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 24, 2021




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


 


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




 


		By:	/s/ Andriy
                                                                                                                                                          Mykhaylovskyy
			Name: Andriy Mykhaylovskyy
			Title: Director





 


[Signature Page to Promissory Note - Fifth Wall Acquisition
Corp. III]


 






     


     


    

 


SCHEDULE OF BORROWINGS


 


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


 


	 	 	 	 	Principal Amount of this
	Amount of decrease in	 	Amount of increase in	 	Promissory Note
	Principal Amount of this	 	Principal Amount of this	 	following such decrease
	Promissory Note	 	Promissory Note	 	or increase


 





 



 


	Date of Increase or		
	Decrease