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 5, 2021


 


VIDA FLaSH Acquisitions, a
Cayman Islands exempted company (“Maker”), promises to pay to the order of FLaSH Investments LLC, a Cayman Islands
limited liability company, or its registered assigns or successors in interest (“Payee”),
or order, the principal sum of Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been advanced by Payee
to Maker and shall remain unpaid under this 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 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
entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 or (ii) the date on which
Maker consummates an initial public offering 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 Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


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 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 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.


 






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8. Notices. 
All notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered (i)
personally or by certified mail (return receipt requested) or overnight courier service or (ii) by electronic mail, if to Maker,
at the address of its principal offices and any electronic mail address as may be designated in writing by Maker and, if to Payee,
at its address in the books and records of Maker and any electronic mail address as may be designated in writing by Maker, or to
such other addresses as may be designated in writing by Maker or Payee. All such notices, statements or other documents shall be
deemed received on the date of receipt by the recipient thereof if received prior to 8:00 p.m. on a business day in the place of
receipt. Otherwise, any such notices, statements or other documents shall be deemed to have been received on the next succeeding
business day in the place of receipt.


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, 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 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]


 




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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.


 


	 	
        VIDA FLASH ACQUISITIONS

        a Cayman Islands exempted company

	 	 	 
	 	By:	/s/ Frank Litvack
	 	 	Name: Frank Litvack
	 	 	Title:   Chief Executive Officer


 


[Signature Page to Promissory Note]