Exhibit 10.6


FORM OF INDEMNIFICATION AGREEMENT


THIS INDEMNIFICATION AGREEMENT (this “Agreement”)
is made as of [____], 2021.


Between:


		(1)	APOLLO STRATEGIC GROWTH CAPITAL III, an exempted company incorporated with limited liability under the laws of the Cayman Islands
with registered office at c/o Walkers Corporate Limited, Cayman Corporate Centre, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008,
Cayman Islands (the “Company”); and



		(2)	[_] (“Indemnitee”).



Whereas:


		(A)	Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other
capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks
of claims and actions against them arising out of their service to and activities on behalf of such corporations;



		(B)	The board of directors of the Company (the “Board”) has determined that, in order to attract and retain
qualified individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing
of such insurance has been a customary and widespread practice among corporations and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and
with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation. The amended and restated memorandum and articles of
association of the Company (the “Articles”) provide for indemnification of the officers and directors of the
Company. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;



		(C)	The uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;



		(D)	The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best
interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;



		(E)	It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate
and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or
continue to serve the Company free from undue concern that they will not be so protected against liabilities;





    	  



    	 



    

		(F)	This Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and



		(G)	Indemnitee may not be willing to serve as an officer or director or in another capacity without adequate protection, and the
Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the
Company on the condition that Indemnitee be so indemnified.



NOW, THEREFORE, in consideration of the premises and the
covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


TERMS AND CONDITIONS 


		1.	SERVICES TO THE COMPANY



In consideration of the Company’s covenants and obligations
hereunder, Indemnitee will serve or continue to serve as an officer, director, key employee or in any other capacity of the Company,
as applicable, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation
or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee
has ceased to serve as a director, officer, key employee or in any other capacity of the Company, in each case as provided in Section
17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service
to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


		2.	DEFINITIONS



As used in this Agreement:


		2.1	References to “agent” shall mean any person who is or was a director, officer or employee of the Company
or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving
in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the
Company or a subsidiary of the Company.



		2.2	The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.



		2.3	“Cayman Court” shall mean the Courts of the Cayman Islands.



		2.4	A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:





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		(a)	Acquisition of Shares by Third Party. Other than an affiliate of APSG Sponsor III, L.P. (the “Sponsor”),
any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing
fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote
generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election
of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part (c) of this definition;



		(b)	Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose
election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds
of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously
so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority
of the members of the Board;



		(c)	Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership
immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2)
other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial
Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed
prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board
of Directors, providing for such Business Combination;



		(d)	Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an
                                                                      agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the
                                                                      Company’s assets, other than factoring the Company’s current receivables
or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition
in one transaction or a series of related transactions); or





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		(e)	Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated
under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.



		2.5	“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general
partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which
such person is or was serving at the request of the Company.



		2.6	“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.



		2.7	“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party,
limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is
or was serving at the request of the Company as a director, officer, trustee, manager, general partner, managing member, fiduciary,
employee or agent.



		2.8	“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.



		2.9	“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below),
including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company
or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as
defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersede
as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.





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		2.10	References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.



		2.11	“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below)
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



		2.12	The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as
in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
(as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions
as their ownership of equity of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as their ownership of equity of the Company.



		2.13	The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as
a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each
case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses can be provided under this Agreement.





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		2.14	The term “Subsidiary,” with respect to any entity, shall mean any corporation, limited liability company,
partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by that Person.



		3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS



To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was,
is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than
a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall
be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding,
had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


		4.	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was,
is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless
and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses
shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the
Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


		5.	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



Notwithstanding any other provisions of this Agreement except
for Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful, on the merits or otherwise,
in defense of any Proceeding or in any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee in connection therewith. If Indemnitee is not wholly successful
in defense of such Proceeding but is successful, on the merits or otherwise, in defense of one or more but less than all claims,
issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with each such successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in defense of such
Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee
against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter in
defense of which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.




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		6.	INDEMNIFICATION FOR EXPENSES OF A WITNESS



Notwithstanding any other provision of this Agreement except
for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any
Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent
permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection therewith.


		7.	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



		7.1	Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted
by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party
to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.



		8.	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY



		8.1	To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided
for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether
for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right
of contribution it may have at any time against Indemnitee.





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		8.2	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
Indemnitee.



		8.3	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.



		9.	EXCLUSIONS



Notwithstanding any provision in this Agreement except for
Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless
or exoneration payment in connection with any claim made against Indemnitee:


		(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement
or other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount actually received
under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;



		(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or
common law; or



		(c)	except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, advance of
expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable
law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable
from any insurance policy of the Company covering Indemnitee.



		10.	ADVANCES OF EXPENSES; DEFENSE OF CLAIM



		10.1	Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited
by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred
by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a
statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances
shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made
without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all
reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution
and delivery of this Agreement, which shall constitute Indemnitee’s undertaking, but only to the extent such an undertaking
is required by applicable law, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is
not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Articles,
applicable law or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, advance
of expenses, hold harmless or exoneration payment is excluded pursuant to Section 9.





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		10.2	The Company will be entitled to participate in the Proceeding at its own expense.



		10.3	The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment,
liability, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.



		11.	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



		11.1	Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.



		11.2	Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.



		12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



		12.1	A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be
made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board, or (ii) by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect
to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall
reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to
hold Indemnitee harmless therefrom.





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		12.2	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1
hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent
Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may,
within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person or law firm so selected shall act as Independent Counsel. If such written objection is
so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of
any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).





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		12.3	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or such Independent Counsel’s engagement pursuant hereto.



		13.	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS



		13.1	In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome
that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination
prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested
Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.



		13.2	If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed
to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly
prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed
an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.



		13.3	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.





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		13.4	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors, managers, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing
member of the Enterprise, or on information or records given or reports made to the Enterprise, the Board, any committee of the
Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, the Board, any committee of the Board or any director.
Trustee, general partner, manager or managing member of the Enterprise. The provisions of this Section 13.4 shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.



		13.5	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member,
fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.



		14.	REMEDIES OF INDEMNITEE



		14.1	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10)
days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt
by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek
an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures
of the American Arbitration Association. The seat of the arbitration shall be New York, United States of America. Except as set
forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.





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		14.2	In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated and to receive advances of Expenses under this Agreement and the Company shall have the
burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses,
as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this
Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this
Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination
is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted
or lapsed).



		14.3	If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.



		14.4	The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.



		14.5	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if
requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial
proceeding or arbitration brought by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for breach
of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision
of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person
for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such
indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless
such judicial proceeding or arbitration was not brought by Indemnitee in good faith).



		14.6	Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee for amounts
which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged
to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification,
to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such
payment is made to Indemnitee by the Company.





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		15.	SECURITY



Notwithstanding anything herein to the contrary except for
Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


		16.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS



		16.1	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in
Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law,
whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of
Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action
by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest
extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.



		16.2	The Companies Act (2020 Revision) of the Cayman Islands and the Articles permit the Company to purchase and maintain insurance
or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit,
or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against
Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company,
or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against
such liability under the provisions of this Agreement or under the Companies Act (2020 Revision) of the Cayman Islands, as it may
then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the
rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of
the Company or the other party or parties thereto under any such Indemnification Arrangement.





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		16.3	To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which
such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.



		16.4	In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.



		16.5	The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue
or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against
any person or entity other than the Company.



		16.6	To the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor
                                                            or its affiliates as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to
                                                            Indemnitee are primary and any obligation of the Sponsor or its affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities
incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred by Indemnitee
and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid
in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses
of investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms
of this Agreement, the Company’s organizational documents or other agreement, without regard to any rights Indemnitee may
have against the Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably waives, relinquishes and releases
the Sponsor and its affiliates, as applicable, from any and all claims against them for contribution, subrogation or any other
recovery of any kind in respect thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of
Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing,
and the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of such advancement
or payment to all of the rights of recovery of Indemnitee against the Company.





    	15 



    	 



    




		17.	DURATION OF AGREEMENT



All agreements and obligations of the Company contained herein
shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as
Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by
Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee
is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be
provided under this Agreement.


		18.	SEVERABILITY



If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested thereby.




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		19.	ENFORCEMENT AND BINDING EFFECT



		19.1	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it
hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.



		19.2	Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.



		19.3	The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.



		19.4	The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.



		19.5	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other
things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm
and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining
any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith.
The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent
jurisdiction and the Company hereby waives any such requirement of such
a bond or undertaking to the fullest extent permitted by law.





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		20.	MODIFICATION AND WAIVER



No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


		21.	NOTICES



All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


		(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee
shall provide in writing to the Company.



		(b)	If to the Company, to:

                                                                           

                                                                          Apollo Strategic Growth Capital III
 9 West 57th Street, 43rd Floor
 New York, NY 10019
 Attn: Office of the Chief Financial Officer







or to any other address as may have been furnished to Indemnitee
in writing by the Company.


		22.	APPLICABLE LAW AND CONSENT TO JURISDICTION



		22.1	Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, this Agreement and
the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State
of New York, without regard to its conflict of laws rules.



		22.2	Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest
                                                            extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or
                                                            proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court and not in any state
                                                            or federal court in the United States of America or any court in any other country; (b) consent to submit to the jurisdiction
                                                            of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive
                                                            any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to
                                                            plead or to make, any claim that any such action or proceeding brought in
the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.





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		22.3	To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection
with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall
be valid and sufficient service thereof.



		23.	IDENTICAL COUNTERPARTS



This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.


		24.	MISCELLANEOUS



Use of the masculine pronoun shall be deemed to include usage
of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and
shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


		25.	PERIOD OF LIMITATIONS



No legal action shall be brought and no cause of action shall
be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action
of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year
period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter
period shall govern.


		26.	ADDITIONAL ACTS



If for the validation of any of the provisions in this Agreement
any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to
cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill
its obligations under this Agreement.


		27.	WAIVER OF CLAIMS TO TRUST ACCOUNT



Notwithstanding anything contained herein to the contrary,
Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in
or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit
of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result
of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason
whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied
by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii)
the Company consummates a Business Combination.


 


[SIGNATURE PAGE FOLLOWS] 










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IN WITNESS WHEREOF, the parties
hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.


	 	APOLLO STRATEGIC GROWTH CAPITAL III
	 	 	 	 
	 	By:	 
	 	 	Name: James Crossen 
	 	 	Title: Chief Financial Officer, Chief Accounting Officer and Secretary 





	 	INDEMNITEE
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	Address:  





 


 [Signature Page to
Indemnification Agreement]