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 $300,000	Dated as of June 30, 2021
	 	New York, New York



 


PepperLime Health Acquisition Corporation,
a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of PepperOne
LLC, a Cayman Islands limited liability company, 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 by the Maker on the earlier of: (i) October 15, 2021 or (ii) the
date on which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time. Under
no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder.


 


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


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related
to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the
earlier of: (i) October 15, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities,
upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount
to be drawn down, must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee and shall be reflected
on Schedule A. 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 Three Hundred Thousand Dollars ($300,000). 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 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.


 


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.



 


		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.



 






     


     


    

 


7.            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), 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.



 


8.            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 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.


 


9.            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.


 


10.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered:
(i) 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 or (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.


 


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


 


12.            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.


 


13. 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 initial public offering (the “IPO”) to
be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants
to be issued in a private placement to occur prior to the closing 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.


 


14. 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.


 


15. 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 date first above written.


 


	 	PepperLime Health Acquisition Corporation
	 	 	 
	 	 	By:	/s/ Ramzi Haidamus
	 	 	Name: Ramzi Haidamus
	 	 	Title: Chairman of the Board and
    Chief Executive Officer



 






     


     


    

 


SCHEDULE A


 


	Date of Drawdown	           Amount	Use of Funds