Exhibit
10.6


 


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 ____________



 


Aquarius
I Acquisition Corp., an exempted company in the Cayman Islands (the “Maker”), promises to pay to the order of Aquarius
Sponsor Ltd. or its registered assigns or successors in interest (the “Payee”) the principal sum of Three-Hundred
Thousand Dollars ($300,000) 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 Promissory Note (this “Note”) shall
                                            be payable promptly on the earlier of (i) December 31, 2021 and (ii) the date on which the
                                            Maker consummates an initial public offering of its securities or the date on which the Company
                                            determines not to conduct an initial public offering of its securities. 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 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 of this Note within five (5) business days following the date when
due.



 


		(b)	Voluntary
Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for 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 similar law, for the appointing of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of the affairs of Maker, 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 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.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv)
sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with
this Section:



 






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If
to Maker:


Aquarius
Sponsor Ltd.


Ritter
House, Wickhams Cay II,


PO Box 3170,


Road
Town, Tortola VG1110, British Virgin Islands


 


If
to Payee:


Aquarius
I Acquisition Corp.


89
Nexus Way, Camana Bay,


Grand
Cayman, KY1-9009, Cayman Islands


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.


 


		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.	Jurisdiction.
                                            The courts of New York have exclusive jurisdiction to settle any dispute arising out
                                            of or in connection with this agreement (including a dispute relating to any non- contractual
                                            obligations arising out of or in connection with this agreement) and the parties submit to
                                            the exclusive jurisdiction of the courts 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.



 


		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 amounts contained in the trust account in which the proceeds of the initial public offering
                                            (the “IPO”) conducted by the Maker and the proceeds of the sale of securities
                                            in a private placement to occur prior to the effectiveness of the IPO, 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, will be placed, and hereby agrees not to seek recourse,
                                            reimbursement, payment or satisfaction for any Claim from the trust account or any distribution
                                            therefrom 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.



 






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		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.	Further
                                            Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
                                            be executed and done by any other necessary party) all such deeds, documents, acts and things
                                            as the Payee may from time to time require as may be necessary to give full effect to this
                                            Promissory Note.



 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above
written.


 


		AQUARIUS
                                  I ACQUISITION CORP.
	 	 	 
	 	By:	
	 	Name:	Chunning
                                            Wang
	 	Title:	Director



 


 


		Agreed and
         acknowledged:
	 	 	 
	 	AQUARIUS
                                            SPONSOR LTD.
	 	 	 
	 	By:	
	 	Name:	Chunning
                                            Wang
	 	Title:	Director


 






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