Exhibit 10.2


 


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 MAKER THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


Principal Amount: $1,000,000


Issue Date: December 16, 2022


New York, New York


  



 


MedTech
Acquisition Corporation, a Delaware corporation (the “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 (the “Payee”), the principal sum of up to One Million Dollars ($1,000,000) (the “Principal Amount”)
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
Payee shall be obligated to lend to the Maker the Principal Amount. The principal balance of this Note shall be repayable on the date
on which the Maker consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (the “Initial Business Combination”). No amount shall be due under this Note
if such Initial Business Combination is not consummated on or before the 24 month anniversary of the date of the completion of the Maker’s
initial public offering (“IPO”) or such extended date as provided in the Maker’s Amended and Restated Certificate
of Incorporation, as amended from time to time.


 


2.            Interest. This
Note shall bear no interest.


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request up to One Million Dollars ($1,000,000) 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 Dollars ($1,000,000). 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 date specified above.


 






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(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.


 


(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, 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.


 


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.


 






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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.


 


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 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.


 


[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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