REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2021 • FirstMark Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among FirstMark Acquisition Corp. II, a Delaware corporation (the “Company”), FirstMark Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
20,000,000 Units FirstMark Acquisition Corp. II UNDERWRITING AGREEMENTFirstMark Acquisition Corp. II • June 10th, 2021 • Blank checks • New York
FirstMark Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not
INDEMNITY AGREEMENTIndemnity Agreement • June 10th, 2021 • FirstMark Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between FIRSTMARK ACQUISITION CORP. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
FirstMark Acquisition Corp. IILetter Agreement • June 10th, 2021 • FirstMark Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between FirstMark Acquisition Corp. II, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Sto
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • June 10th, 2021 • FirstMark Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between FirstMark Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FirstMark Acquisition Corp. II New York, New York 10011FirstMark Acquisition Corp. II • March 12th, 2021 • Delaware
FirstMark Acquisition Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer FirstMark Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 5,750,000 shares of the Company’s Class B common stock (the “Shares”), par value $0.0001 per share (“Class B Common Stock”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on
FirstMark Acquisition Corp. II New York, NY 10011FirstMark Acquisition Corp. II • June 10th, 2021 • Blank checks • New York
This letter agreement by and between FirstMark Acquisition Corp. II, a Delaware corporation (the “Company”), and FirstMark Capital LLC, a Delaware limited liability company (“FirstMark”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[ ]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
