REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2021 • FirstMark Acquisition Corp. III • 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. III, a Cayman Islands exempted company (the “Company”), FirstMark Sponsor III 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”).
40,000,000 Units FirstMark Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2021 • FirstMark Acquisition Corp. III • Blank checks • New York
This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
INDEMNITY AGREEMENTIndemnification Agreement • June 10th, 2021 • FirstMark Acquisition Corp. III • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FirstMark Acquisition Corp. III Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 10th, 2021 • FirstMark Acquisition Corp. III • 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. III, a Cayman Islands exempted company (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 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Share”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Share at a price of $
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 10th, 2021 • FirstMark Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of[ ], 2021, by and between FirstMark Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FirstMark Acquisition Corp. III New York, New York 10011Securities Subscription Agreement • March 15th, 2021 • FirstMark Acquisition Corp. III • New York
FirstMark Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer FirstMark Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,500,000 shares of the Company’s Class B ordinary shares (the “Shares”), par value US$0.0001 per share (“Class B Shares”), up to 1,500,000 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 “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, par value US$0.0001 per share (“Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Charter”), Class B Shares will automatically convert into Class A Shares on a one-for-
FirstMark Acquisition Corp. III New York, NY 10011Administrative Services Agreement • June 10th, 2021 • FirstMark Acquisition Corp. III • Blank checks • New York
This letter agreement by and between FirstMark Acquisition Corp. III, a Cayman Islands exempted company (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. 333-254248) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
