Exhibit 4.4


FORM OF WARRANT AGREEMENT

between

APOLLO STRATEGIC GROWTH CAPITAL III

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


Dated as of [___], 2021


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”).


WHEREAS, on [___], 2021, the Company
entered into that certain Private Placement Warrants Purchase Agreement with APSG Sponsor III, L.P., a Cayman Islands exempted
limited partnership (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 7,333,333 warrants
(or up to 8,133,333 warrants if the Over-allotment Option (as defined below) is exercised in full) simultaneously with the closing
of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B
hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant;


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates of
the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 1,333,333 Private Placement
Warrants at a price of $1.50 per warrant;


WHEREAS, the Company is engaged in an
initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (each an “Ordinary Share”), and one-fourth
of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined
to issue and deliver up to 11,500,000 warrants (including up to 1,500,000 warrants if the Over-allotment Option is exercised in
full) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants,
the “Warrants”);


WHEREAS, each whole Warrant entitles
the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment as described herein, only whole Warrants
are exercisable and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[__]
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the Units, the Public Warrants
and the Ordinary Shares included in the Units;




     


    	 



    


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


1.                 
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms
and conditions set forth in this Agreement.


2.                 
Warrants.


2.1             
Form of Warrant. Each Warrant shall initially be issued in registered form only. Warrants may be represented by one
or more physical definitive certificates or by book-entry.


2.2             
Effect of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the
Warrant Agent, either by manual or facsimile signature, pursuant to this Agreement, a Warrant certificate shall be invalid and
of no effect and may not be exercised by the holder thereof.


2.3             
Registration.


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one
or more book-entry certificates deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the
transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each book-entry
certificate or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account,
a “Participant”).




    2 


    	 



    

 


       If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants
are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing
such Warrants which shall be in the form annexed hereto as Exhibit A.


Physical definitive certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, the President or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical definitive certificate made by anyone other than the Company or the Warrant Agent),
for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


2.4             
Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading
on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day other than a Saturday, Sunday or federal
holiday on which banks in New York City are generally open for normal business (a “Business Day”), then on the
immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent
of [_____], as representative of the several underwriters, but in no event shall the Ordinary Shares and the Public Warrants comprising
the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the
Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and a second or amended current
report on Form 8-K to provide updated financial information to reflect the exercise of the Underwriters’ Over-allotment option,
if the Over-allotment option is exercised following the initial filing of such current report on Form 8-K, and (B) the Company
issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


2.5             
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one Ordinary Share and one-fourth of one Public Warrant. If, upon the detachment
of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company
shall round down to the nearest whole number the number of Warrants to be issued to such holder.




    3 


    	 



    

 


2.6             
 Private Placement Warrants.


The Private Placement
Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted
Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to
subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by
the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided,
however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of
its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


(a)               
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any member of the Sponsor, or any affiliates of the Sponsor;


(b)              
in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the
beneficiary of which is a member of one of the individual’s immediate family or an affiliate of such person, or to a charitable
organization;


(c)               
in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such person;


(d)              
in the case of an individual, transfers pursuant to a qualified domestic relations order;


(e)               
transfers by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the
Sponsor;


(f)               
transfers by private sales or transfers made in connection with the consummation of the Company’s initial Business
Combination at prices no greater than the price at which the securities were originally purchased;


(g)              
transfers in the event of the Company’s liquidation prior to the completion of the Company’s initial Business
Combination;


(h)              
in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property subsequent to the completion of the Company’s initial Business Combination;


(i)                
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)
through (h) above;


(j)                
to any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements
between such third parties (or their affiliates or designees) and the Sponsor, its Permitted Transferees and/or their affiliates
or any similar arrangement relating to a financing arrangement for the benefit of the Sponsor, its Permitted Transferees and/or
their affiliates; and




    4 


    	 



    

 


(k)              
 pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interest, pledge or other
similar encumbrance (each, a “Pledge”) of any such securities owned by the Sponsor, its Permitted Transferees and/or
their affiliates to a nationally or internationally recognized financial institution (an “Institution”) in connection
with a loan to the Sponsor, its Permitted Transferees and/or their affiliates; provided, however, that (A) the Sponsor, its Permitted
Transferees and/or their affiliates shall not Pledge such securities resulting in a loan to value in excess of 50%; and (B) the
Sponsor, its Permitted Transferees, or the Company, as the case may be, shall provide [_____] prior written notice informing them
of any public filing, report or announcement made by or on behalf of the Sponsor, its Permitted Transferees, or the Company with
respect thereto; or


(l)                
as prescribed in Section 3.3.6; provided, however, that, in the case of clauses (a) through (d), (f)
and (i), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions in this Agreement.


3.                 
Terms and Exercise of Warrants.


3.1             
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at
least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided, further,
that any such reduction shall be identical among all of the Warrants.


3.2              Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the
later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
 “Business Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the
Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after
the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company pursuant to the
Company's amended and restated memorandum and articles of association (as amended from time to time) (the "Memorandum and Articles")
if the Company fails to complete a Business Combination or (z) other than with respect to the Private Placement Warrants, the
Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption being available. Except with respect to
the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) in the event
of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant in the event of a
redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide
at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided, further,
that any such extension shall be identical in duration among all the Warrants.




    5 


    	 



    

 


3.3             
 Exercise of Warrants.


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by surrendering it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together
with (i) an election to purchase form, duly executed, electing to exercise such Warrant and (ii) payment in full of the Warrant
Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


(a)               
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent
or by wire transfer of immediately available funds;


(b)              
[Reserved];


(c)               
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted
Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”,
as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this
subsection 3.3.1(c), the “Fair Market Value” shall mean the average closing price of the Ordinary Shares
for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent
to the Warrant Agent;


(d)              
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


(e)               
on a cashless basis, as provided in Section 7.4 hereof.




    6 


    	 



    

 


3.3.2       
 Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to
the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary
Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a book-entry Warrant
are exercised, a notation shall be made to the records maintained by the Depositary, its nominee to each book-entry Warrant, or
a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Ordinary
Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4, or a valid exemption from the registration requirements of the Securities
Act is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise
of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the
Ordinary Shares underlying such Unit. Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may
exercise its Public Warrants only for a whole number of Ordinary Shares. In no event will the Company be required to net cash settle
any Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”
pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company
shall round down to the nearest whole number the number of Ordinary Shares to be issued to such holder. Notwithstanding anything
in this Agreement, for so long as any Private Placement Warrant is held by APSG Sponsor III, L.P., such Private Placement Warrant
will not be exercisable more than five (5) years from the effective date of the Registration Statement, in accordance with FINRA
Rules. In addition, no such Private Placement Warrant will contain terms which allow APSG Sponsor III, L.P. to receive or accrue
cash dividends prior to the exercise of the Private Placement Warrants.


3.3.3       
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


3.3.4        Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued and
who is registered in the register of members of the company shall for all purposes be deemed to have become the holder of record of
such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members of the Company or
book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at
the close of business on the next succeeding date on which the register of members or book-entry system are open.




    7 


    	 



    

 


3.3.5       
 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include
the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on
the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the transfer agent for the Ordinary Shares setting
forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then
outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or
exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding
Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.




    8 


    	 



    

 


3.3.6       
 Lock-up of Private Placement Warrants. The Private Placement Warrants held by APSG Sponsor III, L.P. and the Ordinary
Shares that are issuable upon exercise of such Private Placement Warrants have been deemed compensation by the Financial Industry
Regulatory Authority, Inc. (“FINRA”) and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1),
commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(e)(1), these securities will not be
sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering, except
to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners (provided that all
securities so transferred remain subject to the lockup restriction above for the remainder of the time period) or pursuant to another
exception to the applicability of FINRA Rule 5110(e)(1).


4.                 
Adjustments.


4.1             
Capitalization of Ordinary Shares.


4.1.1        Share
Dividends - Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, issuance of Ordinary Shares from share
premium or by a sub-division of the Ordinary Shares, or other similar event, then, on the effective date of such share dividend,
sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion
to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to
purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share
dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for the Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during
the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights.




    9 


    	 



    

 


4.1.2         Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other
shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary
Shares in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the
substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company does not complete its
initial Business Combination within the period set forth in the Company’s Memorandum and Articles or with respect to any other
material provision relating to shareholders’ rights or pre-Business Combination activity, or (e) in connection with the
redemption of the Ordinary Shares included in the Units sold in the Offering upon the Company’s failure to complete the
Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any
securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per
share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the
365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the
events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in
an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed
$0.50.


4.2             
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the
number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of
Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding Ordinary Shares.


4.3             
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants
is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.




    10 


    	 



    

 


4.4             
 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another
entity (other than a consolidation or merger in which the Company is the continuing entity and that does not result in any reclassification
or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the
holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such
election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary
Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders
of the Company as provided for in the Company’s Memorandum and Articles or as a result
of the redemption of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which
such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding Ordinary Shares,
the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant
prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided,
further, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event
is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below) (which
amount determined under this clause (ii) shall not be less than zero). The “Black-Scholes Warrant Value” means
the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for
a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount,
(1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted
average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the
effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function
on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4)
the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists
exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.




    11 


    	 



    

 


4.5             
 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based; provided, however, that no adjustment to the number of Ordinary Shares issuable upon exercise
of a Warrant shall be required until cumulative adjustments amount to 1% or more of the number of Ordinary Shares issuable upon
exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are carried
forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments
shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would
result in a change of at least 1% in the number of Ordinary Shares issuable upon exercise of a Warrant and (ii) on the exercise
date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 in
connection with which an adjustment is made to the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


4.6             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue a fractional Ordinary Share upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such
holder.


4.7             
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated
in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time
in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant
or otherwise, may be in the form as so changed.


4.8              Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to
(i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is
necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.8 (ii) as a result of any issuance of securities in connection with a Business Combination or (ii) solely
as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares, $0.0001 par value per share,
into Ordinary Shares. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.




    12 


    	 



    

 


5.                 
 Transfer and Exchange of Warrants.


5.1             
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
In the case of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


5.2             
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


5.3             
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer
or exchange of Warrants which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant,
except as part of the Units.


5.4             
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


5.5             
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.




    13 


    	 



    

 


5.6             
 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


6.                 
Redemption.


6.1             
Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per
Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof) and (b) there is an effective registration statement covering the Ordinary Shares issuable upon exercise
of the Warrants at the time of redemption, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.3 below).


6.2             
Redemption of Warrants for Ordinary Shares. Subject to Section 6.5 hereof, not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of
the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at
a Redemption Price of $0.10 per Warrant, provided that the Reference Value equals or exceeds $10.00 per share
(subject to adjustment in compliance with Section 4 hereof). During the Redemption Period in connection with a
redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on
a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined
by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration
of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a
 “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market
Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately
following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders.
In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with
the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 




    14 


    	 



    

 


	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date 

(period to expiration of warrants)	 	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00	 
	60 months 	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	57 months 	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	54 months 	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361	 
	51 months 	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361	 
	48 months 	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361	 
	45 months 	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361	 
	42 months 	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361	 
	39 months 	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361	 
	36 months 	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361	 
	33 months 	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361	 
	30 months 	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361	 
	27 months 	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361	 
	24 months 	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361	 
	21 months 	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361	 
	18 months 	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361	 
	15 months 	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361	 
	12 months 	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361	 
	9 months 	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361	 
	6 months 	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361	 
	3 months 	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0 months 	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 




 




    15 


    	 



    

The exact Redemption Fair Market Value
and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two
values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued
for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of
shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable,
based on a 365- or 366-day year, as applicable.


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant
Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is
adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of
a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of
a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as
the number of shares issuable upon exercise of a Warrant. If the Warrant Price of a Warrant is adjusted, (a) in the case of an
adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted
share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the
Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole
Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).


 


6.3             
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem the Warrants pursuant to Section 6.1 or Section 6.2, the Company shall fix a date for the
redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,
by the Company not less than thirty (30) days prior to the Redemption Date (the “Redemption Period”) to the
Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder
received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at
which any Warrants are redeemed pursuant to Section 6.1 or 6.2, as applicable, and (b) “Reference
Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty
(30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.


6.4             
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given
by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date,
the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.




    16 


    	 



    

 


6.5             
 Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in this Section
6 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than
to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants pursuant to Section
6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder
of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4.
Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
Private Placement Warrants and shall become Public Warrants under this Agreement.


7.                 
Other Provisions Relating to Rights of Holders of Warrants.


7.1             
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.


7.2             
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant
so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. The Warrant
Agent may, at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


7.3             
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.




    17 


    	 



    

 


7.4             
 Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


7.4.1       
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file
with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon
exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to
maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the 60th Business Day following the closing of the Company’s initial Business Combination, holders of the Warrants shall
have the right, during the period beginning on the 61st Business Day after the closing of the Company’s initial Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section
3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number of Ordinary Shares equal to the
lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the excess of the “Cashless Fair Market Value” (as defined below) over the Warrant Price by (y) the Cashless Fair
Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Cashless Fair Market Value”
shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days ending on the trading day prior
to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker
or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by
the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request,
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not (and has not been during the preceding three months) an affiliate (as
such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be
required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until
all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


7.4.2       
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, require holders of Public Warrants who
exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act (or any successor statute) as described in subsection 7.4.1 and, in the event the Company so elects,
the Company shall not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
or (ii) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the
Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption
is available.




    18 


    	 



    

 


8.                 
 Concerning the Warrant Agent and Other Matters.


8.1             
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but
the Company and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary
Shares.


8.2             
Resignation, Consolidation, or Merger of Warrant Agent.


8.2.1       
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be authorized under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


8.2.2       
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date
of any such appointment.


8.2.3       
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it
may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


8.3             
Fees and Expenses of Warrant Agent.


8.3.1       
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.




    19 


    	 



    

 


8.3.2       
 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


8.4             
Liability of Warrant Agent.


8.4.1       
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, the President or the Secretary or other principal officer of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


8.4.2       
Indemnity. The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence,
willful misconduct, bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted
by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s, or its representatives’,
gross negligence, willful misconduct, bad faith or material breach of this Agreement.


8.4.3       
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued,
be valid and fully paid and non-assessable.


8.5             
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of Ordinary Shares through the exercise of the Warrants.


8.6             
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.




    20 


    	 



    

 


9.                 
 Miscellaneous Provisions.


9.1             
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


9.2             
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


Apollo Strategic Growth Capital III

9 West 57th Street, 43rd Floor

New York, NY 10019

Attention: James Crossen


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


in each case, with a copy to:


White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Joel L. Rubinstein

Email: joel.rubinstein@whitecase.com




    21 


    	 



    

 


9.3             
 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New
York, County of New York, State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder
for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal
courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


9.4             
Compliance and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with
all applicable laws, including those relating to privacy, data protection and information security (such as the Cayman Islands
Data Protection Law, 2017, the General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act, as applicable),
shall keep confidential all information (including personally identifiable information and personal data) relating to this Agreement
and, except as required by applicable law, shall not use such information for any purpose other than the performance of the Warrant
Agent’s obligations under this Agreement.


9.5             
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns and of the Registered Holders of the Warrants.


9.6             
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit such holder’s Warrant for inspection by the Warrant Agent.


9.7             
Counterparts; Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect
and enforceability as an original signature.




    22 


    	 



    

 


9.8             
 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and
shall not affect the interpretation thereof.


9.9             
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i)
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders and (ii) to provide for
the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification
or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered
Holders of 50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of
the Private Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


9.10         
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


Exhibit A – Form of Warrant Certificate

Exhibit B – Legend Private Placement Warrants




    23 


    	 



    

IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


	 	APOLLO STRATEGIC GROWTH CAPITAL
    III
	 	By: 	
	 	 	Name:    	James Crossen
	 	 	Title:	Chief Financial Officer,
    Chief Accounting Officer and Secretary
	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY, as Warrant Agent
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


 


[Signature Page to Warrant Agreement]


 




    


    	 



    

EXHIBIT A



[Form of Warrant Certificate]


[FACE]


Number


Warrants


THIS WARRANT SHALL BE NULL AND VOID IF
NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD 

PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


APOLLO STRATEGIC GROWTH CAPITAL
III


Incorporated Under the Laws of the
Cayman Islands


CUSIP


Warrant Certificate


This Warrant Certificate certifies
that             , or registered assigns, is the registered
holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Apollo Strategic
Growth Capital III, a Cayman Islands exempted company incorporated with limited liability (the “Company”).
Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to
receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price
(the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through
 “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender
of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject
to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


Each whole Warrant is initially exercisable
for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon
the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon
exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant. The number of Ordinary
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the
Warrant Agreement.


The initial Warrant Price per Ordinary
Share for each Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.




    A-1 


    	 



    

Subject to the conditions set forth in
the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end
of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


	 	APOLLO STRATEGIC GROWTH CAPITAL III
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 




    A-2 


    	 



    

 


[Form of Warrant Certificate]


[Reverse]


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are
issued or to be issued pursuant to a Warrant Agreement dated as of [___], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (or successor warrant agent) (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


Warrants may be exercised at any time
during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the designated office of the Warrant Agent. In the event that
upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing
the number of Warrants not exercised.


Notwithstanding anything else in this
Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the
Warrant Agreement.


The Warrant Agreement provides that upon
the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted.


Warrant Certificates, when surrendered
at the designated office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.




    A-3 


    	 



    

 


Upon due presentation for registration
of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


The Company and the Warrant Agent
may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary. Neither the Warrants nor this Warrant Certificate entitle any holder hereof to any rights of a
shareholder of the Company.







    A-4 


    	 



    

 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive              
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Apollo Strategic Growth Capital III (the
 “Company”) in the amount of
$              in
accordance with the terms hereof. The undersigned requests that the register of members of the Company be updated to reflect the
issuance of such Ordinary Shares and a certificate for such Ordinary Shares be registered in the name of              ,
whose address is              
and that such Ordinary Shares be delivered to              
whose address is              .
If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of               ,
whose address is              
and that such Warrant Certificate be delivered to              ,
whose address is              .


In the event that the Warrant has been
called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise (as defined in Section 6.2 of the Warrant Agreement), the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(d) and Section 6.2
of the Warrant Agreement.


In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


In the event that the Warrant is to be
exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of
Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


In the event that the Warrant may be
exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive
Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving
effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of
such Ordinary Shares be registered in the name of              ,
whose address is                and that such Warrant
Certificate be delivered to              , whose
address is              .


[Signature Page follows]




    A-5 


    	 



    

 


Date:                          ,
20


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


Signature Guaranteed:


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED).


 


 




    A-6 


    	 



    

EXHIBIT B



LEGEND


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE LETTER AGREEMENT BY AND AMONG APOLLO STRATEGIC GROWTH CAPITAL III (THE “COMPANY”), APSG SPONSOR III, L.P. AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE
WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES
IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    B-1