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: $300,000	Dated as of April 27, 2021







 


Green Visor Financial Technology Acquisition Corp.
I, a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Green Visor Capital SPAC I Holdings
LLC or its registered assigns or successors in interest (the “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 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 entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021, and (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 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 the Maker, be obligated personally for any obligations
or liabilities of the 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 drawdowns under this Note to be used for costs and expenses related to Maker’s formation and the proposed initial public
offering of its securities (the “IPO”). Principal of this Note may be drawn down from time to time prior to the Maturity
Date 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 Five Thousand Dollars ($5,000). 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. Each of 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 immediately due 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 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: in writing
and delivered (i) 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.


 


10.          Governing Law. This Note and the rights and obligations of the parties hereunder shall be governed by and construed
in accordance with the law of the State of New York.


 


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.


 






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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 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 U.S. 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.


 


15.          Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


 


[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.


 


		GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I
	 	 	 
	 	By: 	/s/ Joseph W. Saunders 
	 	 	Name: Joseph W. Saunders
	 	 	Title:   Director



 


Acknowledged and Agreed to as of the date


first written above.


 


	GREEN VISOR CAPITAL SPAC I HOLDINGS LLC	 
	 	 	 
	By:	Green Visor Capital Management Company LLC, its manager	 
	 	 	 
	By:	/s/ Simon Yoo 	 
	 	Name: Simon Yoo	 
	 	Title:   Authorized Person	 



 


[Signature Page to Promissory
Note]