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 February 19, 2021
	(as set forth on the Schedule of Borrowings attached hereto)	 



 


Fifth Wall Acquisition
Corp. II, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Fifth
Wall Acquisition Sponsor II, LLC, a Delaware 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) February 28, 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.


 


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 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.


 


 


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]


 






    


     


    

 


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.


 


	 	Fifth
Wall Acquisition Corp. II, 

a Delaware corporation
	 	 
	 	 
	 	By:	/s/Andriy Mykhaylovskyy
	 	 	Name:	Andriy Mykhaylovskyy
	 	 	Title: 	Chief Financial Officer



 






    


     


    

 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in this Promissory Note
have been made:


 


	 	 	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




 


 


	Date of Increase or 
 Decrease