FirstMark Acquisition Corp. III New York, New York 10011FirstMark Acquisition Corp. III • March 15th, 2021 • 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-
