EX-10.6





 Exhibit 10.6 

THIS PROMISSORY NOTE (THIS “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 January 20, 2021
		 	New York, New York

 Angel Pond Holdings Corporation, a Cayman Islands exempted company and blank check company (the “Payor”),
promises to pay to the order of Angel Pond Partners LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of up to Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been
advanced by the Payee to the Payor and shall remain unpaid under this Note on the Maturity Date (as defined below) 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 Payor 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 payable by the Payor on the earlier of: (i) December 31, 2021 and
(ii) the date on which the Payor consummates an initial public offering of its securities or the definite abandonment of such public offering (such earlier date of (i) and (ii), the “Maturity Date”). The principal balance
may be prepaid at any time by the Payor at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Payor, be obligated personally for any
obligations or liabilities of the Payor hereunder. 
 2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 

3. Drawdown Requests. The Payor and the Payee agree that the Payor may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in
drawdowns under this Note to be used for costs and expenses related to the Payor’s formation and the proposed initial public offering of its securities (the “IPO”). Principal of this Note may be drawn down from time to time
prior to the Maturity Date upon written request from the Payor to the 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 the Payor and the Payee. The 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 outstanding
under this Note at any time may not exceed 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 the Payee in connection with, or as a result of, any Drawdown Request by the Payor. 












 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 the Payor 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 Payor 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 Payor 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 Payor generally to pay its debts as such debts become due, or the taking of corporate action by the Payor 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 Payor 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 Payor 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 Payor, 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) or 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 Payor waives 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 Payor 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 Payor 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. 

  
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 8. Unconditional Liability. The Payor 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 payors, endorsers, guarantors, or sureties may become parties hereto without notice to the Payor or affecting the Payor’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:
(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. 

10. 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. 
 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 to be conducted by the Payor (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. 

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

  
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 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. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the Payor, 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. 
  

			
	 ANGEL POND HOLDINGS CORPORATION

 

	 By:
	 	 /s/ Theodore Wang

	 Name: Theodore Wang

	 Title: Director



  

	
	Acknowledged and agreed to as of the date first written above.
	ANGEL POND PARTNERS LLC
	
	By: /s/
Theodore Wang                                      
      
	Name: Theodore Wang
	 Title: Managing Member


 [Signature Page to Promissory Note]