**
**Exhibit 4.3**

[Form of Warrant Certificate] 

[FACE] 

Number ___ 

**Warrants**

**THIS WARRANTSHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO**

**THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR**

**IN THE WARRANT AGREEMENT DESCRIBED BELOW**

**STARRY GROUP HOLDINGS, INC.**

*Incorporated Under the Laws of the State of Delaware*

CUSIP 85572U 110 

**WarrantCertificate**

This warrant certificate (this “***Warrant Certificate***”) certifies that                , or registered assigns, is the registered holder of                 warrant(s) evidenced hereby (the “***Warrants***,” and each, a “***Warrant***”) to purchase shares of Class A common stock, $0.0001 par value per share (“***Common Stock***”), of StarryGroup Holdings, Inc., a Delaware corporation (the “***Company***”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement (as defined below), to receive from the Company that number offully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “***Exercise Price***”) as determined pursuant to the Warrant Agreement, payable in lawfulmoney of the United States of America (or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agentreferred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 

Each whole Warrant is initially exercisable for 1.2415 fully paid and non-assessable shares of Common Stock.Fractional shares of Common Stock shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, rounddown to the nearest whole number of shares of Common Stock to be issued to the warrantholder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth inthe Warrant Agreement. 

The initial Exercise Price is equal to $11.50 per 1.2415 shares. The Exercise Price is subject to adjustment upon the occurrenceof certain events as set forth in the Warrant Agreement. 

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised onlyduring the Exercise Period and, to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. 

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for allpurposes have the same effect as though fully set forth at this place. 

This Warrant Certificate shall not be valid unless countersigned by the WarrantAgent, as such term is used in the Warrant Agreement. 

This Warrant Certificate shall be governed by and construed in accordance with the internal laws ofthe State of New York, without regard to conflicts of laws principles thereof. 

[*Signature Pages Follow*] 
**

STARRY GROUP HOLDINGS, INC.By: 
 
 Name: Title:CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant AgentBy: 
 
 Name: Title:

[Form of Warrant Certificate] 

[Reverse] 

The Warrants evidenced by thisWarrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a warrant agreement, dated as of October 5, 2020, as duly executedand delivered by FirstMark Horizon Acquisition Corp. (“***SPAC***”) to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “***Warrant Agent***”), as amended by theWarrant Assignment, Assumption and Amendment Agreement, dated as of March 28, 2022, by and among SPAC, the Warrant Agent and the Company (as amended, the “***Warrant Agreement***”), which Warrant Agreement is herebyincorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties, and immunities thereunder of the Warrant Agent, the Company, and the holders (thewords “***holders***” or “***holder***” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written requestto the Company. 

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced bythis Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the WarrantAgreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrantsexercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her, or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. 

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless, at the time of exercise, (i) aregistration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashlessexercise” as provided for in the Warrant Agreement. 

The Warrant Agreement provides that, upon the occurrence of certain events, the number of sharesof Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share ofCommon Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant. 

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legalrepresentative or attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or WarrantCertificates of like tenor evidencing in the aggregate a like number of Warrants. 

Upon due presentation for registration of transfer of this WarrantCertificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding anynotation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by anynotice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company. 

Election to Purchase 

(To Be Executed Upon Exercise of Warrant) 

Theundersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to _________ shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of the Company in the amount of$_________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of _________, whose address is _________, and that such shares of Common Stock be delivered to_________ whose address is _________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of suchshares of Common Stock be registered in the name of _________, whose address is _________, and that such Warrant Certificate be delivered to _________, whose address is _________. 

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof electsto exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, asapplicable. 

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless basis” pursuant to subsection3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. 

In the event that the Warrant is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of sharesof Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. 

In the event thatthe Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section ofthe Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through thecashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise),the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of _________, whose address is _________, and that such Warrant Certificate be delivered to_________, whose address is _________. 

[*Signature Page Follows*] 

Date:                 , 20__

 

 
(Signature)
 

 

 
(Address)
 
(Tax Identification Number)
Signature Guaranteed: 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNIONS WITHMEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). 

 
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