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 December 2, 2020 (as set forth on the Schedule of Borrowings attached
hereto) G Squared Ascend I Inc., a Cayman Islands exempted company and blank check company (“Maker”), promises to
pay to the order of G Squared Ascend Management I, LLC, a Cayman Islands limited liability company, or its registered assigns
or successors in interest (“Payee”), or order, the principal sum of up to three hundred thousand U.S. dollars ($300,000)
(as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Promissory Note (this “Note”) shall be made by check or wire transfer
of immediately available funds or as otherwise determined by Maker to such account as 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) December31, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities
(the “IPO”). 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 costsincurred
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 amountdue 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 underany 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 courthaving 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. DocuSign Envelope
ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


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 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 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. 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 DocuSign Envelope ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


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, 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 IPO conducted by 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 Maker and 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] DocuSign Envelope ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


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. G Squared Ascend I Inc.
a Cayman Islands exempted company By: Name: Larry Aschebrook Title: Chairman of the Board


 






     


     


    

 


 


 


SCHEDULE OF BORROWINGS The following increases or decreases in
this Promissory Note have been made: Date of Increase or Decrease Amount of decrease in Principal Amount of this Promissory Note
Amount of increase in Principal Amount of this Promissory Note Principal Amount of this Promissory Note following such decrease
or increase