Exhibit 10.3


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made and entered into as of [•], 2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the
 “Company”), and [•] (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company desires to attract and retain
the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in order to induce Indemnitee to provide
services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum
extent permitted by law;


 


WHEREAS, the Amended and Restated Memorandum and
Articles of Association of the Company (the “Articles”) require indemnification of the officers and directors of the
Company;


 


WHEREAS, 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 of directors, officers and other persons with respect to indemnification;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such
as Indemnitee is detrimental to the best interests of the Company’s shareholders;


 


WHEREAS, it is reasonable and prudent for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable
law, regardless of any amendment or revocation of the Articles, so that they will serve the Company free from undue concern that they
will not be so indemnified; and


 


WHEREAS, this Agreement is a supplement to and
in furtherance of the indemnification provided in 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.


 


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


 


Section 1.                Services
to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from
such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no
obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between
the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 






     


     


    

 


Section 2.                Definitions.
As used in this Agreement:


 


(a)            “Change
in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an
unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power and outstanding shares immediately prior to such transaction do not own a majority of the outstanding
voting power and outstanding shares or other equity interests of the resulting or successor entity (or its ultimate parent, if
applicable) immediately upon completion of such transaction, (iii) the sale of all of the shares of the Company to an unrelated
person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s
outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the
Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of
securities directly from the Company.


 


(b)            “Corporate Status” describes the status of a person as a current or former director of the Company or current
or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving
at the request of the Company.


 


(c)            “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees
of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all
other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification
or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.


 


(d)            “Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee
benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as
a director, manager, partner, officer, employee, agent or trustee.


 


(e)            “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts,
travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket
disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding.
Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or
fees, salaries, wages or benefits owed to Indemnitee.


 


(f)             “Independent
Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced
in matters of company or corporation law and neither presently is, nor in the past five (5) years has been, retained to represent:
(i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any
other party to the Proceeding 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. The Company agrees to pay the reasonable fees and expenses of the Independent
Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.


 






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(g)            The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, 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, criminal, administrative, regulatory or investigative nature,
and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee,
agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting
as a director of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent
or trustee of any 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; provided, however,
that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to
enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.


 


Section 3.                Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or
is threatened to be made, a party to or a participant 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 against all Expenses, judgments, fines,
penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she 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 his or her conduct was unlawful.


 


Section 4.                Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section
4 if Indemnitee is, or is threatened to be made, a party to or a participant 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 against all Expenses actually and
reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company. No indemnification 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 a state or
federal court in the Borough of Manhattan in the State of New York (the “NY 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 for such expenses as the NY Court shall deem proper.


 






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Section 5.                Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as
provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding
or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For
purposes of this Section 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.


 


Section 6.                Reimbursement
for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not
threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not
threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her
or on his or her behalf in connection therewith.


 


Section 7.                Exclusions.
Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a)            to
indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee
has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;


 


(b)            to
indemnify 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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law
or common law;


 


(c)            to
indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls,
any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof
and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses asserted by
Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the
Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company
in the suit for which indemnification or advancement is being sought as described in Section 12; or


 






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(d)            to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time
payment would otherwise be required pursuant to this Agreement).


 


Section 8.                Advancement
of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee
in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement
or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary
to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to
repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement
to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss
under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement
is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the
Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by
law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment,
not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall
in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit
Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.


 


Section 9.                Procedure
for Notification and Defense of Claim.


 


(a)            To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for
the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably
requested by the Company.


 


(b)            In
the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with
respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter
therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to
Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for
any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided
that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if
(A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or
(C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and
reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.


 






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(c)            In
the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled
to participate in the Proceeding at its own expense.


 


(d)            The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding
effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). Without limiting the generality
of the foregoing, the fact that an insurer under an applicable insurance policy delays or is unwilling to consent to such settlement or
is or may be in breach of its obligations under such policy, or the fact that directors’ and officers’ liability insurance
is otherwise unavailable or not maintained by the Company, may not be taken into account by the Company in determining whether to provide
its consent. The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld
or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee
or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with
respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include
the full release of Indemnitee from all liability in respect of such Proceeding.


 


Section 10.              Procedure
Upon Application for Indemnification.


 


(a)            Upon
written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by
applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by
one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the
Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though
less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors,
even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by
Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board
who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such
determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee
and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within forty-five
(45) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making
such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the
Company, 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 out-of-pocket costs
or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so
cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.


 






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(b)            If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent
Counsel shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred,
by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver
to the Company or 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 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 the NY Court
has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee
of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal
therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the NY Court
for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. The
person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) 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).


 


(c)            Notwithstanding
anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall
be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment
or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without
limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).


 


Section 11.              Presumptions
and Effect of Certain Proceedings.


 


(a)            To
the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall
be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making of any determination contrary to that presumption.


 


(b)            The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of guilty, 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 he or she 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 his or her conduct was unlawful.


 






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(c)            The
knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any
subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


Section 12.              Remedies
of Indemnitee.


 


(a)            Subject
to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii)
no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60)
days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent
Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of
Section 10(a) of this Agreement within forty-five (45) days after receipt by the Company of a written request therefor (including any
invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable
law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within forty-five (45) days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the NY Court of his
or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time
limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)            In
the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 12 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 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement, as the case may be.


 


(c)            If
a determination shall have been made pursuant to Section 10(a) 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 12, 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.


 






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(d)            The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 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.


 


(e)            The
Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested
by Indemnitee, shall (within forty-five (45) days after receipt by the Company of a written request therefor) advance, to the extent
not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought
by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written
request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of
invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee
to waive any privilege accorded by applicable law need not be included with the invoice.


 


(f)             Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.


 


Section 13.              Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)            The
rights of indemnification and to receive advancement 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 action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in Cayman Islands law, whether by statute or judicial decision,
permits greater indemnification or advancement than would be afforded currently under the Articles and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 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.


 






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(b)            To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers,
partners, officers, employees, agents or trustees of the Company or of any other Enterprise, 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,
manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a
claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective
policies.


 


(c)            In
the event of any payment under this Agreement, the Company 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.


 


(d)            The Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request
of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement from such other Enterprise.


 


Section 14.              Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including
any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and
its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. 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.


 


Section 15.              Waiver
of Claims Against Trust Account. Notwithstanding anything to the contrary in this Agreement, the Indemnitee and the Company, on behalf
of itself, its affiliates, its and their equityholders and any of its or their respective representatives (i) acknowledges and agrees
that (A) the Company has established a trust account for the benefit of the Company and certain of its existing equityholders, and (B)
none of the Indemnitee, the Company, its or their affiliates, its or their respective equityholders or any of its or their respective
representatives has any right, title, interest or claim of any kind arising from this Agreement or otherwise in or to any monies in such
trust account or any distributions or payments therefrom (each, a “Claim”) and (ii) hereby waives any Claim arising
from this Agreement or otherwise and agrees not to seek recourse against such trust account for any reason whatsoever.


 






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Section 16.              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 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 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.


 


Section 17.              Enforcement.


 


(a)            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 of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director of the Company.


 


(b)            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;
provided, however, that this Agreement is a supplement to and in furtherance of the Articles and applicable law, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


(c)            The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


Section 18.              Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be
binding unless executed in writing by the parties thereto. 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. No supplement, modification
or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.


 


Section 19.              Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification,
reimbursement or advancement as provided 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.


 






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Section 20.              Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is
so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication
shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been
received:


 


(a)         If to Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b)         If to the Company to:


 


Fifth Wall Acquisition Corp. III

6060 Center Drive 10th Floor

Los Angeles, California 90045

Attention: Brendan Wallace


 


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


 


Section 21.              Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding
in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits
received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii)
the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transactions.


 


Section 22.              Internal
Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10)
of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that
indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages
paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation,
subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as
a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.


 






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Section 23.              Applicable
Law and Consent to Jurisdiction. 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. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the NY Court, and not in any other state or federal court in the United States of America or any court in any other
country, (ii) consent to submit to the exclusive jurisdiction of the NY Court for purposes of any action or proceeding arising out
of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this
Agreement with the same legal force and validity as if served upon such party personally within the State of New York, (iv) waive
any objection to the laying of venue of any such action or proceeding in the NY Court, and (v) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the NY Court has been brought in an improper or inconvenient
forum.


 


Section 24.              Headings.
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.


 


Section 25.              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.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on and as of the day and year first above written.


 


	 	FIFTH WALL ACQUISITION CORP. III
	 	 
	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	 
	 	[Name of Indemnitee]