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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


October 22, 2020


 


	$300,000	Issue Date: [DATE]
	No. A-1	New York, New York


 


INSU Acquisition Corp. III (the “Maker”)
promises to pay to the order of Cohen & Company, LLC (the “Payee”) the principal sum of up to Three Hundred
Thousand ($300,000) in lawful money of the United States of America, on the terms and conditions described below.


 


1. Principal.
The principal balance of this Note shall be repayable on earlier of (the “Maturity Date”) (a) the date on which
Maker consummates its initial public offering (“IPO”) and (b) March 31, 2021.


 


2. Interest.
This Note shall bear no interest.


 


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 attorneys’ 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 Events of Default:


 


(a)  Failure
to Make Required Payments. Failure by Maker to pay the principal of, or other payments on, this Note within five (5) business
days following the date when due.


 


5. Remedies.


 


(a)  Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be
due and payable, whereupon the principal amount of this Note, and all other amounts payable under this Note, 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.


 


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 this 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 them or affecting their 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,
(iv) sent by facsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If to Maker:


 


INSU Acquisition Corp. III


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


Attention: John Butler


Email: jbutler@cohenandcompany.com


 


 If
to Payee:


 


Cohen & Company, LLC


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


Attention: Daniel Cohen


Email: dcohen@cohenandcompany.com


 


Notice shall be deemed given on the earlier of (i) actual receipt
by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission
was received by the receiving party’s on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) 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 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.


 


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 the trust account (other than interest income earned on such
trust account) in which will be deposited the proceeds of Maker’s IPO and the proceeds of the sale of the securities issued
in a private placement to be consummated concurrently with the completion of the Maker’s IPO, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the trust account (other than interest income earned on
such 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 the day and year first above written.


 


 


	 	INSU ACQUISITION CORP. III
	 	 	 
	 	By: 	/s/ John Butler
	 	Name:  	John Butler
	 	Title:	Chief Executive Officer and President


 


[Signature Page – INSU III Promissory
Note Pre-IPO]