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 January 18, 2021


 


Principal Amount: up to $300,000


 


CHW Acquisition Corporation, a Cayman Islands
exempted company (the “Maker”), promises to pay to the order CHW Acquisition Sponsor LLC or its registered assigns
or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars
($300,000) 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 the Maker 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 payable on the earlier of (i) December 31, 2021
or (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”).


 


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


 


3.                 
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 attorney’s fees, then to the
payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


4.                 
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.


 


(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.


 


5.                 
Remedies.


 


(a)              
Upon the occurrence of an Event of Default specified in Section 4(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 thereunder, 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 4(b) or 4(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 Payee.


 


6.                 
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 the 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 estate 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.


 


7.                 
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.


 






    


     


    

 





8.                 
 Notices. All notices, statements or other documents which are required or contemplated by this Agreement
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.


 


9.                 
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


10.             
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.


 


11.             
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 to be
established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions)
and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to
be deposited, as described in greater detail in the registration statement and prospectus to be 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.


 


12.             
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.


 


13.             
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.


 


[Signature Page Follows]


 






    


     


    

 





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.


 


	 	CHW Acquisition Corporation
	 	 
	 	By:	/s/ Jonah Raskas

	 	Name: Jonah Raskas
	 	Title:   Co-Chief Executive Officer




 


[Signature Page to Promissory Note]