Exhibit 10.1


 


THIS AMENDED AND RESTATED PROMISSORY
NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE
RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal Amount: $750,000	Dated as of December 8, 2021



 


Apollo Strategic Growth Capital III, a Cayman Islands
exempted company, incorporated with limited liability (the “Maker”), previously entered into that certain promissory
note, dated January 7, 2021 (the “Original Promissory Note”) with APSG Sponsor III, L.P., a Cayman Islands limited
partnership, or its registered assigns or successors in interest (the “Payee”). Maker and Payee wish to amend and restate
the Original Promissory Note in its entirety to reflect a change in the date upon which the principal balance of the Original Promissory
Note is payable by Maker. Maker promises to pay to the order of the Payee, or its registered assigns or successors in interest, or order,
the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) or such lesser amount as shall have been advanced by Payee to Maker
and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the
terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds
or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with
the provisions of this Note. Maker and Payee are entering into this Note in connection with the proposed initial public offering of the
Maker’s securities (the “IPO”).


 


1. Principal. The entire unpaid principal
balance of this Note shall be payable on the earlier of: (i) December 31, 2022, or (ii) the date on which Maker consummates
an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be
prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 






     


    2


    

 


2. Drawdown Requests. Maker and Payee agree
that Maker may request, from time to time, up to Seven Hundred Fifty Thousand Dollars ($750,000) in draw downs under this Note to be used
for costs and expenses related to Maker’s formation and IPO. Principal of this Note may be drawn down from time to time prior to
the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”), provided that each such Drawdown
Request is duly authorized by the board of directors of Maker. Each Drawdown Request must state the amount to be drawn down, and must
not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business
days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time
may not exceed Seven Hundred Fifty Thousand Dollars ($750,000). No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker.


 


3. Interest. Interest shall accrue on the
unpaid principal balance of this Note at a rate of 0.14% per annum.


 


4. Application of Payments. All payments shall
be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges, then to accrued interest thereon to the date of such
payment and finally to the reduction of the unpaid principal balance of this Note.


 


5. Events of Default. The following shall
constitute an event of default (“Event of Default”):


 


(a) Failure to Make Required Payments.
Failure by Maker to pay the principal amount and accrued interest due pursuant to this Note within five (5) business days of the
Maturity Date.


 


(b) Voluntary Bankruptcy, Etc. The commencement
by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the
consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance
of any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under
any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 






     


    3


    

 


6. Remedies.


 


(a) Upon the occurrence of an Event of Default
specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable,
whereupon the unpaid interest and principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default
specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note,
shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


7. Waivers. Maker and all endorsers and guarantors
of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard
to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


 


8. Unconditional Liability. Maker hereby waives
all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions
of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note,
and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s
liability hereunder.


 


9. Notices. All notices, statements or other
documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent by first
class registered or certified mail, overnight courier service, (ii) by facsimile to the number most recently provided to such party
or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.
Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on
the day of receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 






     


    4


    

 


10. Construction. THIS NOTE SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur
on or prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13. Amendment; Waiver. Any amendment hereto
or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and Payee.


 


14. Assignment. No assignment or transfer
of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature page follows]


 












     


    5


    

 


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	APOLLO STRATEGIC GROWTH CAPITAL III






 


	 	By:	
    /s/ James Crossen

	 	 	Name: James Crossen
	 	 	Title: Director


 


Accepted and agreed this 8th day of December, 2021


 


	APSG SPONSOR III, L.P.	 
	 	 
	By: AP Caps II Holdings GP, LLC, its general partner	 
	 	 
	By: Apollo Principal Holdings III, L.P., its managing member	 
	 	 
	By: Apollo Principal Holding III, GP, Ltd., its general partner	 




 


	By:	/s/ James Elworth	 
	Name:	James Elworth	 
	Title:	Vice President