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


 


	 	Dated as of December 16, 2022
	Principal Amount: Up to $468,821.28	New York, New York


 


MedTech
Acquisition Corporation, a special purpose acquisition company incorporated as a Delaware corporation (the “Maker”),
promises to pay to the order of MedTech Acquisition Sponsor LLC, or its registered assigns
or successors in interest (the “Payee”), or order, the principal sum of up to $468,821.28 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 to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note.


 


1.            Principal.
The principal balance of this Note shall be due and payable by the Maker (such date, the “Maturity Date”),
subject to Section 12 below, (a) upon the consummation of the Maker’s proposed initial business combination and (b) the
date of the liquidation of the Maker.


 


2.            Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.            Drawdown
Requests. The Payee will fund up to $468,821.28 into the trust account of the Maker established in connection with its initial
public offering and currently maintained by Continental Stock Transfer & Trust Company, a New York corporation (the “Trust
Account”), such amounts to be for the benefit of the holders of the Maker’s unredeemed shares of Class A common stock
upon redemption or liquidation of the Maker in accordance with the Maker’s amended and restated certificate of incorporation, as
amended. The principal of this Note may be drawn down in six equal amounts of $78,136.88 per withdraw, between the 22nd
and 29th of each month (or portion thereof) from December 2022 through June 2023
(provided that the first withdrawal hereunder may be made concurrently with the execution hereof), up until the date on which the Maker
consummates its initial business combination, upon written request from the Maker to the Payee (each, a “Drawdown Request”).
Each Drawdown Request must be made before the 7th of each applicable monthly period (provided that, with respect to the first
Drawdown Request hereunder, such Drawdown Request may be made concurrently with the execution hereof), and state the amount to be drawn
down. The Payee, in its sole discretion, shall fund each Drawdown Request via a wire transfer directly to the Trust Account no later than
the 29th of each appliable monthly period; provided, however, that the maximum
amount of drawdowns collectively under this Note shall not exceed $468,821.28. Once an amount is drawn down under this Note, it shall
not be available for future Drawdown Requests. Except as set forth herein, no fees, payments or other amounts shall be due to the Payee
in connection with, or as a result of, any Drawdown Request by the Maker.


 


4.            Application
of Payments. 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 payment in full of any late charges
and finally 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 the 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 the 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 the 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 the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the 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 the 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 the 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 sixty (60) consecutive
days.


 


6.            Remedies.


 


(a)            Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the 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), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of the Payee.


 


7.            Waivers.
The 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 the Payee
under the terms of this Note, and all benefits that might accrue to the 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 the Maker agrees that any
real estate 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 the Payee.


 


8.            Unconditional
Liability. The 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 the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the 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 the Maker or affecting the Maker’s liability hereunder.


 


9.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (b) 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 or (c) 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 CONFLICT OF LAW 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, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the Trust Account in which the proceeds of the initial public
offering (“the “IPO”) conducted by the Maker (including the deferred underwriters’ discounts and commissions)
and the proceeds of the sale of the units issued in a private placement that occurred prior to the closing of the IPO were deposited,
as described in greater detail in the Maker’s Registration Statement on Form S-1 (File No. 333-251037) filed with the
Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


13.          Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.


 


14.          Assignment.
Maker may not assign or transfer this Note or any of its rights or obligations hereunder (by operation of law or otherwise) without the
prior written consent of Payee and any attempted assignment without the required consent shall be void.


 


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Signature page follows.]


 






     


     


    

 


IN
WITNESS WHEREOF, the 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


 


	 	MedTech Acquisition Sponsor LLC
	 	 	 
	 	By:	/s/ David J. Matlin
	 	 	Name: 	 David J. Matlin
	 	 	Title:	Managing Member


 


[Signature Page – Promissory Note]