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 April 29, 2021
	(as set forth on the Schedule of Borrowings attached hereto)	 



 


AP Acquisition Corp,
a Cayman Islands exempted company and blank check company (the "Maker"), promises to pay to the order of AP Sponsor
LLC, a Cayman Islands 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 on the earlier of: (i) [September 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.


 


 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 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. 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.


 


9.             Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE 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.


 






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11 .       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 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
the Maker and the 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.


 





	 	AP ACQUISITION CORP
	 	 
	 	By:	/s/ Richard Lee Folsom
	 	 	Name:
	 	 	Title:



 


[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
	 	 	 	 	 	 	 


 






    


     


    

 


AMENDMENT
NO. 1 TO THE PROMISSORY NOTE BETWEEN AP ACQUISITION 

CORP (THE "MAKER") AND AP SPONSOR LLC (THE "PAYEE")
DATED AS OF

 APRIL 29, 2021 (THE "NOTE")


 


Dated as of September 14, 2021


 


The Note is hereby modified and amended
by deleting the first numbered paragraph titled "1. Principal" in its entirety, and replacing it with the following:


 


1. Principal. The principal balance
of this Note shall be payable on the earlier of: (i) March 31, 2022, 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.


 






    


     


    







 


IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this amendment to be duly executed by the undersigned as of the day and year
first above written.


 





	 	AP ACQUISITION CORP
	 	 
	 	By:	/s/ Richard Lee Folsom
	 	Name:	Richard Lee Folsom
	 	Title:	Director



 






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IN WITNESS WHEREOF, the
Payee, intending to be legally bound hereby, has caused this amendment to be duly executed by the undersigned as of the day and year
first above written.


 


	 	AP SPONSOR LLC
	 	 
	 	By:	/s/ Richard Lee Folsom
	 	Name:	Richard Lee Folsom
	 	Title:	Manager


 






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