Exhibit
10.6


 


INSURANCE
ACQUISITION CORP.


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104


 


March
19, 2019


 


Cohen
& Company, LLC


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104


 


 Re: Administrative
Services Agreement


 


Gentlemen:


 


This
letter agreement by and between Insurance Acquisition Corp. (the “Company”) and Cohen & Company, LLC (“Cohen”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Cohen
or one of its affiliates shall make available to the Company, at 2929 Arch Street, Philadelphia, PA (or any successor location
of Cohen or its affiliates), certain office space, utilities, secretarial support and administrative services as may be reasonably
requested by the Company. In exchange therefor, the Company shall pay Cohen the sum of $10,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date; and


 


(ii) Cohen
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit
of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public
offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future
as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


This
letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
Commonwealth of Pennsylvania, without giving effect to its choice of laws principles.


 


[Signature
pages follows]


 















    


     


    







 





	Very truly yours,	 
	 	 
	INSURANCE ACQUISITION CORP.	 
	 	 
	By:	/s/ John M. Butler	 
	 	Name: John M. Butler	 
	 	Title:  President and Chief Executive Officer	 




   





[Signature
Page to Administrative Services Agreement]


 




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AGREED
TO AND ACCEPTED BY:


 


COHEN
& COMPANY, LLC


 





	By:	 /s/ Joseph W. Pooler, Jr.	 
	 	Name: Joseph W. Pooler, Jr.	 
	 	Title:  Chief Financial Officer	 










   





[Signature
Page to Administrative Services Agreement]


  


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