Exhibit
                                         10.3

 

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

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”).

 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-254248 (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Share”), and one-fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

 

WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with
Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several
underwriters (the “Underwriters”) named therein; and

 

WHEREAS,
as described in the Prospectus, $400,000,000 of the gross proceeds of the Offering and sale of the Private Placement
Warrants (as defined in the Underwriting Agreement) (or $460,000,000 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 Shares included in the Units 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”); and

 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $14,000,000, or $16,100,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the 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 located in the United States at
J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more)
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 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; the Trustee may not
invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account
funds are uninvested awaiting the Company’s instructions hereunder;while on deposit, 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 Representative 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 tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

 

(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;

 

(i)  
    Commence liquidation of the Trust Account only after and promptly following
(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, President, Chief Financial Officer, Secretary
or other authorized officer of the Company (an “Authorized Representative”),
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which
interest shall be net of any taxes payable, and less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses), only as directed in the Termination Letter and 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, as amended from time to time, 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 (which interest shall be net of any taxes payable, and less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such
date;


 


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(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 on behalf of 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; 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 so long as
there is no reduction in the principal amount initially deposited in the Trust Account; provided,further,however,that
if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the
Company setting forth the actual amount payable (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 to or on behalf of
the Company the amount requested by the Company to be used to redeem 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(A) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with a Business Combination or redeem 100% of the Company’s public Shares if the Company does not complete
its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating
to the Company’s 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

 

(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 an Authorized Representative of the Company. 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;


 


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(b)       Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented out-of-pocket expenses, including reasonable outside 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)and as may be provided in Section 2(b) hereof;

 

(d)      In connection with any vote of the Company’s shareholders regarding any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving the Company and one or more businesses (a“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;

 

(e)       Provide the Representative 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)       Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representative; and


 


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(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.

 

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 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;

 

(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 written direction, order,
notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification
to the Company, 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;


 


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(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, franchise and income 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:

 

(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 (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under 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; 

 

(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); or

 

(c)   
    If the Offering is not consummated within ten (10) business days of the date
of this Agreement, in which case any funds received by the Trustee from the Company or FirstMark Sponsor III LLC, as
applicable, shall be returned promptly following the receipt by the Trustee of written instructions from the
Company.


 


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6.           Miscellaneous.

 

(a) 
       The Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth herein 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 out-of-pocket 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.

 

(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i), 1(j) or 1(k)(which
sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then
outstanding Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single
class; provided that no such amendment will affect any Public Shareholder who has otherwise validly indicated his, her or its
election to redeem his, her or its Shares in connection with a shareholder vote sought to amend this Agreement), 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.

 

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

 

(e)       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;

cgonzalez@continentalstock.com


 


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if to the Company, to:

 

FirstMark Acquisition Corp. III

100 5th Ave, 3rd Floor

New York, NY 10011

Attn: Eric D. Cheung

Email: eric@firstmarkcap.com

 

in each case, with copies to:

 

FirstMark Sponsor III LLC

100 5th Ave, 3rd Floor

New York, NY 10011

Attn: Eric D. Cheung

Email: eric@firstmarkcap.com

 

and

 

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Ave., Suite 1400

Palo Alto, CA 94301

Attn:
Gregg A. Noel and Michael J. Mies

 

and

 

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629

Attn: Head of Equity Capital Markets, with a copy to the General Counsel Investment Banking

 

And

 

Paul Hastings LLP

515 South Flower Street, Twenty-Fifth Floor

Los Angeles, California 90071

Attn: Jonathan Ko

 

(f)        This Agreement may not be assigned by the Trustee without the prior consent of the Company.

 

(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.


 


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(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 Representative, 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.

 

	
 

	
FirstMark Acquisition Corp. III


	
 

	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:

	
Eric D. Cheung


	
 

	
 

	
Title:  

	
Secretary




	
 

	
 

	
 

	
 


	
 

	
TRUSTEE:


	
 

	
 


	
 

	
Continental Stock Transfer & Trust Company,


	
 

	
as Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	 
	
 

	
 

	
Name:

	
Francis Wolf


	
 

	
 

	
Title:

	
Vice President





 


     


    


    

SCHEDULE A

 

	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$	3,500.00	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250.00	 
	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

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:         Trust Account–Termination Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between FirstMark 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 entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with the 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 time 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 into the above-referenced trust operating account at J.P. Morgan Chase Bank,
N.A. 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 Representative (with respect to the Deferred Discount) and the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the
trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative
will earn any interest or dividends.

 

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 substantially, 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 or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount 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 the notice as soon thereafter as possible.

 


	
 

	
Very truly yours,


	
 

	
 


	
 

	
FirstMark Acquisition Corp. III


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 



cc: Credit Suisse Securities (USA) LLC


 


     


    


    

EXHIBIT B

 

[Letterhead of Company] 

 

[Insert date]

 

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:      Trust Account – Termination Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between FirstMark 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
Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await
distribution to the Public Shareholders. The Company has selected _______________ 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, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust
Agreement.

 

	
 

	
Very truly yours,


	
 

	
 


	
 

	
FirstMark Acquisition Corp. III


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

cc: Credit Suisse Securities (USA) LLC


 


     


    


    

EXHIBIT C

 

[Letterhead of Company]

 

[Insert date]

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:      Trust Account – Tax Payment Withdrawal Instruction

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between FirstMark 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,


	
 

	
 


	
 

	
FirstMark Acquisition Corp. III


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 



cc: Credit Suisse Securities (USA) LLC


 


     


    


    

EXHIBIT D

 

[Letterhead of Company]

 

[Insert date]

 

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

 

Re:      Trust Account – Shareholder Redemption Withdrawal Instruction

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between FirstMark 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 on behalf of the Company $___________of the principal and 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
funds as described above are needed to pay the Public Shareholders who have properly elected to have their 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(A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with a Business Combination or redeem 100% of the Company’s public Shares
if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with
respect to any other provision relating to the Company’s 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 the redeeming Public Shareholders in accordance with your customary
procedures.

 

	
 

	
Very truly yours,


	
 

	
 


	
 

	
FirstMark Acquisition Corp. III


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

cc: Credit Suisse Securities (USA) LLC