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 January 19, 2021



(as
set forth on the Schedule of Borrowings attached hereto)


 


Jaws
Wildcat Acquisition Corporation, a Cayman Islands exempted company and blank check company (the “Maker”), promises
to pay to the order of Wildcat Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest
(the “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 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 by the Maker on the earlier of: (i) June 30, 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.
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.
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 one (1) business day 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). No fees, payments or other amounts shall
be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


4.
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.


 


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 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.


 


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.


 






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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.


 


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 IPO conducted by the Maker
(including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued
in a private placement to occur in connection with 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.


 


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.


 


	 	JAWS WILDCAT ACQUISITION CORPORATION
	 	a Cayman Islands exempted company
	 	 
	 	By:	/s/ Matthew Walters
	 	 	Name:	Matthew Walters
	 	 	Title:	Chief Executive Officer



 


[Signature
Page to Promissory Note]


 




     


     


    

 


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