Exhibit 10.5


 


Confidentiality
and Lock-up Agreement


 


This
Confidentiality and Lock-Up Agreement is dated as of August 12, 2021 and is by and among Memic Innovative Surgery Ltd., a
private company organized under the laws of the State of Israel (the “Company”), MedTech Acquisition Sponsor LLC,
a Delaware limited liability company (the “Sponsor”), each of the shareholder parties identified on Exhibit A hereto
and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto
with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, and together with
the Sponsor, the “Shareholder Parties”), and solely for purposes of Section 4.01, MedTech Acquisition
Corporation, a Delaware corporation (“SPAC”).


 


BACKGROUND:


 


WHEREAS,
the Company, Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger
Sub”), and SPAC have entered into a Business Combination Agreement (as the same may be amended, supplemented, restated or otherwise
modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things, on the terms
and subject to the conditions set forth therein, at the Effective Time (as defined herein), Merger Sub will merge with and into SPAC,
with SPAC surviving as a direct, wholly-owned subsidiary of the Company (the “Merger”); and


 


WHEREAS,
in connection with the Merger and effective upon the consummation thereof, the parties hereto wish to set forth herein certain understandings
between such parties with respect to confidentiality and restrictions on transfer of equity interests in the Company.


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


Article I.
    INTRODUCTORY MATTERS


 


Section 1.01        Definitions.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement.


 


		(a)	“Agreement” means
                                            this Confidentiality and Lock-Up Agreement, as the same may be amended, supplemented, restated
                                            or otherwise modified from time to time in accordance with the terms hereof.



 


		(b)	“beneficially own”
                                            or any variation thereof, including “beneficial owner,” shall have the meaning
                                            ascribed to it in Rule 13d-3 of the Exchange Act.



 


		(c)	“Change of Control”
                                            has the meaning set forth in Section 3.01(b)(iii).



 


		(d)	“Company” has the
                                            meaning set forth in the Preamble.



 


		(e)	“Company Ordinary Shares”
                                            means the ordinary shares, NIS 0.01 par value per share, of the Company.



 






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		(f)	“Confidential Information”
                                            means any information concerning the Company or its Subsidiaries that is furnished after
                                            the date of this Agreement by or on behalf of the Company or its designated representatives
                                            to a Shareholder Party or its designated representatives, in whole or in part; provided,
                                            however, that Confidential Information does not include information:



 


		(i)	that is generally known to the public
                                            at the time of disclosure or becomes generally known without violation of this Agreement
                                            by the Shareholder Party or its designated representatives;



 


		(ii)	that is in the Shareholder Party’s
                                            possession or the possession of the Shareholder Party’s representative at the time
                                            of disclosure otherwise than as a result of Shareholder Party’s or its designated representatives’
                                            breach of any legal or fiduciary obligation of confidentiality owed to the Company or its
                                            affiliates;



 


		(iii)	that becomes known to the receiving
                                            Shareholder Party or its designated representatives through disclosure by sources, other
                                            than the Company, provided that such sources are not known y the receiving Shareholder Party
                                            to be bound by a confidentiality agreement with, or other contractual, legal, or fiduciary
                                            obligation of confidentiality to, the Company or its affiliates with respect to such information;



 


		(iv)	that is independently developed by
                                            the receiving Shareholder Party or its designated representatives without use of or reference
                                            to the Confidential Information, as is clearly provable by competent evidence in their possession;
                                            or



 


		(v)	that the receiving Shareholder Party
                                            or its designated representatives is required, in the good faith determination of such receiving
                                            Shareholder Party or designated representative, to disclose by applicable Law, regulation
                                            or legal process, provided that such receiving Shareholder Party or designated representative
                                            takes reasonable steps to minimize the extent of any such required disclosure, discloses
                                            only that portion of the Confidential Information that such Shareholder Party’s legal
                                            counsel advises is legally required to be disclosed, and, if permissible, provides the Company
                                            with the opportunity to seek a protective order or other appropriate remedy to prevent such
                                            disclosure and which removes the Shareholder Party’s requirement to disclose by applicable
                                            Law, regulation or legal process, as applicable.



 


		(g)	“Covered Shares”
                                            has the meaning set forth in Section 3.01(a).



 


		(h)	“designated representative”
                                            means, with respect to a Shareholder Party, (a) its and its affiliates’ directors,
                                            managers, officers, attorneys, accountants, consultants, insurers, financing sources and
                                            other advisors in connection with such Shareholder Party’s investment in the Company
                                            and (b) any of such Shareholder Party’s or its respective affiliates’ partners,
                                            members, shareholders, directors, managers, officers, other fiduciaries, employees or agents
                                            in the ordinary course of business, so long as such Person has agreed to maintain the confidentiality
                                            of the information relating to the Company provided to it.



 






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		(i)	“Exchange Act” means
                                            the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
                                            thereunder, as the same may be amended from time to time.



 


		(j)	“Lock-Up Period”
                                            has the meaning set forth in Section 3.01(a).



 


		(k)	“Permitted Transferees”
                                            means with respect to a Shareholder Party, a transferee of shares that agrees to become party
                                            to, and to be bound to the same extent as its Transferor by the terms of, this Agreement.



 


		(l)	“Shareholder Party”
                                            has the meaning set forth in the Preamble.



 


		(m)	“shares” means the
                                            Company Ordinary Shares held by the Shareholder Parties immediately following the Merger.



 


		(n)	“Sponsor” has the
                                            meaning set forth in the Preamble.



 


		(o)	“Stock Price” means,
                                            on any Trading Day after the Closing, the volume-weighted average closing price of one Company
                                            Ordinary Share reported as of 4:00 p.m., New York, New York time on such Trading Day, as
                                            reported by Bloomberg Financial L.P. using the AQR function (or, if not reported therein,
                                            in another authoritative source selected by the board of directors of the Company).



 


		(p)	“Trading Day” means
                                            any day on which Company Ordinary Shares are tradeable on the principal securities exchange
                                            or securities market on which Company Ordinary Shares are then traded.



 


Section 1.02         Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive
but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words
“hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to sections of this
Agreement unless otherwise specified.


 


Article II.     CONFIDENTIALITY


 


Section 2.01        Confidentiality.
Each Shareholder Party agrees that it will, and will direct its designated representatives to, keep confidential and not disclose any
Confidential Information; provided, however, that the Sponsor may disclose Confidential Information (a) to its respective designated
representatives and (b) as the Company may otherwise consent in writing; provided, further, however, that each Shareholder Party
agrees to be responsible for any breaches of this Article II by such Shareholder Party’s designated representatives
and agrees, at its sole expense, to take commercially reasonable measures (including, but not limited to, court proceedings) to restrain
its designated representatives from prohibited or unauthorized disclosure of the Confidential Information.


 






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Article III.     LOCK-UP


 


Section 3.01        Lock-Up.


 


		(a)	During the period beginning on the effective
                                            time of the Merger (the “Effective Time”) and continuing to and including
                                            the date that is the earlier of (i) the one (1) year anniversary of the Effective
                                            Time, or (ii) the date on which the Stock Price of the Company Ordinary Shares is greater
                                            than or equal to $12.00 over 20 Trading Days within any period of 30 consecutive Trading
                                            Days (provided, however, that this clause (ii) shall only apply starting on the 150-day
                                            anniversary of the Effective Time) (the “Lock-Up Period”), each Shareholder
                                            Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant
                                            any option to purchase, make any short sale or otherwise dispose of any shares, or any options
                                            or warrants to purchase any shares, or any securities convertible into, exchangeable for
                                            or that represent the right to receive shares, or any interest in any of the foregoing, whether
                                            now owned or hereinafter acquired, owned directly by the undersigned (including holding as
                                            a custodian) or with respect to which the undersigned has beneficial ownership within the
                                            rules and regulations of the U.S. Securities and Exchange Commission (collectively,
                                            the “Covered Shares”). The foregoing restriction is expressly agreed to
                                            preclude such Shareholder Party from engaging in any hedging or other transaction which is
                                            designed to or which reasonably could be expected to lead to or result in a sale or disposition
                                            of the Covered Shares even if such Covered Shares would be disposed of by someone other than
                                            such Shareholder Party. Such prohibited hedging or other transactions would include, without
                                            limitation, any short sale or any purchase, sale or grant of any right (including, without
                                            limitation, any put or call option) with respect to any of the Covered Shares or with respect
                                            to any security that includes, relates to, or derives any significant part of its value from
                                            such Covered Shares.



 


		(b)	Notwithstanding the foregoing, a Shareholder
                                            Party may transfer or dispose of its shares following the Closing (i) by will or intestacy,
                                            (ii) as a bona fide gift or gifts, including to charitable organizations, (iii) to
                                            any trust, partnership, limited liability company or other entity for the direct or indirect
                                            benefit of the undersigned or the immediate family of the undersigned (for purposes of this
                                            Section 3.01, “immediate family” shall mean any relationship
                                            by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to
                                            any immediate family member or other dependent, (v) as a distribution to limited partners,
                                            beneficial owners (in the case of a nominee), members or shareholders of such Shareholder
                                            Party, (vi) to its affiliated investment funds, other affiliated entity controlled by,
                                            any account managed by, or designee of, such Shareholder Party or its or their Affiliates,
                                            (vii) to a nominee or custodian of a Person to whom a disposition or transfer would
                                            be permissible under clauses (i) through (vi) above, (viii) pursuant to an
                                            order or decree of a Governmental Entity, (ix) to the Company or its Subsidiary or parent
                                            entities upon death, disability or termination of employment, in each case, of such holder,
                                            (x) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction
                                            in each case made to all holders of the shares involving a Change of Control (as defined
                                            below) (including negotiating and entering into an agreement providing for any such transaction),
                                            provided that in the event that such tender offer, merger, consolidation or other such transaction
                                            is not completed, such Shareholder Party’s shares shall remain subject to the provisions
                                            of this Section 3.01, (xi) to the Company (1) pursuant to the exercise,
                                            in each case on a “cashless” or “net exercise” basis, of any option
                                            to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements
                                            which are set to expire during the Lock-Up Period, where any shares received by the undersigned
                                            upon any such exercise will be subject to the terms of this Section 3.01, or
                                            (2) for the purpose of satisfying any withholding taxes (including estimated taxes)
                                            due as a result of the exercise of any option to purchase shares or the vesting of any restricted
                                            stock awards granted by the Company pursuant to employee benefit plans or arrangements which
                                            are set to expire or automatically vest during the Lock-Up Period, in each case on a “cashless”
                                            or “net exercise” basis, where any shares received by such Shareholder Party
                                            upon any such exercise or vesting will be subject to the terms of this Section 3.01,
                                            (xii) in any transaction relating to Company Ordinary Shares acquired by the undersigned
                                            in open market transactions; or (xiii) with the prior written consent of the Company;
                                            provided that:



 


		(i)	in the case of each transfer or distribution
                                            pursuant to clauses (ii) through (vii) above, (a) each donee, trustee, distributee
                                            or transferee, as the case may be, agrees to be bound in writing by the restrictions set
                                            forth in this Section 3.01; and (b) any such transfer or distribution shall
                                            not involve a disposition for value, other than with respect to any such transfer or distribution
                                            for which the transferor or distributor receives (x) equity interests of such transferee
                                            or (y) such transferee’s interests in the transferor;



 






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		(ii)	in the case of each transfer or distribution
                                            pursuant to clauses (ii) through (vii) above, if any public reports or filings
                                            (including filings under Section 16(a) of the Exchange Act) reporting a reduction
                                            in beneficial ownership of shares shall be required or shall be voluntarily made during the
                                            Lock-Up Period, (x) such Shareholder Party shall provide the Company prior written notice
                                            informing them of such report or filing and (y) such report or filing shall disclose
                                            that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound
                                            in writing by the restrictions set forth herein; and



 


		(iii)	for purposes of clause (x) above,
                                            “Change of Control” shall mean the transfer to or acquisition by (whether
                                            by tender offer, merger, consolidation, division or other similar transaction), in one transaction
                                            or a series of related transactions, a Person or group of affiliated Persons (other than
                                            an underwriter pursuant to an offering), of the Company’s voting securities if, after
                                            such transfer or acquisition, such Person or group of affiliated Persons would beneficially
                                            own more than 50% of the outstanding voting securities of the Company (or the surviving entity).



 


		(c)	Each Shareholder Party shall be permitted
                                            to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange
                                            Act during the applicable Lock-Up Period so long as no transfers or other dispositions of
                                            such Shareholder Party’s shares in contravention of Section 3.01 are effected
                                            prior to the expiration of the applicable Lock-Up Period.



 


		(d)	Each Shareholder Party also agrees and
                                            consents to the entry of stop transfer instructions with the Company’s transfer agent
                                            and registrar against the transfer of the covered shares except in compliance with the foregoing
                                            restrictions and to the addition of a legend to such Shareholder Party’s shares describing
                                            the foregoing restrictions.



 


		(e)	In the event that the Company grants
                                            a release to any Shareholder Party from the lock-up restrictions set forth in this Article III,
                                            the Company shall promptly provide the other Shareholder Parties with notice thereof and
                                            the same percentage of each of the other Shareholder Parties’ Company Ordinary Shares
                                            (the “Pro-Rata Release”) shall be immediately and fully released on the
                                            same terms from any remaining lock-up restrictions set forth herein.



 






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		(f)	Any Company Ordinary Shares acquired
                                            by the undersigned pursuant to any subscription agreement executed in connection with the
                                            PIPE Investment shall not be subject to the lockup provisions of this Article III.



 


Article IV.     GENERAL
PROVISIONS


 


Section 4.01         Termination.
Subject to Section 4.13 or the early termination of any provision as a result of an amendment to this Agreement agreed to
by the Company Board and the Shareholder Parties, as provided under Section 4.03, this Agreement shall not terminate with
respect to a Shareholder Party or its Permitted Transferees until the expiration of the Lock-Up Period. Effective as of, and contingent
upon the consummation of the Merger, this Agreement shall supersede and replace in all respects the lock-up restrictions set forth in
paragraph seven of the letter agreement, dated December 17, 2020, between the Sponsor and SPAC.


 


Section 4.02        Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date of delivery if delivered
personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight
delivery; (c) when sent, if delivered by email (provided that no “error message” or other notification of
non-delivery is generated); or (d) on the fifth (5th) Business Day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:


 


if to SPAC, to:    




 


	 	c/o SPAC

    MedTech Acquisition Corporation

    600 Fifth Avenue, 22nd Floor

    New York, NY 10022

    Attention:     Christopher C. Dewey

    Email:             ccdewey@gmail.com

     




 


with a copy to (which shall not constitute notice):  




 


	 	Foley & Lardner LLP

    100 N Tampa St Suite 2700

    Tampa, FL 33602

    Attention:     Kevin Shuler

    Phone:           813-225-5441

    Email:             kshuler@foley.com

     




 


and    




 


	 	Meitar | Law Offices

    16 Abba Hillel Rd.

    Ramat Gan 5250608, Israel

    Attention:     Clifford M.J. Felig

    Phone:           +972-3-610-3100

    Email:             cfelig@meitar.com

     




 






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if to the Company, to:  




 





	 	Memic Innovative Surgery Ltd.
	 	6 Yonatan Netanyahu
	 	Or Yehuda 6037604, Israel
	 	Attention: 	Dvir Cohen
	 	 	Noam Atar
	 	Email:	dvirco@memicmed.com
	 	 	noam@memicmed.com


 


with a copy to (which shall not constitute notice):  




 





	 	Greenberg Traurig, P.A.
	 	333 SE 2nd Avenue, Suite 4400
	 	Miami, Florida 33131
	 	Attention: 	Bob Grossman
	 	 	Daniella Silberstein
	 	E-mail:	grossmanb@gtlaw.com
	 	 	silbersteind@gtlaw.com



 


and    




 






	 	Tadmor Levy & Co.
	 	5 Azrieli Center, Square Building, 34th Floor
	 	132 Begin Road, Tel Aviv 6701101, Israel
	 	Attention:	Elie Sprung, Adv.
	 	Phone: 	+972-36846000
	 	Email:	elie@tadmor-levy.com


 


If to any Shareholder Party, to such address
indicated on the Company’s records with respect to such Shareholder Party or to such other address or addresses as such Shareholder
Party may from time to time designate in writing to the Company.


 


Section 4.03        Amendment;
Waiver.


 


		(a)	The terms and provisions of this Agreement
                                            may be amended or modified in whole or in part only by a duly authorized agreement in writing
                                            executed by the Company and the Shareholder Parties holding a majority of the shares then
                                            held by the Shareholder Parties in the aggregate as to which this Agreement has not been
                                            terminated pursuant to Section 4.01; provided, however, that in
                                            the event any such amendment or modification would be disproportionate and adverse in any
                                            material respect to the material rights or obligations hereunder of a Shareholder Party,
                                            the written consent of such Shareholder Party will also be required.



 


		(b)	Except as expressly set forth in this
                                            Agreement, neither the failure nor delay on the part of any party hereto to exercise any
                                            right, remedy, power or privilege under this Agreement shall operate as a waiver thereof,
                                            nor shall any single or partial exercise of any right, remedy power or privilege preclude
                                            any other or further exercise of the same or of any other right, remedy, power or privilege,
                                            nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence
                                            be construed as a waiver of such right, remedy, power or privilege with respect to any other
                                            occurrence.



 






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		(c)	No party shall be deemed to have waived
                                            any claim arising out of this Agreement, or any right, remedy, power or privilege under this
                                            Agreement, unless the waiver of such claim, right, remedy, power or privilege is expressly
                                            set forth in a written instrument duly executed and delivered on behalf of such party; and
                                            any such waiver shall not be applicable or have any effect except in the specific instance
                                            in which it is given.



 


		(d)	Any party hereto may unilaterally waive
                                            any of its rights hereunder in a signed writing delivered to the Company.



 


Section 4.04         Further
Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their
votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect
to this Agreement and every provision hereof. To the fullest extent permitted by Law, the Company shall not directly or indirectly take
any action that is intended to, or would reasonably be expected to result in, the Shareholder Parties being deprived of the rights contemplated
by this Agreement.


 


Section 4.05        Assignment.
No party shall assign, delegate, or otherwise transfer this Agreement or any part hereof without the prior written consent of the other
parties hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 4.05 shall
be null and void, ab initio.


 


Section 4.06        Third
Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other
than the parties hereto, any right or remedies under or by reason of this Agreement.


 


Section 4.07        Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, 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.


 


Section 4.08        Jurisdiction;
Waiver of Jury Trial.


 


		(a)	Each of the parties hereto irrevocably
                                            and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State
                                            of Delaware (or, to the extent that the such court does not have subject matter jurisdiction,
                                            the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in
                                            the United States District Court for the District of Delaware), for the purposes of any Proceeding
                                            (as defined in the Business Combination Agreement), claim, demand, action or cause of action
                                            (a) arising under this Agreement or (b) in any way connected with or related or
                                            incidental to the dealings of the parties hereto in respect of this Agreement, and irrevocably
                                            and unconditionally waives any objection to the laying of venue of any such Proceeding in
                                            any such court, and further irrevocably and unconditionally waives and agrees not to plead
                                            or claim in any such court that any such Proceeding has been brought in an inconvenient forum.
                                            Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way
                                            of motion or as a defense, counterclaim or otherwise, in any Proceeding, claim, demand, action
                                            or cause of action against such Party (i) arising under this Agreement or (ii) in
                                            any way connected with or related or incidental to the dealings of the parties hereto in
                                            respect of this Agreement, (A) any claim that such party is not personally subject to
                                            the jurisdiction of the courts as described in this Section 4.08 for any reason,
                                            (B) that such party or such party’s property is exempt or immune from the jurisdiction
                                            of any such court or from any legal process commenced in such courts (whether through service
                                            of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution
                                            of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action
                                            or cause of action in any such court is brought against such party in an inconvenient forum,
                                            (y) the venue of such Proceeding, claim, demand, action or cause of action against such
                                            party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced
                                            against such party in or by such courts. Each party agrees that service of any process, summons,
                                            notice or document by registered mail to such party’s respective address set forth
                                            in Section 4.08 shall be effective service of process for any such Proceeding,
                                            claim, demand, action or cause of action.



 






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		(b)	TO THE EXTENT NOT PROHIBITED BY APPLICABLE
                                            LEGAL REQUIREMENTS THAT CANNOT BE WAIVED, THE PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST
                                            EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION,
                                            OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT
                                            OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
                                            HERETO IN RESPECT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
                                            IN CONTRACT, TORT, EQUITY, OR OTHERWISE.  THE PARTIES HERETO EACH HEREBY AGREES AND
                                            CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
                                            BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF
                                            A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
                                            HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES
                                            THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
                                            OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
                                            THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
                                            OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH
                                            SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
                                            WAIVERS AND CERTIFICATIONS IN THIS Section 4.08.



 


Section 4.09        Specific
Performance. The parties hereto each agree that irreparable damage for which monetary damages, even if available, would not be an
adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement
in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (a) the parties
shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement, and (b) the
right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of
the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and
other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is
not an appropriate remedy for any reason at law or equity. The parties hereto each acknowledge and agree that any party seeking an injunction
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this
Section 4.09 shall not be required to provide any bond or other security in connection with any such injunction.


 






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Section 4.10       Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


Section 4.11        Entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject
matter hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, with respect to the subject
matter contemplated by this Agreement exist between the parties hereto except as expressly set forth or referenced in this Agreement.


 


Section 4.12        Captions;
Counterparts. The headings, subheadings and captions contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement. This Agreement and any amendment hereto may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Agreement or any amendment hereto by electronic means, including DocuSign,
e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any amendment hereto.


 


Section 4.13        Effectiveness;
Termination. This Agreement shall be valid and enforceable as of the date of this Agreement and may not be revoked by any party hereto;
provided that the provisions herein (other than this Article IV) shall not be effective until the consummation of the Merger.
In the event the Business Combination Agreement is terminated in accordance with its terms, this Agreement shall automatically terminate
and be of no further force or effect.


 


Section 4.14        Conflicts.
In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions with respect
to transfer restrictions on shares of the Company set forth in the Company Amended and Restated Articles of Association, the terms and
conditions set forth in this Agreement shall prevail.


 


[Remainder of Page Intentionally Left
Blank]


 






    10


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Confidentiality and Lock-Up Agreement on the day and year first above written.


 


	 	MEMIC
    INNOVATIVE SURGERY LTD.
	 	 
	 	By:	/s/
    Dvir Cohen
	 	 	Name: 	Dvir Cohen 
	 	 	Title:	CEO


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    11


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Confidentiality and Lock-Up Agreement on the day and year first above written.


 


	 	Solely
    for the purposes of Section 4.01: 
	 	 	 
	 	MEDTECH
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Karim Karti
	 	 	Name: 	Karim Karti
	 	 	Title:	Chairman of the Board


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    12


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Confidentiality and Lock-Up Agreement on the day and year first above written.


 


	 	MEDTECH
    ACQUISITION SPONSOR LLC
	 	 
	 	By:	/s/
    Christopher Dewey
	 	 	Name: 	Christopher Dewey
	 	 	Title: 	Managing Member


 


[Signature Page to Confidentiality
and Lock-Up Agreement]


 






    13


     


    

 


	 	 Memic Innovative Surgery Ltd.






 


	 	By:	/s/
    Dvir Cohen
	 	Name: 	Dvir Cohen
	 	Title: 	CEO


 


	 	ARIEL SCIENTIFIC INNOVATIONS LTD.






 


	 	By:	/s/
Israel Frieder         
	 	Name: 	Israel Frieder
	 	Title: 	Chairman


 


	 	ARIEL SCIENTIFIC INNOVATIONS LTD.






 


	 	By:	/s/
Larry Loer   
	 	Name: 	Larry Loer
	 	Title: 	CEO




 


	 	/s/
    Boaz Ben-Moshe
	 	BOAZ BEN-MOSHE


 


	 	/s/
    Nir Shvalb
	 	NIR SHVALB


 


	 	 U.M. ACCELMED MEDICAL PARTNERS, L.P.






 


	 	By:	/s/
    Uri Geiger
	 	Name: 	Uri Geiger
	 	Title:  	Managing Partner


 


	 	 MIVTACH SHAMIR TECHNOLOGIES (2000) LTD.






 


	 	By:	/s/
    Meir Shamir
	 	Name: 	Meir Shamir
	 	Title: 	CEO


 


	 	 MIVTACH SHAMIR TECHNOLOGIES (2000) LTD.






 


	 	By:	/s/
    Limor Avidor
	 	Name: 	Limor Avidor
	 	Title: 	Deputy CEO


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    14


     


    

 


	 	PEREGRINE VC INVESTMENTS III (ISRAEL) L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title: 	 General Partner


 





	 	PEREGRINE VC INVESTMENTS III (ISRAEL) L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	 Boaz Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS II (US INVESTORS) L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS II (US INVESTORS) L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS IV (OTHER INVESTORS), L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS IV (OTHER INVESTORS), L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	 Boaz Lifschitz
	 	Title:  	General Partner


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    15


     


    

 


	 	PEREGRINE VC INVESTMENTS II (ISRAEL) L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS II (ISRAEL) L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS III (OTHER INVESTORS), L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title: 	 General Partner


 


	 	PEREGRINE VC INVESTMENTS III (OTHER INVESTORS), L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name:	 Boaz Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS III (U.S. INVESTORS), L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS III (U.S. INVESTORS), L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title: 	 General Partner


 


	 	PEREGRINE VENTURES MANAGEMENT LTD.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name:	 Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VENTURES MANAGEMENT LTD.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner



 


	 	PEREGRINE VC INVESTMENTS IV (IL), L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title: 	 General Partner


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    


     


    

 


	 	PEREGRINE VC INVESTMENTS IV (IL), L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title: 	General Partner


 


	 	PEREGRINE VC INVESTMENTS IV (US INVESTORS), L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name:	 Eyal Lifschitz
	 	Title: 	General Partner


 


	 	PEREGRINE VC INVESTMENTS IV (US INVESTORS), L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS II (OTHER INVESTORS) L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VC INVESTMENTS II (OTHER INVESTORS) L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    


     


    

 


	 	PEREGRINE VENTURES GROWTH GP L.P.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title:  	General Partner


 


	 	PEREGRINE VENTURES GROWTH GP L.P.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner


 


	 	INCENTIVE II MANAGEMENT LTD.






 


	 	By:	/s/
    Eyal Lifschitz
	 	Name: 	Eyal Lifschitz
	 	Title: 	General Partner


 


	 	INCENTIVE II MANAGEMENT LTD.






 


	 	By:	/s/
    Boaz Lifschitz
	 	Name: 	Boaz Lifschitz
	 	Title:  	General Partner


 


	 	OURCROWD (INVESTMENT IN MEMIC) L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD (INVESTMENT IN MEMIC) L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title: 	CLO


 


	 	OURCROWD INTERNATIONAL INVESTMENT II, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title:	 COO


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    


     


    

 


	 	OURCROWD INTERNATIONAL INVESTMENT II, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name:	 Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD INTERNATIONAL INVESTMENT III, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD INTERNATIONAL INVESTMENT III, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD 50 III, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD 50 III, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD GP INVESTMENT FUND, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD GP INVESTMENT FUND, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


[Signature Page to Confidentiality and
Lock-Up Agreement]


 






    


     


    

 


	 	OURCROWD 50 II, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD 50 II, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD SQUARED II, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD SQUARED II, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD SQUARED, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD SQUARED, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD 50, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    


     


    

 


	 	OURCROWD 50, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	OURCROWD NOMINEE, L.P.






 


	 	By:	/s/
    Josh Wolff
	 	Name: 	Josh Wolff
	 	Title: 	COO


 


	 	OURCROWD NOMINEE, L.P.






 


	 	By:	/s/
    Cali Chill
	 	Name: 	Cali Chill
	 	Title:  	CLO


 


	 	AEGIS SPECIAL SITUATIONS FUND LLC – SERIES MEDTECH II






 


	 	By:	/s/
    Cassel Shapiro
	 	Name: 	Cassel Shapiro
	 	Title: 	Manager of the Manager


 


	 	DOING 4 S.R.L.






 


	 	By:	/s/
    Aldo Maccari
	 	Name: 	Aldo Maccari
	 	Title: 	CEO 


 


	 	JOHN L. COLTON TRUST






 


	 	By:	/s/
    John L. Colton
	 	Name: 	John L. Colton
	 	Title: 	Trustee 


 


[Signature Page to
Confidentiality and Lock-Up Agreement]


 






    


     


    

 


	 	HIGHLINE INVESTMENTS, LLC
	 	By its Manager, HighSage Ventures LLC






 


	 	By:	/s/
    Jennifer Stier
	 	Name: 	Jennifer Stier
	 	Title: 	President, HighSage Ventures LLC


 


	 	/s/
    Maurice Ferre
	 	MAURICE
    FERRE


 


[Signature Page to Confidentiality and
Lock-Up Agreement]


 






    


     


    

 


Exhibit a

SHAREHOLDER PARTIES


 


	Ariel
    Scientific Innovations Ltd.	 	Incentive
    II Management Ltd.
	Boaz
    Ben-Moshe	 	OurCrowd
    (Investment in Memic) L.P.
	Nir
    Shvalb	 	OurCrowd
    International Investment II, L.P.
	U.M.
    Accelmed Medical Partners L.P.	 	OurCrowd
    International Investment III L.P.
	Mivtach
    Shamir Technologies (2000) Ltd.	 	OurCrowd
    50 III L.P.
	Peregrine
    VC Investments II (Israel) L.P.	 	OurCrowd
    GP Investment Fund, L.P.
	Peregrine
    VC Investments II (US Investors) L.P.	 	OurCrowd
    50 II L.P.
	Peregrine
    VC Investments II (Other Investors) L.P.	 	OurCrowd
    Squared II L.P.
	Peregrine
    VC Investments III (Israel) L.P.	 	OurCrowd
    Squared L.P.
	Peregrine
    VC Investments III (Other Investors), L.P.	 	OurCrowd
    50 L.P.
	Peregrine
    VC Investments III (U.S. Investors), L.P.	 	OurCrowd
    Nominee L.P.
	Peregrine
    Ventures Management Ltd.	 	Highline
    Investments LLC
	Peregrine
    VC Investments IV (IL) L.P.	 	Doing
    4 S.R.L.
	Peregrine
    VC Investments IV (US Investors) L.P.	 	John
    L. Colton Trust
	Peregrine
    VC Investments IV (Other Investors) L.P.	 	Aegis
    Special Situations Fund LLC – Series Medtech II
	Peregrine
    Ventures Growth GP L.P.	 	Maurice
    Ferre


 






    A-1


     


    

 


exhibit
b

Form of joinder to confidentiality and lock-up agreement


 


Reference is made to the
Confidentiality and Lock-Up Agreement, dated as of ___________, 2021 by and among Memic Innovative Surgery Ltd., a private company organized
under the laws of the State of Israel (the “Company”), MedTech Acquisition Sponsor, LLC, a Delaware limited liability
company (the “Sponsor”) and the other Shareholder Parties (as defined therein) from time to time party thereto (as
amended from time to time, the “Confidentiality and Lock-Up Agreement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Confidentiality and Lock-Up Agreement.


 


Each of the Company and each
undersigned holder of ordinary shares of the Company (each, a “New Shareholder Party”) agrees that this Joinder to
the Confidentiality Lock-Up Agreement (this “Joinder”) is being executed and delivered for good and valuable consideration.


 


Each
undersigned New Shareholder Party hereby agrees to and does become party to the Confidentiality and Lock-Up Agreement as a Shareholder
Party. This Joinder shall serve as a counterpart signature page to the Confidentiality and Lock-Up Agreement, and by executing below,
each undersigned New Shareholder Party is deemed to have executed the Confidentiality and Lock-Up Agreement with the same force and effect
as if originally named a party thereto.


 


This Joinder may be executed
in multiple counterparts, including by means of facsimile or electronic signature, each of which shall be deemed an original, but all
of which together shall constitute the same instrument.


 


[Remainder of Page Intentionally Left
Blank]


 






    B-1


     


    

 


IN WITNESS WHEREOF, the undersigned
have duly executed this Joinder as of the date first set forth above.


 


	 	[SHAREHOLDER PARTY]






 


	 	By:	 
	 	 	Name: 	 
	 	 	Title:  	 



 


	 	MEMIC INNOVATIVE SURGERY LTD.



 


	 	By:	 
	 	 	Name: 	 
	 	 	Title:  	 



 


	 	MEDTECH ACQUISITION SPONSOR, LLC



 


	 	By:	 
	 	 	Name: 	 
	 	 	Title:  	 



 


[Signature Page to Joinder to the Confidentiality
and Lock-Up Agreement]