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: Up to $300,000	Dated as of February 27, 2020




 


Itiquira Acquisition
Corp., a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order
of Itiquira Partners I or its registered assigns or successors in interest (the “Payee”), or order, the principal
sum of up to Three Hundred Thousand Dollars ($300,000) 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) June 30, 2020 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.                  
Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for
costs reasonably related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down
from time to time prior to the earlier of: (i)  June 30, 2020 or (ii) the date on which Maker consummates an initial
public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each
Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000) unless
agreed upon by Maker and Payee. 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 collectively under this Note is 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 Payee in connection with, or as a result of, any Drawdown Request by
Maker. Notwithstanding the foregoing, 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 attorneys’ fees, and then 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 Maker to pay the principal amount due pursuant to this Note within
five (5) business days of the date specified in Section 1 hereof.


 






     


     


    

 





(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.


 


6.                  
Remedies. (a) Upon the occurrence of an Event of Default specified in Section 5(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 5(b) and 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 Payee.


 


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.
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.


 






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10.                
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS 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 initial public offering (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 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.


 


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.


 


[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.


 


	 	ITIQUIRA ACQUISITION CORP.,

    a Cayman Islands exempted company
	 	 
	 	By:	/s/ Paulo Carvalho de Gouvea
	 	 	Name:  Paulo Carvalho de Gouvea
	 	 	Title:    Chief Executive Officer and Director




 


[Signature Page to Promissory
Note]


 



     


     


    

 





AMENDMENT TO PROMISSORY NOTE


 


THIS AMENDMENT TO PROMISSORY
NOTE (this “Amendment”) is made and entered into as of December 21, 2020, between Itiquira Acquisition Corp.,
a Cayman Islands exempted company and blank check company (the “Maker”), and Itiquira Partners I or its registered
assigns or successors in interest (the “Payee”, and together with the Maker, the “Parties”).


 


WHEREAS, on February
27, 2020, the Maker issued to the Payee a Promissory Note (the “Note”; capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Note);


 


WHEREAS, as of the
date hereof, the principal amount outstanding under the Note is $10,000; and


 


WHEREAS, the Parties
desire to amend the Note as set forth herein.


 


1.       Section
1 of the Note entitled “Principal” is hereby amended and restated in its entirety as follows:


 


Principal.
The principal balance of this Note shall be payable on the earlier of: (i) June 30, 2021 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.       Section
3 of the Note entitled “Drawdown Requests” is hereby amended and restated in its entirety as follows:


 


Drawdown
Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably
related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time
prior to the earlier of: (i)  June 30, 2021 or (ii) the date on which Maker consummates an initial public offering of
its securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request
must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000) unless agreed upon by
Maker and Payee. 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 collectively under this Note is 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 Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding
the foregoing, 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 attorneys’ fees, and then to the reduction of the unpaid principal balance
of this Note.


 


3.       Payee
hereby waives any and all Events of Default occurring prior to the date hereof.


 






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4.      This
Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or
thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such
counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to
electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects
as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto or thereto shall
re-execute the original form of this Amendment and deliver such form to all other Parties. No Party hereto shall raise the
use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party
forever waives any such defense, except to the extent such defense relates to lack of authenticity.


 


[Signature Page Follows] 





 






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IN WITNESS WHEREOF,
the Parties have executed this Amendment effective as of the date first written above.


 


	 	
 ITIQUIRA ACQUISITION
    CORP.,
 a Cayman Islands exempted company
	 	 
	 	By:	/s/ Paulo Carvalho de Gouvea
	 	 	Name:  Paulo Carvalho de Gouvea
	 	 	Title:    Chief Executive Officer and Director
	 	 
	 	ITIQUIRA PARTNERS I,

    a Cayman Islands exempted company
	 	 
	 	By:	/s/ Paulo Carvalho de Gouvea
	 	 	Name:  Paulo Carvalho de Gouvea
	 	 	Title:    Director




 


[Signature Page to Amendment
to Promissory Note]