**
**Exhibit 10.9**

***Execution Version***

**AMENDED AND RESTATED**

**REGISTRATION RIGHTS AGREEMENT**

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “***Agreement***”), dated as of March 28, 2022, is madeand entered into by and among: 

(i)    Starry Holdings, Inc., a Delaware corporation (the“***Company***”); 

(ii)    FirstMark Horizon Acquisition Corp., a Delawarecorporation (“***FirstMark***”); 

(iii)    certain equityholders of FirstMark as set forth onSchedule A hereto (the “***Sponsor Equityholders***”); and 

(iv)    certain equityholders ofStarry, Inc., a Delaware corporation (“***Legacy Starry***”), as set forth on Schedule B hereto (collectively, the “***Starry Equityholders***” and, together with the Sponsor Equityholders and any person orentity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “***Holder***” and collectively the “***Holders***”). 

**RECITALS**

**WHEREAS**,FirstMark and FirstMark Horizon Sponsor LLC, a Delaware limited liability company (“***Sponsor***”), are party to that certain Registration Rights Agreement, dated as of October 5, 2020, with each of the other individualsparty thereto (the “***Original RRA***”); 

**WHEREAS**, the Company, FirstMark and Legacy Starry are party to thatcertain Agreement and Plan of Merger, dated as of October 6, 2021 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “***Merger Agreement***”), by and among FirstMark, Sirius Merger Sub,Inc., a Delaware corporation and a direct, wholly-owned subsidiary of FirstMark (“***Merger Sub***”), Legacy Starry and the Company, pursuant to which (i) FirstMark will merge with and into the Company, with the Company beingthe surviving entity (the “***SPAC Merger***”) and (ii) following consummation of the SPAC Merger, Merger Sub will merge with and into Legacy Starry, with Legacy Starry being the surviving entity and a wholly-owned subsidiaryof the Company (the “***Acquisition Merger***” and together with the SPAC Merger, the “***Mergers***”); 

**WHEREAS**, in connection with the consummation of the transactions described above (the “***Transactions***”),FirstMark, Sponsor and the other parties to the Original RRA desire to amend and restate the Original RRA in its entirety as set forth herein, and FirstMark and the Holders desire to enter into this Agreement, pursuant to which the Company shallgrant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement. 

**NOW**, **THEREFORE**, in consideration of the representations, covenants and agreements contained herein, and certain other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

**ARTICLE I**

**DEFINITIONS**

1.1    Definitions. The terms defined in this Article I shall, for all purposes of this Agreement,have the respective meanings set forth below: 
**

“***Adverse Disclosure***” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be madein any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,declared effective or used, as the case may be, and (iii) the Company has a *bona fide* business purpose for not making such information public. 

“***Action***” means any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or anyproceeding or investigation, by or before any Governmental Authority. 

“***Affiliate***” means, with respect to anyspecified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) in the event that the specified Person is anatural Person, a member of the immediate family of such Person; provided, that (i) the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Holder and (ii) “portfolio companies” (as such termis customarily used among institutional investors) in which any Holder or any of its Affiliates has an investment (whether as debt or equity) shall not be deemed an Affiliate of such Holder. As used in this definition, the term “control”means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 

“***Agreement***” shall have the meaning given in the Preamble hereto. 

“***Board***” means the board of directors of the Company. 

“***Block Trade***” shall have the meaning given in Section 2.4.1. 

“***Closing***” shall have the meaning given in the Merger Agreement. 

“***Closing Date***” shall have the meaning given in the Merger Agreement. 

“***Commission***” shall mean the Securities and Exchange Commission. 

“***Common Stock***” shall mean the Class A common stock of the Company, par value $0.001 per share. 

“***Company***” shall have the meaning given in the Recitals hereto and includes the Company’s successors byrecapitalization, merger, consolidation, spin-off, reorganization or similar transaction. 

“***Demanding Holder***” shall have the meaning given in Section 2.1.4. 

“***Exchange Act***” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. 

“***FINRA***” the Financial Industry Regulatory Authority Inc. 

“***Form S-1 Shelf***” shall have the meaning given inSection 2.1.1. 

“***Form S-3 Shelf***” shall have themeaning given in Section 2.1.1. 

 
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“***Governmental Authority***” means any federal, state, provincial,municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency orinstrumentality, court or tribunal. 

“***Governmental Order***” means any order, judgment, injunction, decree, writ,stipulation, determination or award, in each case, entered by or with any Governmental Authority. 

“***HolderInformation***” shall have the meaning given in Section 4.1.2. 

“***Holders***”shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities. 

“***Immediate Family Member***” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. 

“***Law***” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any GovernmentalAuthority. 

“***Legacy Starry Warrants***” means all warrants to purchase shares of Legacy Starry common stock. 

“***Maximum Number of Securities***” shall have the meaning given in Section 2.1.5. 

“***Mergers***” shall have the meaning given in the Recitals hereto. 

“***Merger Agreement***” shall have the meaning given in the Recitals hereto. 

“***Minimum Takedown Threshold***” shall have the meaning given in Section 2.1.4. 

“***Misstatement***” shall mean an untrue statement of a material fact or an omission to state a material fact required tobe stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading. 

“***Original RRA***” shall have the meaning given in the Recitals hereto. 

“***Other Coordinated Offering***” shall have the meaning given in Section 2.4.1. 

“***Permitted Transferees***” shall mean, with respect to any Person, (i) any Affiliate, limited partner, member orstockholder of such Person, (ii) with respect to any Person that is an investment fund, vehicle or similar entity, (x) any other investment fund, vehicle or similar entity of which such Person or an Affiliate, advisor or manager of suchPerson serves as the general partner, manager or advisor and (y) any direct or indirect limited partner or investor in such investment fund, vehicle or similar entity or any direct or indirect limited partner or investor in any other investmentfund, vehicle or similar entity of which such Person or an Affiliate, advisor or manager of such Person serves as the general partner, manager or advisor, (iii) in the case of any Person who is an individual, (w) by gift to an ImmediateFamily Member of such individual, (x) any successor by death or pursuant to any qualified domestic relations order, (y) any trust, partnership, limited liability company or similar entity solely for the benefit of such individual or suchindividual’s spouse or lineal descendants, provided that such individual acts as trustee, general partner or managing member and retains the sole power to direct the voting and disposition of the transferred

 
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Registrable Securities or (z) a nominee or custodian of a Person to whom a transfer would be permissible under this clause (iii), (iv) to any third-party pledgee in a bona fide transactionas collateral to secure obligations pursuant to lending or other arrangement between such third parties (or their Affiliates or designees) and such Person and/or its Affiliates or any similar arrangement relating to a financing arrangement for thebenefit of such Person and/or its Affiliates, and (v) pursuant to a bona fide loan or pledge or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned by such Personand/or its Affiliates to a nationally or internationally recognized financial institution in connection with a loan or such Person and/or its Affiliates. 

“***Person***”****shall mean any individual, corporation, partnership, trust, limited liability company, association orother entity. 

“***Piggyback Registration***” shall have the meaning given in Section 2.2.1.

“***Prospectus***” shall mean the prospectus included in any Registration Statement, as supplemented by any and allprospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“***Registrable Security***” shall mean (a) any outstanding shares of Common Stock and warrants to purchase shares ofCommon Stock held by a Holder immediately following the Closing (including shares of Common Stock distributable pursuant to the Merger Agreement and issuable upon the exchange or conversion of the Company’s Class B Common Stock), (b) anyshares of Common Stock that may be acquired by Holders upon the exercise of a warrant or other right to acquire Common Stock held by a Holder immediately following the Closing, (c) any shares of Common Stock or warrants to purchase shares ofCommon Stock (including any shares of Common Stock issued or issuable upon the exercise of any such warrant) of the Company otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restrictedsecurities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect toany securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similartransaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of suchsecurities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shallhave been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registrationunder the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 under the Securities Act (but with no volume or other restrictions or limitationsincluding as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. 

“***Registration***” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing aRegistration Statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective. 

 
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“***Registration Expenses***” shall mean the expenses of a Registration,including, without limitation, the following: 

(A)    all registration and filing fees (including fees with respect tofilings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed; 

(B)    fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements ofoutside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 

(C)    printing, messenger, telephone and delivery expenses; 

(D)    reasonable fees and disbursements of counsel for the Company; 

(E)    reasonable fees and disbursements of all independent registered public accountants of the Company incurredspecifically in connection with such Registration; 

(F)    the fees and expenses of any special experts retained bythe Company in connection with such registration; and 

(G)    reasonable and documented fees and expenses of one legalcounsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering or Other Coordinated Offering (not to exceed $50,000 without theconsent of the Company). 

“***Registration Statement***” shall mean any registration statement that covers RegistrableSecurities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and allmaterial incorporated by reference in such registration statement. 

“***Requesting Holders***” shall have the meaninggiven in Section 2.1.5. 

“***Securities Act***” shall mean the Securities Act of 1933, asamended from time to time. 

“***Shelf***” shall mean the Form S-1 Shelf, theForm S-3 Shelf or any Subsequent Shelf Registration, as the case may be. 

“***ShelfRegistration***” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then ineffect). 

“***Shelf Takedown***” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using aRegistration Statement, including a Piggyback Registration. 

“***Starry Equityholders***” shall have the meaning givenin the Preamble hereto. 

“***Sponsor***” shall have the meaning given in the Recitals hereto. 

“***Sponsor Equityholders***” shall have the meaning given in the Preamble. 

“***Subsequent Shelf Registration***” shall have the meaning given in Section 2.1.2. 

“***Transactions***” shall have the meaning given in the Recitals hereto. 

 
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“***Transfer***” shall mean the (a) sale of, offer to sell, contractor agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to ordecrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economicconsequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or(b). 

“***Underwriter***” shall mean a securities dealer who purchases any Registrable Securities as principal and notas part of such dealer’s market-making activities. 

“***Underwritten Offering***” shall mean a Registration inwhich securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 

“***Underwritten Shelf Takedown***” shall have the meaning given in Section 2.1.4. 

“***Withdrawal Notice***” shall have the meaning given in Section 2.1.6. 

**ARTICLE II**

**REGISTRATIONS AND OFFERINGS**

2.1    Shelf Registration. 

2.1.1    Filing. The Company shall file within 30 days of the Closing Date, and use commercially reasonableefforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “***Form S-1Shelf***”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “***Form S-3 Shelf***”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide forthe resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, andshall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act untilsuch time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use FormS-3.

2.1.2    Subsequent Shelf Registration. If any Shelf ceases tobe effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as isreasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to aspromptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a“***Subsequent Shelf Registration***”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, andrequested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act aspromptly as is 

 
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reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgatedunder the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent ShelfRegistration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. 

2.1.3    Additional Registerable Securities. In the event that any Holder holds Registrable Securities that arenot registered for resale on a delayed or continuous basis, the Company, upon request of a Starry Equityholder or a Sponsor Equityholder that holds at least five (5.0%) percent of the Registrable Securities, shall promptly use its commerciallyreasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to becomeeffective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities tobe so covered twice per calendar year for the Starry Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand. 

2.1.4    Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf ison file with the Commission, any Starry Equityholder or Sponsor Equityholder (any of the Starry Equityholders or the Sponsor Equityholders being, in such case, a “***Demanding Holder***”) may request to sell all or any portion ofits Registrable Securities in an Underwritten Offering (each, an “***Underwritten Shelf Takedown***”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall includeRegistrable Securities proposed to be sold by the Demanding Holder (together with any other Demanding Holders and Holders requesting Piggyback Registration) with a total offering price reasonably expected to exceed, in the aggregate,$50 million (the “***Minimum Takedown Threshold***”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securitiesproposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationallyrecognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Starry Equityholders, on the one hand, and the Sponsor Equityholders, on the otherhand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period. Notwithstanding anything to the contrary in this Agreement, the Companymay effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering. 

2.1.5    Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten ShelfTakedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “***Requesting Holders***”) (if any)in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Companydesires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any otherstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability ofsuccess of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “***Maximum Number of Securities***”), then the 

 
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Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock orother equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) hasrequested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold withoutexceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters. 

2.1.6    Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectussupplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have theright to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “***Withdrawal Notice***”) to the Company and the Underwriter or Underwriters (if any) of their intention towithdraw from such Shelf Takedown; provided that any Starry Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by theRegistrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Starry Equityholders, the Sponsor Equityholders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten ShelfTakedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1.4, unless either (i) the Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) theHolder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if a Starry Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown pursuant to theproviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Starry Equityholders or the Sponsor Equityholders, as applicable, for purposes ofSection 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anythingto the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a DemandingHolder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6. 

2.2    Piggyback Registration. 

2.2.1    Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holderproposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeablefor, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant toSection 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to aRegistration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that isconvertible into equity securities of the Company or, (iv) for a dividend reinvestment plan, (v) for a rights offering, (vi) for a Block Trade, or (vii) for an Other Coordinated Offering, then the Company shall give writtennotice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date 

 
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of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used formarketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, insuch offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days afterreceipt of such written notice (such registered offering, a “***Piggyback Registration***”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included insuch Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant tothis Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such RegistrableSecurities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwritingagreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding the foregoing, the Sponsor may not exercise its “piggyback” registration rights after seven (7) years from the pricing dateof FirstMark’s initial public offering. 

2.2.2    Reduction of Piggyback Registration. If the managingUnderwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollaramount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering hasbeen demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant toSection 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-backregistration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: 

(a)    Ifthe Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Companydesires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holdersexercising their rights to register their Registrable Securities pursuant to Section 2.2.1, *pro rata*, based on the respective number of Registrable Securities that each Holder has requested be included in suchUnderwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to theextent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requestedpursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; 

(b)    If the Registration or registered offering is pursuant to a request by persons or entities other than the Holdersof Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holdersof Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum 

 
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Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant toSection 2.2.1, *pro rata*, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that theHolders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoingclauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number ofSecurities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate writtencontractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and 

(c)    If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securitiespursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5. 

2.2.3    Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder,whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever uponwritten notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission withrespect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registrationused for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filedwith the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement(other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4    Unlimited Piggyback Registration Rights. For purposes of clarity, subject toSection 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4hereof. 

2.3    Market Stand-off. In connection with any UnderwrittenOffering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), each Holder that participates in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any shares ofCommon Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day periodbeginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Common Stock, except in the event the Underwriters managing the offering otherwise agree bywritten consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

 
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2.4    Block Trades; Other Coordinated Offerings. 

2.4.1    Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with theCommission and effective, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (a “***BlockTrade***”) or an otherwise coordinated registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “***Other Coordinated Offering***”), in each case, with an anticipatedoffering price of either (x) at least $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder needs to notify the Company of the Block Trade or Other Coordinated Offering atleast five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; providedthat the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters in order tofacilitate preparation of the prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. 

2.4.2    Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used inconnection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offeringshall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in thisAgreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.4.2. 

2.4.3    Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shallnot apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. 

2.4.4    The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select theUnderwriters and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 

2.4.5    A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offeringspursuant to this Section 2.4 in any twelve (12) month period. 

**ARTICLE III**

**COMPANY PROCEDURES**

3.1    General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use itscommercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners of distribution in such Registration Statement asHolders may reasonably request and as permitted by law, including distribution of Registrable Securities to a Holder’s members, security holders or partners), and pursuant thereto the Company shall, as expeditiously as possible: 

3.1.1    prepare and file with the Commission as soon as practicable a Registration Statement with respect to suchRegistrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have ceased to be RegistrableSecurities; 

 
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3.1.2    prepare and file with the Commission such amendments andpost-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five (5.0%) percent of the Registrable Securities registered on such RegistrationStatement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep theRegistration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 

3.1.3    prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish withoutcharge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to suchRegistration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as theUnderwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders; 

3.1.4    prior to any public offering of Registrable Securities (i) register or qualify the Registrable Securitiescovered by the Registration Statement under such securities or “***blue sky***” laws of such jurisdictions in the United States as any Holder of Registrable Securities included in such Registration Statement (in light of theirintended plan of distribution) may reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from registration or qualification) and (ii) take such action necessary to cause such RegistrableSecurities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be reasonably necessary by virtue of the business and operations of the Company and do any and all other acts and thingsthat may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that theCompany shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any suchjurisdiction where it is not then otherwise so subject; 

3.1.5    cause all such Registrable Securities to be listedon each national securities exchange on which similar securities issued by the Company are then listed; 

3.1.6    provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities nolater than the effective date of such Registration Statement; 

3.1.7    advise each seller of such RegistrableSecurities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding forsuch purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 

3.1.8    at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment orsupplement to such Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or ExchangeAct, as applicable), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein); 

 
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3.1.9    notify the Holders at any time when a Prospectus relating tosuch Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then tocorrect such Misstatement as set forth in Section 3.4 hereof; 

3.1.10    permit arepresentative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter or other financial institutions facilitating such Underwritten Offering, Block Trade or Other Coordinated Offering toparticipate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release ordisclosure of any such information; 

3.1.11    obtain a “comfort” letter from the Company’sindependent registered public accountants in the event of an Underwritten Offering, Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of the typecustomarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders; 

3.1.12    on the datethe Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or salesagent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as arecustomarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders; 

3.1.13    in the event of any Underwritten Offering, Block Trade or Other Coordinated Offering that is registeredpursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with the managing Underwriter, sales agent or placement agent of suchoffering; 

3.1.14    make available to its security holders, as soon as reasonably practicable, an earnings statementcovering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of theSecurities Act and Rule 158 thereunder (or any successor rule then in effect), and which will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q,10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; 

3.1.15    in accordance with customary practice, make available for inspection by representatives of any Underwriters andany counsel or accountant retained by such Underwriters all relevant financial and other records, pertinent corporate documents and properties of the Company and cause appropriate officers, managers, employees, outside counsel and accountants of theCompany to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with their due diligence exercise, including through in-person meetings, butsubject to customary privilege constraints; 

 
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3.1.16    if the Registration involves the Registration of RegistrableSecurities involving an Underwritten Offering pursuant to Section 2.1.4, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that maybe reasonably requested by the Underwriter in such Underwritten Offering; and 

3.1.17    otherwise, in good faith,cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration. 

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placementagent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement. 

3.2    Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It isacknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketingcosts and, other than as set forth in the definition of “*Registration Expenses*,” all reasonable fees and expenses of any legal counsel representing the Holders. 

3.3    Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to thecontrary, if any Holder does not timely provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines,based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering forequity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and(ii) timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonablyrequired under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included insuch Registration. 

3.4    Suspension of Sales; Adverse Disclosure; Restrictions on RegistrationRights. 

3.4.1    Upon receipt of written notice from the Company that a Registration Statement or Prospectuscontains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Companyhereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. 

3.4.2    If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registrationat any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or(c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness orcontinued use at such 

 
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time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for theshortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon theirreceipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. 

3.4.3    (a) During the period starting with the date sixty (60) days prior to the Company’s good faithestimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, allcommercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and suchHolders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant toSection 2.1.4 or 2.4. 

3.4.4    The right to delay or suspend any filing, initial effectiveness orcontinued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, on not more than twooccasions or for more than sixty (60) consecutive calendar days or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12)-month period 

3.4.5    Notwithstanding anything to the contrary set forth herein, the Company shall not provide any Holder with anymaterial, nonpublic information regarding the Company other than to the extent that providing notice to such Holder hereunder constitutes material, nonpublic information regarding the Company. 

3.5    Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all timeswhile it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed bythe Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with theCommission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that itshall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within thelimitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorizedofficer as to whether it has complied with such requirements. 

**ARTICLE IV**

**INDEMNIFICATION AND CONTRIBUTION**

4.1    Indemnification. 

4.1.1    The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, itsofficers, directors, agents, partners, members, and each person who controls such Holder (within the meaning of the Securities Act) and any broker-dealer or underwriter acting on a Holder’s behalf against all losses, claims, damages,liabilities and reasonable out-of-pocket expenses (including 

 
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without limitation reasonable and documented outside attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus orpreliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company ofthe Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; except insofar as the same are caused by or containedin any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. 

4.1.2    In connection with any Registration Statement in which a Holder of Registrable Securities is participating, suchHolder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “***Holder Information***”) and, to theextent permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable anddocumented out-of-pocket expenses (including without limitation reasonable and documented outside attorneys’ fees) caused by any untrue or alleged untrue statementof material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to makethe statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, thatthe obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received bysuch Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within themeaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. 

4.1.3    Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifyingparty of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced theindemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume thedefense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (butsuch consent shall not be unreasonably delayed or withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all partiesindemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect tosuch claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid bythe indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect tosuch claim or litigation. 

4.1.4    The indemnification provided for under this Agreement shall remain in full forceand effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder ofRegistrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification isunavailable for any reason. 

 
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4.1.5    If the indemnification provided underSection 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result ofsuch losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and theindemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including anyuntrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s andindemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shallbe limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expensesreasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by *prorata* allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation. 

**ARTICLE V**

**MISCELLANEOUS**

5.1    Notices. All notices and other communications among the parties shall be in writing and shall bedeemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered byFedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows. Anynotice or communication under this Agreement must be addressed, if to the Company, to Starry, Inc., 38 Chauncey Street, 2nd Floor, Boston, MA 02111, Attention: wlundregan@starry.com, and, if to any Holder, at such Holder’s address or facsimilenumber as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty(30) days after delivery of such notice as provided in this Section 5.1. 

5.2    Assignment; No Third Party Beneficiaries. 

5.2.1    This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegatedby the Company in whole or in part. 

5.2.2    A Holder may assign or delegate such Holder’s rights, duties orobligations under this Agreement, in whole or in part, to any person to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer and such person agrees to become boundby the terms and provisions of this Agreement. 

 
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5.2.3    No assignment by any party hereto of such party’s rights,duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement ofthe assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). 

5.2.4    Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties heretoand their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5.02 shall be null and void, ab initio. 

5.2.5    This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than asexpressly set forth in this Agreement, Section 4.1.1 and Section 5.2 hereof. 

5.3    Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considereda part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute oneand the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§301-309), as amended from time to time, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effectivefor all purposes. 

5.4    Governing Law. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISINGOUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENTSUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. 

5.5    Jurisdiction; Waiver of Jury Trial. 

5.5.1    Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby,shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusivejurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only inany such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process inany manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5.5.1. 

5.5.2    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASEDUPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

5.6    Amendments andModifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may bewaived, or any of such provisions, covenants or 

 
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conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the materialrights or obligations hereunder of (i) a Holder of at least five percent (5.0%) of the Registrable Securities, then the written consent of such Holder will also be required or (ii) the Sponsor Equityholders, so long as the SponsorEquityholders and their affiliates hold, in the aggregate, at least fifty percent (50.0%) of the Registrable Securities held by such Sponsor Equityholders as of the date hereof, then the written consent of a majority-in-interest of the Sponsor Equityholders will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in anymaterial respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on thepart of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreementby a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. 

5.7    Termination of Existing Registration Rights. The registration rights granted under this Agreement shallsupersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of FirstMark or Legacy Starry granted under any other agreement, including, but not limited to, the Original RRA, the Legacy StarryWarrants and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect. 

5.8    Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holdsany Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination. 

5.9    Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the totalnumber of Registrable Securities held by such Holder in order for the Company to make determinations hereunder. 

**[SIGNATURE PAGESFOLLOW]**

 

 
19 

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the datefirst written above. 

 
**FIRSTMARK HORIZON ACQUISITION CORP.**By: 
/s/ Amish Jani
Name: Amish JaniTitle: President**STARRY HOLDINGS, INC.**By: 
/s/ Chaitanya Kanojia
Name: Chaitanya KanojiaTitle: President
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Jason RobinsBy: 
/s/ Jason Robins
Name: Jason Robins
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Luis UbinasBy: 
/s/ Luis Ubinas
Name: Luis Ubinas
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Frederik BallBy: 
/s/ Frederick Ball
Name: Frederick Ball
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Allison GoldbergBy: 
/s/ Allison Goldberg
Name: Allison Goldberg
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FIRSTMARK HORIZON SPONSOR, LLCA Delaware limited liability companyBy: 
/s/ Daniel Gaisin
Name: Daniel GaisinTitle: Chief Financial Officer
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FIRSTMARK HORIZON SPONSOR, LLCA Delaware limited liability companyBy: 
/s/ Daniel Gaisin
Name: Daniel GaisinTitle: Chief Financial Officer
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Addition Ventures Partners, LLCBy: 
/s/ Ward Breeze
Name: Ward BreezeTitle: General Counsel
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Aneesh ChopraBy: 
/s/ Aneesh Chopra
Name: Aneesh Chopra
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Chandler ReedyBy: 
/s/ Chandler Reedy
Name: Chandler Reedy
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Decibel Holdings, LLCBy: 
/s/ Hari Ravichandran
Name: Hari RavichandranTitle: CEO
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDERS:**HLVP III, LPBy: HLVP III GP, LLC, its general partnerBy: 
/s/ Shana Fisher
Name: Shana FisherTitle: Manager
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Jospeh G. HoustonBy: 
/s/ Grant Houston
Name: Grant Houston
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Levance LLCBy: 
/s/ Adrian Aoun
Name: Adrian AounTitle: Authorized Member
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**LFX Capital LLCBy: 
/s/ Ward Breeze
Name: Ward BreezeTitle: Manager
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**SMR Starry LLCBy: 
/s/ Richard O’Toole
Name: Richard O’TooleTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FirstMark Capital III, LP, for itself and as nominee for FirstMark Capital III Entrepreneurs, LPBy: 
/s/ Amish Jani
Name: Amish JaniTitle: Managing Director
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FirstMark Capital OF I LPBy: 
/s/ Amish Jani
Name: Amish JaniTitle: Managing Director
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FirstMark Capital of II, L.P.By: 
/s/ Amish Jani
Name: Amish JaniTitle: Managing Director
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FirstMark Capital of III, L.P.By: 
/s/ Amish Jani
Name: Amish JaniTitle: Managing Director
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**FirstMark Capital S1, L.P.By 
/s/ Amish Jani
Name: Amish JaniTitle: Managing Director
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**1992 Larsen Grandchildren’s TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**ArrowMark Equity Opportunity FundBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**ArrowMark Fundamental Opportunity Fund, L.P.By: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**CF Ascent, LLCBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Charles F. Urschel 1970 Trust FBO Wendy U. LarsenBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Corkins Family FoundationBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Intrepid Production CompanyBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Iron Home Investments, LLCBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Kathleen Kay Corkins 2013 Revocable TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Kathleen Kay Corkins 2014 Revocable TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Larsen Family, LPBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Lookfar Investments, LLCBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Meridian Growth FundBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Meridian Small Cap Growth FundBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Michael E. Herman Revocable TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**Stolper Family TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**THB Iron Rose, LLCBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**The 2008 Miranda Bailey Irrevocable TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**The 2008 Ryan Tanner Bailey Irrevocable TrustBy: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**The Michael Stolper Living Trust #2By: 
/s/ Blake Rice
Name: Blake RiceTitle: Authorized Signatory
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**HOLDER:**AEP Investments, Inc.By: 
/s/ Stephen T. Haynes
Name: Stephen T. HaynesTitle: Vice President
 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**Schedule A**

**Sponsor Equityholders**

FirstMarkHorizon Sponsor LLC 

Jason Robins 

Luis Ubinas 

Allison Goldberg 

Frederick Ball****

 
[Signature Page toAmended and Restated Registration Rights Agreement] 

**Schedule B**

**Starry Equityholders**

1992 LarsenGrandchildren’s Trust 

Addition Ventures Partners, LLC 

AEP Investments, Inc. 

Aneesh Chopra 

ArrowMark Equity Opportunity Fund 

ArrowMark FundamentalOpportunity Fund, L.P. 

Booth & Co FBO Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund 

Booth & Co fbo Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund 

Booth & Co fbo Fidelity Securities Fund: Fidelity OTC Portfolio 

Booth & Co., LLC fbo Variable Insurance Products Fund III: Growth Opportunities Portfolio 

CF Ascent, LLC 

Chandler Reedy 

Charles F. Urschel 1970 Trust FBO Wendy U. Larsen 

Corkins FamilyFoundation 

Decibel Holdings, LLC 

Evan Feinberg 

FirstMark Capital III, LP, for itself and as nominee for FirstMark Capital III Entrepreneurs Fund, LP 

FirstMark Capital OF I LP 

FirstMark Capital of II, L.P. 

FirstMark Capital of III, L.P. 

FirstMark Capital S1, L.P. 

FLAPPER CO fbo FIAM Target Date Blue Chip Growth Commingled Fund 

Fred H. Bartlit Jr. 

HLVP III, LP 

Intrepid Production Company 

Iron Horse Investments, LLC 

James Chiddix 

Joseph G. Houston 

JS Capital LLC 

Julius Genachowski 

Kathleen Kay Corkins 2013 Revocable Trust 

Kathleen Kay Corkins2014 Irrevocable Trust 

Kicking Horse Investment Holdings L.P. 

Larsen Family, LP 

Levance LLC 

LFX Capital LLC 

Lookfar Investments, LLC 

Mag & Co fbo Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund 

Mag & Co fbo Fidelity Blue Chip Growth Commingled Pool 

Mag & Co fbo Fidelity Growth Company Commingled Pool 

Mag & Co fbo Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund 

Mag & Co fbo Fidelity OTC Commingled Pool 

Mag & Co FBO Fidelity Securities Fund: Fidelity Blue Chip Growth Fund 

Meridian Growth Fund 

Meridian Small Cap Growth Fund 

Michael E. Herman Revocable Trust 

OldSlip Inv Holdings, LLC 

 
[Signature Page toAmended and Restated Registration Rights Agreement] 

Powhatan & Co, LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund 

Powhatan & Co., LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund 

QSI, Inc. 

Quantum Strategic Partners Ltd. 

SMR Starry LLC 

Stolper Family Trust 

THB Iron Rose, LLC 

The 2008 Miranda Bailey Irrevocable Trust

The 2008 Ryan Tanner Bailey Irrevocable Trust 

The GaryLauder Revocable Trust 

The Michael Stolper Living Trust #2 

THISBE & Co: FBO Fidelity Blue Chip Growth Institutional Trust 

Tiger Global Private Investment Partners IX, LP 

USANi, LLC 

WARMWIND + CO fbo Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund 

WAVECHART + CO fbo Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund 

 
[Signature Page toAmended and Restated Registration Rights Agreement]