INDEMNITY AGREEMENTIndemnity Agreement • January 7th, 2021 • Fortress Value Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 4, 2021, by and between FORTRESS VALUE ACQUISITION CORP. III, a Delaware corporation (the “Company”), and Marc Furstein (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2021 • Fortress Value Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2021, is made and entered into by and among Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), Fortress Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 7th, 2021 • Fortress Value Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 4, 2021 by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
20,000,000 Units1 Fortress Value Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2020 • Fortress Value Acquisition Corp. III • Blank checks • New York
Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein a
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2022 • Fortress Value Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 28, 2021, by and between FORTRESS VALUE ACQUISITION CORP. III, a Delaware corporation (the “Company”), and Christopher W. Haga (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 7th, 2021 • Fortress Value Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of January 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Fortress Acquisition Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between FORTRESS VALUE ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 7th, 2021 • Fortress Value Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 4, 2021, is by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Fortress Value Acquisition Corp. III 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 23rd, 2020 • Fortress Value Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offer
Fortress Value Acquisition Corp. III New York, New York 10105Fortress Value Acquisition Corp. III • November 20th, 2020 • Blank checks • New York
Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), is pleased to accept the offer Fortress Acquisition Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 8,625,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a on
Fortress Value Acquisition Corp. IIIFortress Value Acquisition Corp. III • January 7th, 2021 • Blank checks • New York
This letter agreement by and between Fortress Value Acquisition Corp. III (the “Company”) and FIG LLC (“FIG”), an affiliate of our sponsor, Fortress Acquisition Sponsor III LLC, 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 New York Stock Exchange (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”):
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2022 • Fortress Value Acquisition Corp. III • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 22, 2022, is made by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of January 4, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
Fortress Value Acquisition Corp. III 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 7th, 2021 • Fortress Value Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offer
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • November 20th, 2020 • Fortress Value Acquisition Corp. III • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated November 12, 2020 (this “Agreement”), is made by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Fortress Acquisition Sponsor III LLC, a Delaware limited liability company (the “Subscriber”).
