EX-10.1




 Exhibit 10.1 

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT 

THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 22, 2022, is
made by and between Fortress Value Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends that
certain Investment Management Trust Company, effective as of January 4, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the
meanings assigned to such terms in the Trust Agreement. 
 WHEREAS, following the closing of the Company’s initial public offering of
23,000,000 units (the “Offering”) and as of January 7, 2021, a total of $230,000,000.00 of the net proceeds from the Offering was placed in the Trust Account; 

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in
the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
(x) upon receipt of, and only in accordance with, the terms of a Termination Letter in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) the date which is 24
months after the closing of the Offering, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, shall be distributed to the Public Stockholders of record as of such date; 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may not be modified, amended or
deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and Class F common stock, par
value $0.0001 per share (the “Class F Common Stock”), of the Company, voting together as a single class; and 

WHEREAS, at a meeting of the stockholders of the Company held on or about the date hereof (the “Special Meeting”), at least
sixty five percent (65%) of the voting power of all then outstanding shares of the Common Stock and the Company’s Class F Common Stock have voted to approve this Amendment Agreement; 

WHEREAS, at the Special Meeting, the stockholders of the Company also voted to approve the amendment and restatement of the Company’s
amended and restated certificate of incorporation (the certificate of incorporation, as so amended and restated, the “Second Amended and Restated Certificate”); and 

WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein. 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 

1. Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the Trust Agreement is
hereby amended and restated in its entirety as follows: 
 (i) Commence liquidation of the Trust Account only after and
promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of
interest that may be released to the Company 











 
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; or (y) the Amended Termination Date (as such term is defined in the
Company’s second amended and restated certificate of incorporation), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;’ 

2. Amendment to Exhibit B. Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated in its
entirety with Exhibit B attached hereto. 
 3. No Further Amendment. The parties hereto agree that except as provided in this
Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable
part of the Trust Agreement. 
 4. References. 

(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,”
“hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as amended hereby) and
references in the Trust Agreement to “the date hereof,” “the date of this Trust Agreement” and terms of similar import shall in all instances continue to refer to January 4, 2021. 

(b) All references to the “amended and restated certificate of incorporation” in the Trust Agreement (as amended by this Amendment
Agreement) and terms of similar import shall mean the Second Amended and Restated Certificate. 
 5. Governing Law;
Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with 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 parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM,
CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 

6. Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument 
 7. Other Miscellaneous Terms. The
provisions of Sections 6(f), 6(h) and 6(j) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein. 

[Signature Pages Follow] 











 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly
executed by their duly authorized representatives, all as of the day and year first above written. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	/s/ Francis Wolf
		 	Name: Francis Wolf
		 	Title: Vice President
	
	FORTRESS VALUE ACQUISITION CORP. III
		
	By:	 	/s/ Alexander P. Gillette
		 	Name: Alexander P. Gillette
		 	Title: General Counsel and Secretary













 EXHIBIT B 

FORTRESS VALUE ACQUISITION CORP. III 

1345 Avenue of the Americas, 46th Floor 

New York, NY 10105 
 [Insert Date]

 Continental Stock Transfer & Trust Company 
 1
State Street, 30th Floor 
 New York, New York 10004 

Attn: Francis Wolf and Celeste Gonzalez 
  

			
	            Re:	  	Trust Account Termination Letter

 Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. III (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 4, 2021 (the “Trust Agreement”), this is to advise you that the
Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. Subject to
the effectiveness of the amended and restated certificate of incorporation, the Company has selected [             ] as the effective date for the purpose of determining when the Public
Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 

 

	
	 cc: Deutsche Bank Securities Inc.

	       BofA Securities, Inc.













 
			
	Very truly yours,
	
	Fortress Value Acquisition Corp. III
		
	By:	 	 
		 	Name: Alexander P. Gillette
		 	Title:   General Counsel and Secretary