Exhibit 10.6


 


THIS AMENDED AND RESTATED 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.


 


AMENDED AND RESTATED PROMISSORY
NOTE


 


	Principal Amount: up to $300,000	Dated
                                         as of March 12, 2021



(as set forth on the Schedule of Borrowings
attached hereto)


 


Horizon Acquisition
Corporation III, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to
the order of Horizon III Sponsor, 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.


 


This Note amends and
restates in its entirety that certain Promissory Note, dated November 25, 2020, issued by Maker in favor of Payee, in the original
aggregate principal amount of $300,000 (the “Original Note”). As a replacement for the Original Note and as
evidence of Maker’s existing obligations under the Original Note, this Note evidences a continuing pre-existing debt and
is not intended, and shall not be deemed or construed, to constitute a novation of the Original Note or the debt evidenced by the
Original Note. Neither the delivery of this Note to Payee nor Payee’s cancellation and surrender of the Original Note shall
constitute a payment or discharge of such debt to the extent evidenced by the Original Note. From and after the execution and delivery
of this Note, the remaining indebtedness previously evidenced by the Original Note shall be evidenced by and payable in accordance
with the terms of this Note, and the Original Note is amended, restated and replaced in its entirety.


 


1.            Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) October 31, 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. 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.            Interest.
No interest shall accrue on the unpaid principal balance of this Note. 


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request
up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its securities.
The principal of this Note may be drawn down from time to time prior to the earlier of: (i) October 31, 2021 or (ii) the date
on which Maker consummates an initial public offering of its securities, 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
One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one
(1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under
this Note is 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.


 






     


     


    

 


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. 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 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 5(b) and 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.


 






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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: (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.


 


10.             Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


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 distribution
of or from the trust account (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 certain of the proceeds of the sale of the warrants
issued in a private placement to occur in connection with 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.


 


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.


 


[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.


 


	 	HORIZON ACQUISITION CORPORATION III

a Cayman Islands exempted company
	 	 
	 	By:	/s/ Todd Boehly
	 	Name:	Todd Boehly
	 	Title:	Chief Executive Officer



 


[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

	 	 	 	 	 	 	 


 






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