Exhibit
10.6


 


THIS
PROMISSORY NOTE (THIS “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 May 5, 2021


 


FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, Thrive Acquisition Corporation, a Cayman Islands exempted company
(“Maker”), promises to pay to Thrive Acquisition Sponsor LLC, a Cayman Islands limited liability company, or its registered
assigns or successors in interest (collectively, “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 due and payable in full on the earlier of: (i) January 5, 2022,
and (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii), the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid
at any time by Maker, at its election and without penalty. 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.
Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000)
in draw downs under this Note to be used for costs and expenses related to Maker’s proposed initial public offering of its securities
(the “IPO”), including its formation. The principal of this Note may be drawn down from time to time prior to the
Maturity Date upon 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 Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no
later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns
outstanding under this Note at any time may not exceed 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.


 


3.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


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 on the Maturity Date.


 




    	 



    


    

 


(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 sixty
(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) or 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 Note shall be: (i) in writing and
delivered personally or sent by first class registered or certified mail, overnight courier service 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 (including .pdf), 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 mail, 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 GIVING EFFECT TO CONFLICTS
OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION.


 


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


 


15.
Counterparts. This Note may be executed in several original or facsimile or electronic transmission counterparts, each of which shall
constitute an original, and together shall constitute but one instrument.


 


[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.


 


	 	THRIVE
    ACQUISITION CORPORATION 
	 	 
	 	By:
    	/s/ Benjamin Kao
	 		Name:
    	Benjamin
    Kao 
	 		Title:
    	Director
    








 


	Agreed
                                            and Acknowledged:


 


THRIVE
ACQUISITION SPONSOR LLC 


	 
	 	 	 	 
	CLAREMONT
    INVESTMENTS THREE, LLC 	 
	 	 	 	 
	By:
    	/s/ Benjamin Kao	 
		Name:
    	Benjamin
    Kao 	 
		Title:
    	Authorized
    Signatory	 


  


[Signature
Page to Promissory Note]