay a per
share price for Market Transaction Shares that exceeds, nor shall the Per Share Price exceed, and the Per Share Price 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 initially filed by Parent with the Securities and Exchange
Commission on August 8, 2022, including the prospectus included therein, and any amendments or supplements thereto (the “Form
S-4”).


 


(e) No
Business Combination Support. Each Purchasing Party agrees that it shall not vote its Forward Purchase Shares, Market Transaction
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).


 


(f) No
Redemption Rights. Each Purchasing Party hereby waives the right to exercise redemption rights with respect to any of the Forward
Purchase Shares, Market Transaction 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 Forward Purchase 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 Forward Purchase Agreement shall remain unchanged and in full force
and effect. In the event of any conflict between the terms of the Original Forward Purchase 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 New York, 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 New York.


 


(e) Incorporation
by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 of the Original Forward Purchase Agreement 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