Exhibit 10.6


 


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: $300,000	 	Dated as of February 11, 2021


 


Gateway
Strategic Acquisition Co., an exempted company incorporated in the Cayman Islands (the “Maker”), promises to
pay to the order of Gaw Capital Acquisition Co., an exempted company incorporated in the Cayman Islands, or its registered assigns
or successors in interest (the “Payee”), or order, the principal sum of Three Hundred Thousand Dollars (US$300,000)
or such lesser amount as shall have been advanced by the Payee to the Maker 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 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 payable on the earlier of: (i) December 31,
2021 or (ii) the date on which the Maker consummates an initial public offering of its securities (such earlier date, the “Maturity
Date”). 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.   
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 the 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 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 60 consecutive days.


 


5.   
Remedies.


 


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


 






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6.    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 the 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, on 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.


 


7.   
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.


 


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 THE STATE 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.


 






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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.


 


 


 


	 	Gateway
    Strategic Acquisition Co.
	 	 
	 	 
	 	 
	 	By:	/s/
    Kevin Ka Man Lee
	 	 	Name:
    Kevin Ka Man Lee
	 	 	Title:
    Director and CFO




 


[Signature
Page to Promissory Note]


 








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