Exhibit 10.1

    

    

    PROMISSORY NOTE

    

    

    	
            Principal Amount: Up to $5,000,000

          	
            As of December 13, 2021

          


    

    

    Healthcare Services Acquisition Corporation, a Delaware corporation and blank check company (“Maker”), promises to pay to the order of Healthcare
      Services Acquisition Holdings LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”) the principal sum of Five Million Dollars ($5,000,000) or such lesser amount as shall have been advanced by Payee
      to Maker and shall remain unpaid under this Note on the maturity date 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 entire unpaid principal balance
        of this Note shall be repayable on the consummation of the Maker’s merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Payee
        understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in
        connection with its initial public offering.

     

    	 	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 following the date when due.

     

    (b)         Voluntary Bankruptcy, Etc. The commencement by
        Maker of a voluntary case under any applicable federal or state 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 federal or state 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.           Conversion. Upon consummation of a Business
        Combination, the Payee shall have the option, but not the obligation, to convert up to $2,000,000 of the principal balance of this Note, at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.00 per Warrant, each
        Warrant being identical to the “private placement warrants” (as defined in Maker’s final prospectus in connection with the IPO). As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least
        24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, in book-entry form or a certificate or
        certificates (issued in the name(s) requested by Payee) for the number of Warrants of Maker issuable upon the conversion of this Note.

     

    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 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.

     

    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. Any notice called for hereunder
        shall be deemed properly given if (i)  sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by
        telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

     

      

    
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    If to Maker:

     

    Healthcare Services Acquisition Corporation

    7809 Woodmont Avenue, Suite 200

    Bethesda, MD 20814

     

    If to Payee:

     

    Healthcare Services Acquisition Holdings LLC

    7809 Woodmont Avenue, Suite 200

    Bethesda, MD 20814

     

    Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a
      telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender
      of delivery or dispatch by express mail or delivery service.

     

    10.            Construction. This Note shall be construed and
        enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.

     

    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 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.

     

    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. 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.

     

    IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer the day and year
      first above written.

    

    

    [Remainder of Page Intentionally Left Blank]

     

      

    
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            HEALTHCARE SERVICES ACQUISITION 

            CORPORATION

          
	 	 
	 	
            By:

          	
                /s/ John Stanfield

            

          
	 	
            Name:  John Stanfield

          
	 	
            Title:    Chief Financial Officer

          


    

    

    	
            HEALTHCARE SERVICES ACQUISITION 

            HOLDINGS LLC

          	 
	 	 
	
            By:

          	
              /s/ Tao Tan

          	 
	
            Name:   Tao Tan

          	 
	
            Title:     Chief Operating Officer

          	 


    

    

    [Signature Page to Promissory Note]