Exhibit 10.1


 


Execution Version


 


FIRST Amendment
To Investment management trust agreement


 


THIS FIRST AMENDMENT TO INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2022 by and among FirstMark
Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”). Capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Trust Agreement (as defined below).


 


RECITALS


 


A. The Company and the
Trustee entered into an Investment Management Trust Agreement (the “Trust Agreement”), dated as of October
5, 2020, and now wish to amend the Trust Agreement in accordance with the terms of the Trust Agreement and this Amendment.


 


B. Section 6(c) of the Trust Agreement provides that the Trust Agreement may be amended or modified by a writing signed by each of
the parties to the Trust Agreement.


 


NOW, THEREFORE, in consideration
of the premises, and of the representations, warranties, covenants and agreements contained herein, the value, receipt and sufficiency
of which are hereby acknowledged, the Company and the Trustee hereby agree as follows:


 


1. Amendment
to Second Recital. The second recital of the Trust Agreement is hereby amended and restated in its entirety to read as follows:


 


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


 


2. Amendment
to Fourth Recital. The fourth recital of the Trust Agreement is hereby amended and restated in its entirety to read as follows:


 


“WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property equal to $9,990,000 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”


 


3. Effect of Amendment. Each of the Company and the Trustee represents that it has all necessary power and authority to enter
into and perform the obligations of this Amendment and that there are no consents or approvals required to be obtained by such party for
such party to enter into and perform its obligations under this Amendment that have not been obtained. This Amendment shall be deemed
incorporated into, and form a part of, the Trust Agreement and have the same legal validity and effect as the Trust Agreement. Except
as expressly and specifically amended hereby, all terms and provisions of the Trust Agreement are and shall remain in full force and effect,
and all references to the Trust Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with
the Trust Agreement shall hereafter refer to the Trust Agreement as amended by this Amendment, and as it may hereafter be further amended
or restated. Each reference in the Trust Agreement to “this Agreement,” “herein,” “hereof,” “hereunder”
or words of similar import shall hereafter be deemed to refer to the Trust Agreement as amended hereby (except that references in the
Trust Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to
mean October 5, 2020).


 


4. Inconsistency or Conflict. In the event of any inconsistency or conflict between the terms and provisions of the Trust Agreement,
on the one hand, and this Amendment, on the other hand, the terms and provisions of this Amendment shall govern and control.


 


5. Additional Provisions. The provisions contained in Section 5 (Termination) and Section 6 (Miscellaneous) of the Trust Agreement
are hereby incorporated by reference into this Amendment, mutatis mutandis, and made a part of this Amendment as if set forth fully
herein.


 


6. Counterparts.
This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


[Signature page follows]


  



     


     


    




 


IN WITNESS WHEREOF, the Company
and the Trustee have caused this Amendment to be executed and delivered as of the date first written above by their respective officers
thereunto duly authorized.


 


	 	FIRSTMARK HORIZON ACQUISITIN

                    CORP.

	 	 	 
	 	By:	/s/ Amish Jani
	 	 	Name:  	Amish Jani
	 	 	Title:	President



 


	 	TRUSTEE:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &

                    TRUST COMPANY, as Trustee

	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: 	Francis Wolf
	 	 	Title:	Vice President



 


[Signature Page to First Amendment to Investment
Management Trust Agreement]