Exhibit 10.1


 


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:  Up to $1,500,000	
    Dated as of May 24, 2022

    New York, New York



 


MedTech
Acquisition Corporation, a Delaware corporation (“Maker”), promises to pay to the order of MedTech Acquisition
Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest or
order (“Payee”), the principal sum of up to One Million Five Hundred Thousand Dollars ($1,500,000) 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 Maker to such account as Payee may from time to time designate
by written notice in accordance with the provisions of this Note.


 


1.            Repayment. The
principal balance of this Note shall be payable on the earliest to occur of: (i) the date on which Maker consummates its initial business
combination and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”). The
principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not
limited to any officer, director, employee or stockholder of Maker, be obligated personally for any obligations or liabilities of the
Maker hereunder.


 


2.            Interest. This
Note shall be non-interest bearing.


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request up to One Million Five Hundred Thousand Dollars ($1,500,000) for costs
reasonably related to Maker’s initial business combination of its securities. The principal of this Note may be drawn down from
time to time prior to the earlier of: (i) the date on which Maker consummates its initial business combination and (ii) the date that
the winding up of Maker is effective, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon
by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under this Note is One Million Five Hundred Thousand Dollars ($1,500,000).
Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments
or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing,
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 attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.


 


4.            Application
of Payments. All payments received by Payee pursuant to this Note shall be applied first to the payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then 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, 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 the taking of corporate action
by Maker in furtherance of any of the foregoing.


 






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(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) and 5(c) hereof, the unpaid principal balance of this Note and all other
amounts payable hereunder, 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 this 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 or personal property
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.


 


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 DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS 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.


 






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12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any claim in or to any distribution of or
from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering (the
 “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust
Account for any reason whatsoever; provided, however, that upon the consummation of the initial business combination, Maker shall repay
the principal balance of this Note out of the proceeds released to Maker from the Trust Account.


 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
Maker and 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; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note.


 


15.          Conversion.


 


(a)           Notwithstanding
anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full of the principal balance
of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of warrants,
each exercisable for one share of Class A common stock of the Maker (the “Conversion Warrants”), equal to: (x) the
portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.50, rounded up to the nearest
whole number of warrants. The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement
upon consummation of the Maker’s initial public offering. The Conversion Warrants and their underlying securities, and any other
equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with
a combination of stocks, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights
set forth in Section 15 hereof.


 


(b)           Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted
portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker
or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new
duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for
all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective
affiliates) (Payee or such other persons, the “Holders”) the Conversion Warrants, which shall bear such legends as
are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities
laws.


 


(c)           The
Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Holders in connection with any such conversion.


 


(d)           The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


16.          Registration
Rights.


 


(a)            Reference
is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of December 17, 2020 (the “Registration
Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration
Rights Agreement.


 


(b)           The
Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the
Registration Rights Agreement.


 


(c)           The
Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registration, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event
that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the
Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)           Except
as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration
Rights Agreement


 


[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.


 


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


 






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