Exhibit 10.6


 


THIS AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS AMENDED AND RESTATED 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.
 


 


AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal Amount: $600,000	Dated as of October 21, 2021


 


WHEREAS, on June 21, 2021,
the undersigned RCF Acquisition Corp., a Cayman Islands exempted company (the “Maker”), issued that certain Promissory
Note (the “Original Promissory Note”) to RCF VII Sponsor LLC, a Delaware limited liability company, or its registered
assigns or successors in interest (the “Payee”); and


 


WHEREAS, the Maker and Payee
desire to amend and restate in its entirety the Original Promissory Note on the terms and conditions provided in this note (the “Amended
and Restated Note”).


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly
recognized by each of the parties hereto, the parties agree as follows:


 


The Maker hereby promises
to pay to the order of Payee, or order, the principal sum of Six Hundred Thousand Dollars ($600,000) or such lesser amount as shall have
been advanced by Payee to Maker and shall remain unpaid under this Amended and Restated 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 Amended and
Restated 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 Amended and Restated Note.


 


1. Principal. The
entire unpaid principal balance of this Amended and Restated Note shall be payable on the earlier of: (i) December 31, 2021 or (ii) the
date on which Maker consummates an initial public offering (the “IPO”) 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated
Note to be due immediately and payable, whereupon the unpaid principal amount of this Amended and Restated 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 4(b) or 4(c), the unpaid principal balance of this Amended and Restated Note,
and all other sums payable with regard to this Amended and Restated 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 Amended and Restated 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 Amended and Restated 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.


 


7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Amended and Restated 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 Amended and Restated Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 






    2 


    


    

 


8. Notices. All
notices, statements or other documents which are required or contemplated by this Amended and Restated Note 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
AMENDED AND RESTATED 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 Amended and Restated 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 Amended and Restated 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.


 






    3 


    


    

  


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Amended and Restated Note to be duly executed by the undersigned as of the day and year first
above written.


 


	 	
    RCF ACQUISITION CORP.

	 	a Cayman Islands exempted company
	 	 	 
	 	By:	/s/ Sunny S. Shah
	 	 	Name: 	 Sunny S. Shah
	 	 	Title: 	Chief Executive Officer


  


[Signature Page to A&R Promissory Note]


 


 


4