Apollo Strategic Growth Capital III 40,000,000 Units UNDERWRITING AGREEMENTApollo Strategic Growth Capital III • March 29th, 2021 • Blank checks • New York
Apollo Strategic Growth Capital III, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as Representative (the “Representative”), an aggregate of 40,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 29th, 2021 • Apollo Strategic Growth Capital III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2021, is made and entered into by and among Apollo Strategic Growth Capital III, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), APSG Sponsor III, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
FORM OF WARRANT AGREEMENT between APOLLO STRATEGIC GROWTH CAPITAL III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [___], 2021Warrant Agreement • March 29th, 2021 • Apollo Strategic Growth Capital III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___], 2021, is by and between Apollo Strategic Growth Capital III, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 29th, 2021 • Apollo Strategic Growth Capital III • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • March 29th, 2021 • Apollo Strategic Growth Capital III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [___], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apollo Strategic Growth Capital III, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and APSG Sponsor III, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
Apollo Strategic Growth Capital III 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 29th, 2021 • Apollo Strategic Growth Capital III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Apollo Strategic Growth Capital III, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and [_____], as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth (1/4) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2021 • Apollo Strategic Growth Capital III • Blank checks • New York
APOLLO STRATEGIC GROWTH CAPITAL III 9 West 57th Street, 43rd Floor New York, NY 10019 [____], 2021Apollo Strategic Growth Capital III • March 29th, 2021 • Blank checks • New York
This letter agreement by and between Apollo Strategic Growth Capital III (the “Company”) and APSG Sponsor III, L.P. (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) 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 Company’s Registration Statement on Form S-1 (File No. 333-[__]), as amended, filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
