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: $250,000	Dated as of March 12, 2021


 


Crescera Capital Acquisition Corp., a Cayman Islands exempted company
and blank check company (the “Maker”), promises to pay to the order of Jaime Cardoso Danvila, or its registered assigns
or successors in interest (the “Payee”), or order, the principal sum of two hundred fifty thousand U.S. dollars ($250,000)
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 on the earlier of: (i) December 31, 2022 or (ii) the date on which Maker consummates an initial
public offering of its securities. The principal balance may be prepaid at any time.


 


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 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 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) and 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.     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.


 


7.     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.


 


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


 


[Signature page follows]


 




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IN WITNESS WHEREOF, 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.


 


	 	
    CRESCERA CAPITAL ACQUISITION CORP.

     

    a Cayman Islands exempted company

     

	 	By:	/s/ Jaime Cardoso Danvila
	 	 	Name:	Jaime Cardoso Danvila
	 	 	Title:	Director


 


[Signature Page to Promissory Note]