Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of [•],
2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and
Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “Offering”) of the Company’s shares (“Shares”)
of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and
BofA Securities, Inc.,  as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) named therein;


 


WHEREAS, as described in the Prospectus, $250,000,000
of the gross proceeds of the Offering and sale of the Private Placement Shares (as defined in the Underwriting Agreement) (or $287,500,000
if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of
the Company and the holders of the Ordinary Shares issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee
(and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders
and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property up to $8,750,000, or up to $10,062,500 if the Underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters only upon and
concurrently with the consummation of a Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 



     


     


    

 


1.             Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;


 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 



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(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, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the
 “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged
and agreed to by the Representatives, 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 taxes payable and up to $100,000 of such net interest to pay dissolution expenses), only as directed in the Termination
Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of
the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association 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 taxes payable and up to $100,000 of such net interest to pay
dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;


 


(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the
Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate
such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged
and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and
the Trustee shall have no responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf
of the Company the amount requested by the Company to be used to redeem  Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
to modify the substance or timing of the Company’s obligation to redeem 100% of  Ordinary Shares sold in the Offering (the
 “public shares”) if the Company has not consummated an initial Business Combination within such time as is described
in the Company’s amended and restated memorandum and articles of association or with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall
constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to
look beyond said request; and


 



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(l)                
 Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.


 


2.             Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by
any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;


 


(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;


 


(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i)
through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the
consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)               In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Business Combination;


 






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(e)              
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)               
Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit
A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount
is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the
funds held in the Trust Account to the Company or any other person;


 


(g)              
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and


 


(h)              
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or
such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3.             Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)              
Refund any depreciation in principal of any Property;


 


(e)              
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 



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(f)               
 The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)              
Verify the accuracy of the information contained in the Registration Statement;


 


(h)              
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j)                
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)              
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof.


 


4.             Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.             Termination.
This Agreement shall terminate as follows:


 



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(a)              
 If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


6.             Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This 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.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Subject to Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other than to
correct a typographical error) by a writing signed by each of the parties hereto.


 



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(d)               This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Shareholders. For purposes of this Section 6(d), the “Consent of the Shareholders” means receipt by the
Trustee of a certificate from the inspector of elections of the shareholder meeting certifying that the Company’s shareholders
of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended
(“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding   Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class,
have voted in favor of such change, amendment or modification. No such amendment will affect any Public Shareholder who has
otherwise indicated his election to redeem his  Ordinary Shares in connection with a shareholder vote sought to amend this
Agreement 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 time frame specified in the Company’s amended and restated
memorandum and articles of association. Except for any liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and
shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York or the 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.


 


(f)               
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Fifth Wall Acquisition Corp. III

6060 Center Drive 10th Floor

Los Angeles, California 90045

Attn: Brendan Wallace

Email: brendan@fifthwall.com


 



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in each case, with copies to:


 


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue


Palo Alto, CA 94301


Attn: Gregg A. Noel


Email: Gregg.Noel@skadden.com


 


and


 


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attn.: Steven J. Slutzky

Email: sjslutzky@debevoise.com


 


(g)              
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)              
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)                
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(j)                
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters is a
third-party beneficiary of this Agreement.


 


(k)              
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:	Francis
    Wolf
	 	 	Title:	Vice
    President
	 	 
	 	FIFTH
    WALL ACQUISITION CORP. III
	 	 
	 	By:	 
	 	 	Name:	Brendan
    Wallace
	 	 	Title:	Chief
    Executive Officer




 


[Signature Page to Investment
Management Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1	 	Billed to the Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 




 



     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[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 No. - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Fifth Wall Acquisition Corp. III (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with ___________________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may agree) of
the consummation of the Business Combination (the “Consummation Date”). 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 commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to a segregated account
held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as
directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)).


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer, Co-Executive
Chairman or Vice Chairman, which verifies that the Business Combination has been approved by a vote of the Company’s
shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to
the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly
exercised their redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the
Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. 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.


 



     


     


    

 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Fifth Wall Acquisition Corp. III
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	Agreed and acknowledged by:	 
	 	 
	Deutsche Bank Securities Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Goldman Sachs & Co. LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	BofA Securities, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






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EXHIBIT B


 


[Letterhead of Company]


 


[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 No. - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Fifth Wall Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•],
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 Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. 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 Operating Account and to transfer the total proceeds into a segregated
account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected 24 months
from the closing of the Offering or such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association as the effective date for the purpose of determining when the Public Shareholders
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 Shareholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. 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(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Fifth Wall Acquisition Corp. III
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



     


     


    

 


cc: Deutsche Bank Securities
Inc.


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Goldman
    Sachs & Co. LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	BofA
    Securities, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[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 No. - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Fifth Wall Acquisition Corp. III (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______________ of the interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Fifth Wall Acquisition Corp. III
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc:  Deutsche Bank Securities
Inc.


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 


	Goldman
    Sachs & Co. LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	BofA
    Securities, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 



     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[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 No. - Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Fifth Wall Acquisition Corp. III (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____________ of the principal and interest
income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their  Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to redeem 100% of public  Ordinary Shares if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association
or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	Fifth Wall Acquisition Corp. III
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






     


     


    

 


cc: Deutsche Bank Securities
Inc.


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Goldman
    Sachs & Co. LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	BofA
    Securities, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: