EX-10.6





 Exhibit 10.6 

Execution Version 
 Dated
January 14, 2021 
 Promissory Note 

Principal Amount: $300,000 

between 
 VPC Impact
Acquisition Holdings III, Inc. 
 as Maker 

and 
 VPC Impact Acquisition
Holdings Sponsor III, LLC 
 as Payee 












 Table of Contents 

 

							
	 	 	 	  	Page	 
	 Section 1.
	 	Principal	  	 	1	 
			
	 Section 2.
	 	Interest	  	 	1	 
			
	 Section 3.
	 	Application of Payments	  	 	1	 
			
	 Section 4.
	 	Events of Default	  	 	1	 
			
	 Section 5.
	 	Remedies	  	 	2	 
			
	 Section 6.
	 	Waivers	  	 	2	 
			
	 Section 7.
	 	Unconditional Liability	  	 	2	 
			
	 Section 8.
	 	Notices	  	 	2	 
			
	 Section 9.
	 	Construction	  	 	3	 
			
	 Section 10.
	 	Severability	  	 	3	 
			
	 Section 11.
	 	Trust Waiver	  	 	3	 
			
	 Section 12.
	 	Amendment; Waiver	  	 	3	 
			
	 Section 13.
	 	Assignment	  	 	3	 


  
 (i) 













 PROMISSORY NOTE 

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. 
 VPC Impact Acquisition Holdings III, Inc., a Delaware
corporation (the “Maker”), promises to pay to the order of VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company, 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 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. 
 Section 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 the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. 

Section 2. Interest 

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

Section 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. 

Section 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 sixty
(60) consecutive days. 

  
 1 













 Section 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. 
 Section 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. 

Section 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. 
 Section 8. 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 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. 

  
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 Section 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. 

Section 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. 
 Section 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. 

Section 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. 

Section 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] 

  
 3 













 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. 
  

			
	 VPC Impact Acquisition Holdings III, Inc.

 

	By:	 	 /s/ Brendan Carroll

	Name:	 	Brendan Carroll
	Title:	 	Co-Chief Executive Officer

  

	
	 Acknowledged and Agreed:

 

	 VPC Impact Acquisition Holdings Sponsor III, LLC

 

	By: Victory Park Management, LLC Title: Manager

  

			
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	Authorized Signatory

 [Signature Page to Promissory Note]