Exhibit 10.5


 


FoRM OF COMPANY
HOLDERS SUPPORT AGREEMENT


 


This Company Holders Support
Agreement (this “Agreement”), dated as of October 6,
2021, is entered into by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Holdings,
Inc., a Delaware corporation (“Pubco”), Starry, Inc., a Delaware corporation (the “Company”), and
certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”,
and SPAC, Pubco, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, SPAC, Sirius
Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“Merger Sub”), Pubco and the
Company, have entered into an Agreement and Plan of Merger (as amended, supplemented, restated or otherwise modified from time to time,
the “Transaction Agreement”; capitalized terms used but not otherwise defined in this Agreement shall have the meanings
ascribed to them in the Transaction Agreement), pursuant to which (and subject to the terms and conditions set forth therein), (i) SPAC
will merge with and into Pubco, with Pubco being the surviving entity (the “SPAC Merger”) and (ii) following the consummation
of the SPAC Merger, Merger Sub will merge with and into the Company, with the Company being the surviving entity and a wholly-owned subsidiary
of Pubco (the “Acquisition Merger” and together with the SPAC Merger, the “Mergers”);


 


WHEREAS, contemporaneously
with the execution and delivery of the Transaction Agreement, in connection with the transactions contemplated by the Transaction Agreement
to occur at or immediately prior to the SPAC Merger Closing or the Acquisition Merger Closing, including the Mergers and the Company Series
Z Investment (as defined below) (collectively, the “Transactions”), the Company and each of the parties subscribing
for shares of Company Series Z Preferred Stock thereunder (the “Company Series Z Subscribers”) shall enter into certain
subscription agreements, providing for the Company Series Z Subscribers to purchase such shares of Company Series Z Preferred Stock on
the Acquisition Merger Closing Date and prior to the Acquisition Merger Effective Time (the “Company Series Z Investment”);


 


WHEREAS, as of the
date hereof, each Stockholder is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the
Exchange Act) of the number of shares of Company Stock set forth opposite such Stockholder’s name on Schedule 1 attached
hereto (such shares, together with (1) any shares of Company Stock (or any securities convertible into or exercisable or exchangeable
for Company Stock) of which such Stockholder has record or beneficial ownership as of the date hereof and that are not reflected on Schedule
1, (2) any additional shares of Company Stock (or any securities convertible into or exercisable or exchangeable for Company Stock)
of which such Stockholder acquires record or beneficial ownership after the date hereof, including by Transfer (as defined below), purchase,
as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon
exercise or conversion of any securities, and (3) any additional shares of Company Stock with respect to which such Stockholder has the
right to vote through a proxy or otherwise, such Stockholder’s “Covered Shares”);


 




     


     


    

 


WHEREAS, upon the consummation
of the Mergers, each of the following agreements will terminate: (i) that certain Fifth Amended and Restated Investors’ Rights Agreement,
dated as of March 30, 2021, by and among the Company and the Investors (as defined therein); (ii) that certain Fifth Amended and Restated
Voting Agreement, dated as of March 30, 2021, by and among the Company and the Stockholders (as defined therein) (the “Voting
Agreement”); and (iii) that certain Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of March
30, 2021, by and among the Company, the Investors (as defined therein) and the Common Stockholders (as defined therein) (such agreements
described in clauses (i)-(iii), collectively, the “Investment Agreements”); and


 


WHEREAS, in connection
with the Transaction Agreement and the transactions contemplated therein, the Parties desire to agree to certain matters as set forth
herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SPAC,
Pubco, the Company and each Stockholder hereby agree as follows:


 


1. Agreement
to Vote. Prior to the Termination Date (as defined below), each Stockholder, solely in his, her or its capacity as a stockholder or
proxy holder of the Company, irrevocably and unconditionally agrees to, and to cause any other holder of record of any of such Stockholder’s
Covered Shares to, validly execute and deliver to the Company in respect of all of the Stockholder’s Covered Shares entitled to
vote or consent on matters put to a vote or consent, as applicable, of the Company’s stockholders (such Covered Shares, each Stockholder’s
“Voting Covered Shares”), as soon as reasonably practicable after (but not before) the Registration Statement is declared
effective under the Securities Act, and in any event within five (5) Business Days thereafter, the written consent in the form attached
hereto as Exhibit A in respect of all of the Stockholder’s Voting Covered Shares approving the Transaction Agreement, the
Preferred Stock Conversion, the Company Series Z Investment, and the other Transactions. In addition, prior to the Termination Date, each
Stockholder, in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that,
at any other meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting,
however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the
Company, such Stockholder shall, and shall cause each other holder of record of any of such Stockholder’s Voting Covered Shares
to:


 


(a) when
such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Voting Covered Shares to be counted as present
thereat for the purpose of establishing a quorum;


 


(b) vote
(or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such
consent to be granted with respect to), all of such Stockholder’s Voting Covered Shares owned as of the record date for such meeting
(or the date that any written consent is executed by such Stockholder) in favor of the Preferred Stock Conversion, the Company Series
Z Investment, and the other Transactions and the adoption of the Transaction Agreement and any other matters necessary or reasonably requested
by the Company or SPAC for consummation of the Transactions;


 




    2


     


    

 


(c) in
any other circumstances upon which a consent or other approval is required under the Company Organizational Documents or the Investment
Agreements or otherwise sought with respect to the Transaction Agreement or the Transactions, vote, consent or approve (or cause to be
voted, consented or approved) all of such Stockholder’s Voting Covered Shares in favor thereof; and


 


(d) vote
(or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such
consent to be granted with respect to), all of such Stockholder’s Voting Covered Shares against (i) any Acquisition Proposal or
any proposal relating to an Acquisition Proposal (in each case, other than the Transactions); (ii) any merger agreement or business combination
agreement or merger, consolidation, combination, sale of substantially all assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by the Company (in each case, other than the Transaction Agreement and the Mergers); and (iii) any proposal, action
or agreement that would or would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement,
the Transaction Agreement or the Mergers, (B) result in a breach in any respect of any covenant, representation, warranty or any other
obligation or agreement of any party under the Transaction Agreement or (C) result in any of the conditions set forth in Article IX of
the Transaction Agreement not being fulfilled.


 


2. No
Inconsistent Agreements. Each Stockholder hereby covenants and agrees that such Stockholder shall not (i) enter into any voting agreement,
voting trust or other agreement with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s
obligations pursuant to this Agreement, (ii) grant a proxy, power of attorney or similar right with respect to any of such Stockholder’s
Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, or (iii) enter into any other
agreement or undertaking that is otherwise inconsistent with, or would reasonably be expected to interfere with, or would reasonably be
expected to prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 


3. Termination;
Non-Survival of Representations and Warranties.


 


(a) This Agreement shall
terminate upon the earlier to occur of (i) the Acquisition Effective Time, (ii) the termination of the Transaction Agreement in
accordance with its terms in circumstances where the Closing does not occur  or (iii) the election of the Stockholder in
its sole discretion to terminate this Agreement solely as to such Stockholder following any material modification or amendment to,
or the waiver of any provision of, the Transaction Agreement, as in effect on the date hereof, that materially and adversely affects
the rights of the such Stockholder in a disproportionate manner than as compared to the other Stockholders holding the same class of
securities as the Stockholder or reduces in any material respect the amount or changes the form of consideration payable to such
Stockholder pursuant to the Transaction Agreement in a disproportionate manner as compared to the other Stockholders holding the
same class of securities as the Stockholder (in each case, without the such Stockholder’s prior written consent) and excluding
any issuance of equity securities by the Company (or securities convertible into or exercisable therefor)) (the earliest such date
under clause (i) - (iii) being referred to herein as the “Termination Date”), and upon such termination, this
Agreement shall forthwith become void and have no further force or effect, without any liability on the part of any Party; provided,
that (A) no such termination shall relieve any Party of any liability for its pre-termination fraud or Willful Breach of this
Agreement, (B) this Section 3(a), Section 5(e), Section 5(f), Section 5(i), Section 7, and Sections
9 through 22 shall survive any such termination and (C) Section 5(c) shall survive any such termination under
clause (i) above until the expiration of the Lock-Up Period (as defined in the Pubco Bylaws).


 


(b) None
of the representations or warranties contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall
survive the Closing.


 




    3


     


    

 


4. Representations
and Warranties of the Stockholders. In compliance with the terms of Section 3.3 of the Voting Agreement, the representations and warranties
in this Section 4 are provided voluntarily by each Stockholder. Each Stockholder hereby represents and warrants (severally and
not jointly and as to itself only) to the SPAC, Pubco and the Company as follows:


 


(a) Such
Stockholder is the sole record owner and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good,
valid and marketable title to, or has a valid proxy to vote, such Stockholder’s Covered Shares, free and clear of any Liens (other
than as created by this Agreement or the Company Organizational Documents (including, for the purposes hereof, any agreements between
or among stockholders of the Company)). As of the date hereof, other than the Covered Shares set forth opposite such Stockholder’s
name on Schedule 1, such Stockholder does not own beneficially or of record any shares of Company Stock (or any securities convertible
into shares of Company Stock) or any interest therein.


 


(b) Such
Stockholder, in each case except as provided in this Agreement or, before giving effect to Section 5(k), the Investment Agreements
or the Company Organizational Documents, (i) has full voting power, full power of disposition and full power to issue instructions with
respect to the matters set forth herein, whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered
Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement
or voting trust in effect with respect to any of such Stockholder’s Covered Shares, that is inconsistent with such Stockholder’s
obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s
Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is
not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise
inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and
has no knowledge and is not aware of any such agreement or undertaking.


 


(c) Such
Stockholder affirms that (i) if the Stockholder is a natural person, he or she has all the requisite power and authority and has taken
all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the
transactions contemplated hereby, and (ii) if the Stockholder is not a natural person, it (A) is a legal entity duly organized, validly
existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (B)
has all requisite corporate or other power and authority to, and has taken all corporate or other action necessary in order to, execute,
deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by such Stockholder and, subject to the due execution and delivery of this Agreement by each of the Company,
Pubco and SPAC, constitutes a legally valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance
with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights
and general principles of equity affecting the availability of specific performance and other equitable remedies).


 




    4


     


    

 


(d) Other
than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices,
reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained
by such Stockholder from, or to be given by such Stockholder to, or to be made by such Stockholder with, any Governmental Authority in
connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated
hereby or the Transactions.


 


(e) The
execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated
hereby and the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents
of such Stockholder (if such Stockholder is not a natural person) or the rights of such Stockholder’s spouse or domestic partner
(if such Stockholder is a natural person and has a spouse or domestic partner, as applicable), (ii) with or without notice, lapse of time
or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation,
modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Stockholder
pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions
contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which such Stockholder
is subject, (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Stockholder or (iv)
any violation of applicable Law, except, in the case of clauses (ii), (iii) or (iv) directly above, for any such breach, violation, termination,
default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially
delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby
or the Transactions.


 


(f) As
of the date of this Agreement, there is no Action pending against such Stockholder or, to the knowledge of such Stockholder, threatened
against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or
the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of his,
her or its obligations under this Agreement.


 


(g) Such
Stockholder is a sophisticated investor and has adequate information concerning the business and financial condition of SPAC, Pubco and
the Company to make an informed decision regarding this Agreement and the Transactions and has independently and based on such information
as the Stockholder has deemed appropriate made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges
that SPAC, Pubco, Merger Sub and the Company have not made and do not make any representation or warranty, whether express or implied,
of any kind or character. Such Stockholder acknowledges that the agreements contained herein are irrevocable.


 


(h) Such
Stockholder understands and acknowledges that SPAC, Pubco, and Merger Sub are entering into the Transaction Agreement in reliance upon
such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements
of such Stockholder contained herein.


 




    5


     


    

 


(i) No
investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or
other similar fee or commission for which SPAC, Pubco or the Company is or could be liable in connection with the Transaction Agreement
or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by or
on behalf of such Stockholder in his, her or its capacity as a stockholder.


 


5. Certain
Covenants of the Stockholders. In compliance with the terms of Section 3.3 of the Voting Agreement, the Stockholders are not required
to agree to any restrictive covenant in connection with the Transactions and any agreement of a Stockholder to any restrictive covenant
is provided voluntarily by such Stockholder.


 


(a) No
Solicitation. During the Interim Period, each Stockholder agrees not to, directly or indirectly, take any action, or authorize or
knowingly permit any of its Affiliates or its or their respective representatives to take any action on its behalf, that would be a breach
of Section 6.08 (Non-Solicitation by Company; Company Acquisition Proposals) of the Transaction Agreement if taken by the Company.


 


(b) No
Transfers Prior to Termination Date. Each Stockholder shall not, prior to the Termination Date (except, in each case, pursuant to
the Transaction Agreement), (i) directly or indirectly sell, transfer, hypothecate, pledge, encumber, assign or otherwise dispose of (including
by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary
disposition, by operation of Law or otherwise), either voluntarily or involuntarily, any of his, her or its Covered Shares (collectively,
a “Transfer”), (ii) enter into any Contract or option with respect to any transaction specified in clause (i) or any
hedging or swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
any of his, her or its Covered Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii); provided, however,
that the foregoing shall not prohibit a Transfer (A) to any Immediate Family Member (as defined below) or to a trust for the benefit of
such Stockholder or any Immediate Family Members of such Stockholder, (B) by will, other testamentary document or under the laws of intestacy
upon the death of such Stockholder or (C) to an Affiliate of the Stockholder or to another Stockholder of the Company that is a party
to this Agreement and bound by the terms and obligations hereof (a “Permitted Transfer”); provided, further,
that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably
satisfactory in form and substance to SPAC, to assume all of the obligations of the transferring Stockholder under, and be bound by all
of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 5(b) shall not
relieve the transferring Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 5(b) shall
be null and void. As used in this Agreement, “Immediate Family Member” means, with respect to a natural person, his or her
spouse or domestic partner, any parent of such person or of his or her spouse or domestic partner, or any lineal descendant of any of
the foregoing.


 


(c) Post-Closing
Lock-Up. Each Stockholder hereby acknowledges that it has read the Pubco Bylaws, including Section 7.12 thereof, and understands that
such section provides that certain of such Stockholder’s Covered Shares will be subject to Transfer restrictions (i.e., a
“lock-up”) following the Closing, as and to the extent set forth therein. Accordingly, each Stockholder hereby agrees to be
bound by and comply with Section 7.12 of the Pubco Bylaws as if such section was set forth herein and made a part hereof. Notwithstanding
anything to the contrary herein, to the extent the Board of Directors of the Pubco waives or repeals, or otherwise relaxes, any of the
lock-up restrictions set forth in Section 7.12 of the Pubco Bylaws (whether acting pursuant to Section 7.12 of the Pubco Bylaws or otherwise),
such lock-up restrictions shall be identically waived, repealed or relaxed, as applicable, with respect to all Stockholders.


 




    6


     


    

 


(d) No
Actions to Breach Agreement. Each Stockholder shall not take any action that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under
this Agreement.


 


(e) Maintenance
of Records. Each Stockholder hereby authorizes SPAC, Pubco and the Company to maintain a copy of this Agreement at either its executive
office or registered office.


 


(f) Binding
Effect of Transaction Agreement. Each Stockholder hereby acknowledges that it has read the Transaction Agreement and this Agreement
and has had the opportunity to consult with its tax, legal and other advisors with respect thereto and hereto. Each Stockholder shall
be bound by and comply with Section 8.05 (Confidentiality; Publicity) of the Transaction Agreement (and any relevant definitions
contained in any such sections) as if such Stockholder was an original signatory to the Transaction Agreement with respect to such provisions.


 


(g) Closing Date Deliverables.
On the Closing Date, each Stockholder shall deliver to SPAC, Pubco and the Company, and SPAC and Pubco shall each deliver to each Stockholder,
a duly executed counterpart to the Registration Rights Agreement, in substantially the form attached as Exhibit D to the Transaction
Agreement.


 


(h) Voting
Agreement Amendment. The Company and each Stockholder that is a party to the Voting Agreement agrees that the Voting Agreement (including
Section 3.3(g) thereof) is hereby amended and waived in all respects to the extent necessary to permit Section 3 of the Voting Agreement
(the “Drag-Along”) to apply to, and to permit the Drag-Along to be in effect with respect to, the Transactions, including
the Mergers, notwithstanding that Chaitanya Kanojia will receive Pubco Class X Common Stock (each share of which is entitled to twenty
votes), while other holders of Company Common Stock will receive Pubco Class A Common Stock (each share of which is entitled to one vote).
For the avoidance of doubt, the foregoing shall not constitute or be deemed to be an approval of the Mergers in writing as a “Sale
of the Company” under the Voting Agreement, but solely an amendment and/or waiver of the Voting Agreement.


 


(i) Drag-Along
Rights. As soon as reasonably practicable after (but not before) the Registration Statement is declared effective under the Securities
Act, and in any event within five (5) Business Days thereafter, each Stockholder shall take, or cause to be taken, all actions, and cooperate
with other parties, to (i) approve the Mergers in writing as a “Sale of the Company” under Section 3 of the Voting Agreement,
with such writing specifying that Section 3 of the Voting Agreement shall apply to the Mergers, and (ii) thereafter comply with all aspects
of Section 3 of the Voting Agreement (as amended and/or waived pursuant to the foregoing clause (h)) with respect to the Mergers and the
Transactions.


 




    7


     


    

 


(j) No
Challenges; Waiver of Appraisal Rights. Each Stockholder shall not commence, join in, facilitate, assist or encourage, and shall take
all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of
the SPAC Parties, Pubco, the Company, the Sponsor, any of their respective Affiliates or any of the respective Representatives (including
directors, officers and employees) of the foregoing Persons, or any of the respective successors or assigns of any of the foregoing Persons,
challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, the Transaction Agreement or any
other Ancillary Agreement or alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry
into the Transaction Agreement or any Ancillary Agreement or the consummation of the Transactions. Each stockholder hereby irrevocably
and unconditionally waives, and agrees not to assert, exercise or perfect (or attempt to exercise, assert or perfect), any rights of appraisal
or rights to dissent from the Mergers or appraisal or dissenters’ rights that he, she or it may at any time have under applicable
Laws, including Section 262 of the DGCL.


 


(k) Termination
of Affiliate Agreements and Certain Other Agreements. Each Stockholder, by this Agreement with respect to his, her or its Covered
Shares, severally and not jointly, hereby agrees to take all action necessary to terminate, subject to and effective immediately prior
to the Closing, (i) all Affiliate Agreements to which such Stockholder is party (including the Investment Agreements) other than those
that are set forth on Section 4.24 of the Schedules (a redacted version of which, showing only the surviving Affiliate Agreements applicable
to such Stockholder, has previously been reviewed by such Stockholder); and (ii) any rights under any letter or agreement providing for
redemption rights, put rights, purchase rights or other similar rights not generally available to stockholders of the Company.


 


(l) Update
of Schedule 1. If any Stockholder acquires record or beneficial ownership of any Covered Shares following the date hereof (or becomes
aware, following the date hereof, of its record or beneficial ownership of any Covered Shares as of the date hereof, which shares are
not already set forth on Schedule 1), such Stockholder shall promptly notify the Company and SPAC in writing (email being sufficient),
and Schedule 1 shall be updated to reflect such Stockholder’s ownership of such additional Covered Shares.


 


6. Further
Assurances. From time to time, at SPAC’s request and without further consideration, each Stockholder shall execute and deliver
such additional documents and take all such further action as may be necessary or reasonably requested to effect the actions and consummate
the Transactions and the transactions contemplated hereby; provided, however that nothing herein shall require such Stockholder
to make, seek or receive any filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like,
or provide any documentation or information to any regulatory or self-regulatory body having jurisdiction over the Company, Pubco, SPAC
or such Stockholder other than information that is already included in this Agreement or is otherwise in the public domain.


 


7. Disclosure.
Such Stockholder hereby authorizes the Company, Pubco and SPAC to publish and disclose in any announcement or disclosure relating to the
Transactions required or requested by the SEC (or as otherwise required or requested pursuant to any applicable Laws or any other Governmental
Authorities), such Stockholder’s identity and ownership of the Covered Shares and the nature of such Stockholder’s obligations
under this Agreement and, if deemed appropriate by SPAC, Pubco or the Company, a copy of this Agreement. Subject to Section 6 of this
Agreement, each Stockholder will promptly provide any information reasonably requested in writing by SPAC, Pubco or the Company for any
regulatory application or filing made or approval sought in connection with the transactions contemplated by the Transaction Agreement
(including filings with the SEC).


 




    8


     


    

 


8. Changes
in Capital Stock. In the event (a) of a stock split, stock dividend or distribution, or any change in Company Stock by reason of any
split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, (b) the Stockholder purchases
or otherwise acquires beneficial ownership of any Company Stock or (c) the Stockholder acquires the right to vote or share in the voting
of any Company Stock, the term “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock
dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which
are received in such transaction. To the extent that any provision hereof expressly applies after the Effective Time, any reference to
“Covered Shares” in respect of such provision shall also include the Pubco Common Stock such Covered Shares converted into
the right to receive pursuant to the Acquisition Merger.


 


9. Amendment
and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise,
except by an instrument in writing signed by SPAC, Pubco, the Company and each Stockholder charged with such amendment, modification or
supplement.


 


10. Waiver.
No failure or delay by any Party exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise
have hereunder. Any agreement on the part of a Party to any such waiver shall be valid only if set forth in a written instrument executed
and delivered by such Party.


 


11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given (a) if delivered personally, when so delivered,
(b) if delivered by email, when delivered if during normal business hours of the following Business Day if after normal business hours
and, in either case, with confirmation of receipt or (c) if sent by a nationally recognized overnight courier service, such as Federal
Express, or posted by registered or certified U.S. mail, return receipt requested and postage prepaid, when so delivered, and in any such
case to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice made pursuant
to this Section 11):


 


if to the Stockholder, to the address
or email address set forth opposite such Stockholder’s name on Schedule 1, or in the absence of such address or email address
being set forth on Schedule 1, the address (including email) set forth in the Company’s books and records,


 




    9


     


    

 


with a copy (which shall not constitute
notice) to:


 


Latham & Watkins LLP


1271 Avenue of the Americas


New York, New York 10020


Attn: Justin Hamill; Chad
Rolston


Email: Justin.Hamill@lw.com;
Chad.Rolston@lw.com


 


if to Pubco prior to the Closing,
and to the Company or to Pubco after the Closing, to it at:


 


Starry, Inc.


38 Chauncey Street, 2nd
Floor


Boston, MA 02111


Attn: Bill Lundregan, Chief
Legal Officer


Email:
wlundregan@starry.com


 


with a copy (which shall not
constitute notice) to:


 


Latham & Watkins LLP


1271 Avenue of the Americas


New York, New York 10020


Attn: Justin Hamill; Chad
Rolston


Email: Justin.Hamill@lw.com;
Chad.Rolston@lw.com


 


if to SPAC prior to the Closing,
to it at:


  


FirstMark Horizon Acquisition Corp.


100 Fifth Ave., 3rd Floor


New York, NY 10011


Attn: Eric Cheung


Email: eric@firstmarkcap.com


 


with a copy (which shall not constitute
notice) to:


 


Skadden, Arps, Slate,
Meagher & Flom LLP


525 University Avenue,
Suite 1400


Palo Alto, CA 94301


Attn: Michael
Mies


Email:
michael.mies@skadden.com


 


12. No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in SPAC any direct or indirect ownership or incidence
of ownership of or with respect to the Covered Shares of any Stockholder. All rights, ownership and economic benefits of and relating
to the Covered Shares of each Stockholder shall remain vested in and belong to such Stockholder, and SPAC shall have no authority to manage,
direct, restrict, regulate, govern or administer any of the policies of the Company or exercise any power or authority to direct any Stockholder
in the voting or disposition of any of such Stockholder’s Covered Shares, except as otherwise provided herein.


 




    10


     


    

 


13. Entire
Agreement; Time of Effectiveness. This Agreement and the Transaction Agreement constitute the entire agreement and understanding,
and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof
and thereof.


 


14. No
Third-Party Beneficiaries. The Stockholder hereby agrees that its representations, warranties and covenants set forth herein are solely
for the benefit of SPAC, Pubco and the Company in accordance with and subject to the terms of this Agreement, and this Agreement is not
intended to, and does not, confer upon any Person other than the Parties, any rights or remedies hereunder, including the right to rely
upon the representations, warranties and covenants set forth herein, and the Parties hereby further agree that this Agreement may only
be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or
performance of this Agreement, may only be made against, the Persons expressly named as parties to this Agreement.


 


15. Governing
Law and Venue; Service of Process; Waiver of Jury Trial.


 


(a) This
Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated
hereby, shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, including its statute of limitations,
without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application
of the Laws or statute of limitations of another jurisdiction.


 


(b) Any
Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may only be brought in the Court
of Chancery of the State of Delaware or, if such court lacks jurisdiction, the state and federal courts in the State of Delaware, and
each of the Parties irrevocably submits to the exclusive jurisdiction 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 in any 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. Each Party consents to the service of process in any such Action in the same manner
as for giving notices under Section 11 or any other manner permitted by Law. Nothing herein contained shall be deemed to affect
the right of any Party to serve process in any 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 15(b).


 


(c) EACH
OF THE PARTIES HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED
UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 




    11


     


    

 


16. Assignment;
Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall (a) be assigned by any of the Stockholders,
in whole or in part (whether by operation of Law or otherwise), without the prior written consent of SPAC, Pubco and the Company or (b)
be assigned by SPAC, Pubco or the Company, in whole or in part (whether by operation of law or otherwise), without the prior written consent
of the Company (in the case of an attempted assignment by SPAC) or SPAC (in the case of an attempted assignment by Pubco or the Company).
Any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors and permitted assigns.


 


17. Trust Account
Waiver. Notwithstanding anything to the contrary set forth herein, each Stockholder acknowledges that it has read the Trust
Agreement, and understands that the Trust Account was established for the benefit of SPAC’s public stockholders and that
disbursements from the Trust Account are available only in the limited circumstances set forth therein. Each Stockholder further
acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of the SPAC’s initial public offering and
private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the
benefit of its public stockholders. Accordingly, each Stockholder (on behalf of itself and its Affiliates) hereby waives any past,
present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC
to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever,
and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any
Willful Breach of this Agreement. This Section 17 shall survive the termination of this Agreement for any reason.


 


18. Enforcement. The
Parties agree that irreparable damage (for which monetary damages, even if available, would not be an adequate remedy) would occur, and
that the Parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to specific
performance, an injunction or injunctions, or other equitable relief to prevent breaches or threatened breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement, including each Stockholder’s obligations under Section 1,
without proof of actual damages or otherwise (and each Party hereby waives any requirement for the securing or posting of any bond in
connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. Each Party acknowledges
and agrees that the right of specific enforcement is an integral part of the transactions contemplated hereby and that, without such
right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific
performance and other equitable relief on the basis that the other Parties have an adequate remedy at Law.


 


19. Severability.
If any provision (or part thereof) of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of the provisions (or parts thereof) of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated thereby.


 




    12


     


    

 


20. Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, it being understood
that each Party need not sign the same counterpart. Signatures delivered electronically or by facsimile shall be deemed to be original
signatures.


 


21. Interpretation
and Construction. The words “hereof,” “herein” and “hereunder” and words of like import used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The descriptive headings
used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation
of this Agreement. References to Sections and Schedules are to Sections and Schedules of this Agreement, respectively, unless otherwise
specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions
contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words
“include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed
by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,”
“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media)
in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or
regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person. References from
or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. In
the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties,
and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions
of this Agreement. The term “or” is not exclusive.


 


22. Capacity as a Stockholder
or Proxy Holder. Notwithstanding anything herein to the contrary, each Stockholder is signing this Agreement solely in such Stockholder’s
capacity as a stockholder of the Company, and not in any other capacity, and this Agreement shall not limit, prevent or otherwise affect
the actions of such Stockholder or any Affiliate or Representative thereof, or any of their respective Affiliates, in his or her capacity,
if applicable, as an officer or director of the Company (or any Subsidiary of the Company) or any other Person, including in the exercise
of his or her fiduciary duties as a director or officer of the Company or any Subsidiary of the Company. No Stockholder shall be liable
or responsible for any breach, default, or violation of any representation, warranty, covenant or agreement hereunder by any other Stockholder
that is also a Party and each Stockholder shall solely be required to perform its obligations hereunder in its individual capacity.


 


[The remainder of this page is intentionally
left blank.]


 




    13


     


    

 


IN WITNESS WHEREOF, the Parties
have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized)
as of the date first written above.


 


	 	FIRSTMARK HORIZON ACQUISITION CORP.
	 	 
	 	By:	
	 	Name:  	Amish Jani
	 	Title:	President
	 	 
	 	STARRY HOLDINGS, INC.
	 	 
	 	By:	
	 	Name:	William J. Lundregan
	 	Title:	President
	 	 
	 	STARRY, INC.
	 	 
	 	By:	
	 	Name:	Chaitanya Kanojia
	 	Title:	Chief Executive Officer


 


[Signature Page to Company Holders Support Agreement]


 




     


     


    

 


[STOCKHOLDER]


 


		By:	
		Name:  	[●]
		Title:	[●]



 


[Signature Page to Company Holders Support Agreement]


 




     


     


    

 


Schedule 1


 


Covered Shares


 


	Stockholder Name	Number of Shares of 

Company Voting 

Common Stock	Number of Shares of 

Company Nonvoting 

Common Stock	Number, and Class 

and Series, of Shares 

of Company 

Preferred Stock
	Alex Moulle-Berteaux	7,700,000	0	0
	
    ArrowMark Equity Opportunity
    Fund

     
	0	0	
    Series D – 17,906

    Series E1 – 6,677

	
    ArrowMark Fundamental Opportunity
    Fund, L.P.

     
	0	0	
    Series C – 1,084,599

    Series D – 2,255,695

    Series E1 – 1,001,683

    Series E2 – 1,124,555

	FirstMark Capital III, LP, for itself and as nominee for FirstMark Capital III Entrepreneurs Fund, LP	0	0	
    Seed – 37,878,790

    Series A – 14,084,510

     

	FirstMark Capital OF I LP	0	0	
    Series B – 13,863,216

    Series C – 10,845,987

     

	FirstMark Capital of II, L.P.	300,000	0	
    Series C – 10,845,987

    Series D – 3,496,503

	FirstMark Capital of III, L.P.	0	0	
    Series D – 1,853,750

    Series E1 – 1,670,162

    Series E2 – 2,249,110

	FirstMark Capital S1, L.P.	0	0	Series D – 21,153,846
	Iron Horse Investments, LP	0	0	
    Series C – 1,518,438

    Series D – 2,040,050

    Series E1 – 577,637

    Series E2 – 462,941

	J. David Cann	3,000,000	0	0
	Joseph T. Lipowski	30,000,000	0	0
	Mag & Co fbo Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund	0	0	
    Series D – 1,493,700

    Series E1 – 4,395,224

	Mag & Co fbo Fidelity Blue Chip Growth Commingled Pool	0	0	
    Series C – 193,651

    Series D – 285,089

    Series E3 – 130,211




 






     


     


    

 


	Stockholder Name	Number of Shares of 

Company Voting 

Common Stock	Number of Shares of 

Company Nonvoting 

Common Stock	Number, and Class 

and Series, of Shares 

of Company 

Preferred Stock
	Mag & Co fbo Fidelity Growth Company Commingled Pool	0	0	
    Series B – 3,085,553

    Series C – 4,272,354

    Series D – 10,960,142

    Series E1 – 5,431,417

    Series E3 – 4,549,748

	Mag & Co fbo Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund	0	0	
    Series D – 1,344,355

    Series E3 – 975,268

	Mag & Co fbo Fidelity OTC Commingled Pool	0	0	
    Series B – 37,310

	Mag & Co FBO Fidelity Securities Fund: Fidelity Blue Chip Growth Fund	0	0	
    Series C – 5,833,836

    Series D – 6,810,656

    Series E3 – 3,377,325

	Meridian Growth Fund	0	0	
    Series C – 4,577,007

    Series D – 1,283,217

	Meridian Small Cap Growth Fund	0	0	
    Series C – 4,099,783

    Series D – 1,164,336

	Powhatan & Co, LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund	0	0	
    Series B – 9,869,159

    Series C – 5,234,614

    Series D – 10,743,446

    Series E1 – 1,350,488

    Series E3 – 4,422,051

	Powhatan & Co., LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund	0	0	
    Series D – 574,100

    Series E1 – 2,971,163

    Series E3 – 767,218

	QSI, Inc.	0	0	Series E3 – 53,571,428
	THB Iron Rose, LLC	0	0	
    Series C – 1,518,438

    Series D – 1,398,601

    Series E2 – 462,941

	Tiger Global Private Investment Partners IX, LP	0	0	
    Series A – 43,116,200

    Series B – 3,695,350

    Series C – 39,926,790

    Series D – 14,615,385

    Series E2 – 3,733,647




 




     


     


    

 


Exhibit A


 


FORM OF

WRITTEN CONSENT

IN LIEU OF A

MEETING OF STOCKHOLDERS

OF

STARRY, INC.


 


[Attached.]


 








     


     


    









 


Exhibit
A


 


WRITTEN
CONSENT


IN LIEU
OF A SPECIAL MEETING OF 


THE STOCKHOLDERS OF


STARRY, INC.


 


Pursuant to the authority of Section 228 of the
General Corporation Law of the State of Delaware (the “DGCL”) and the bylaws of Starry, Inc., a Delaware corporation
(the “Company”), the undersigned stockholders of the Company (the “Stockholders”) representing (i)
the Requisite Percentage (as defined in the Charter (as defined below)), (ii) a majority of the outstanding shares of the Company’s
Voting Common Stock, par value $0.001 per share (“Voting Common Stock”), and Preferred Stock (as defined in the Charter),
voting together as a single class on as converted-basis, (iii) the Key Holders (as defined in the Voting Agreement (as defined below)),
and (iv) a majority of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, hereby consent
to, authorize and adopt the following resolutions, with the same force and effect as if the undersigned were personally present at a special
meeting of the stockholders of the Company and had voted for the same:


 


		1.	Agreement and Plan of Merger



 


WHEREAS, the Board
has approved, and the Company has entered into, that certain Agreement and Plan of Merger, dated October 6, 2021, by and among the Company,
FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Sirius Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of SPAC (“Merger Sub”), and Starry Holdings, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company (“Pubco”) (attached hereto as Annex A (the “Merger Agreement”;
capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement);


 


WHEREAS, subject to
the terms and conditions of the Merger Agreement and in accordance with the DGCL, (i) on the SPAC Merger Closing Date, SPAC will merge
with and into Pubco (the “SPAC Merger”), with Pubco surviving (Pubco, in its capacity as the surviving corporation
of the SPAC Merger, is sometimes referred to herein as the “Surviving Corporation”) and becoming the sole owner of
Merger Sub, and (ii) on the Acquisition Merger Closing Date, Merger Sub will merge with and into the Company (the “Acquisition
Merger” and, collectively with the SPAC Merger, the “Mergers”), with the Company surviving as a wholly owned
subsidiary of the Surviving Corporation (the Company, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes
referred to herein as the “Surviving Subsidiary Corporation”);


 


WHEREAS, the Board
has determined that the Merger Agreement and the other agreements, documents, instruments and certificates contemplated by the Merger
Agreement or to be executed in connection with the consummation of the transactions contemplated by the Merger Agreement (collectively,
the “Transaction Documents” and such transactions, collectively, the “Transactions”), are advisable
and fair to, and in the best interests of, the Company and its stockholders;


 


WHEREAS, the Board
has recommended to the stockholders of the Company that they adopt and approve the Merger Agreement and the Transaction Documents and
approve the transactions contemplated thereby, including the Mergers; and


 




     


     


    

 


WHEREAS, the Stockholders
deem it to be advisable, and fair to and in the best interests of the Company and the Stockholders that the Company consummate the transactions
contemplated by the Merger Agreement and the Transaction Documents.


 


NOW, THEREFORE, BE IT RESOLVED,
that the Stockholders hereby declare the form, terms and provisions of the Merger Agreement, the Transaction Documents and the transactions
contemplated thereby to be advisable and fair to, and in the best interests of the Company and the Stockholders.


 


RESOLVED FURTHER, that
the Merger Agreement, be, and the same hereby is, in all respects adopted and approved by the Stockholders, and the Transaction Documents,
the Transactions, and all agreements, documents and instruments as may be necessary or advisable to consummate the Transactions, and all
other actions or matters necessary or advisable to give effect to the foregoing be, and the same hereby are, in all respects authorized,
adopted and approved by the Stockholders.


 


		2.	Pubco Charter and Pubco Bylaws



 


WHEREAS, in connection
with the Mergers, prior to the Effective Time, Pubco will, (a) adopt the certificate of incorporation (the “Pubco Charter”)
substantially in the form set forth on Annex B, which shall be the certificate of incorporation of Pubco upon the effectiveness
of the Domestication and until thereafter amended in accordance with its terms and the DGCL and (b) adopt the bylaws (the “Pubco
Bylaws”) substantially in the form set forth on Annex C, which shall be the bylaws of Pubco upon the effectiveness of
the Transactions and until thereafter amended in accordance with their terms, the Pubco Charter and the DGCL; and


 


WHEREAS, the Common
Stock to be issued to Stockholders by Pubco in connection with the Transactions shall be subject to the terms of the Pubco Charter and
the Pubco Bylaws.


 


NOW, THEREFORE, BE IT RESOLVED,
that the Stockholders hereby consent to the adoption of the Pubco Charter and the Pubco Bylaws by Pubco and that the Pubco Charter and
the Pubco Bylaws be, and hereby are, authorized, adopted and approved in all respects.


 


		3.	Election to Convert to Preferred Stock



 


WHEREAS, Article FOURTH,
Section (B)(5.1)(c) of the Charter provides that all outstanding shares of Preferred Stock shall automatically be converted into shares
of Voting Common Stock, at the then effective conversion rate, upon the occurrence of any event specified by the written consent of the
Requisite Percentage (the time of such event, the “Mandatory Conversion Time”);


 


WHEREAS, the effective
conversion rate for each share of Preferred Stock to Voting Common Stock is one-for-one as of the date hereof; and


 


WHEREAS, the Stockholders
desire to cause each share of Preferred Stock to be automatically converted into shares of Voting Common Stock at the applicable conversion
rate, conditioned upon the consummation of the Mergers, and effective as of immediately prior to the Effective Time.


 




    A-2


     


    

 


NOW, THEREFORE, BE IT RESOLVED,
that, contingent upon the consummation of the Mergers, effective as of immediately prior to the Effective Time, each share of Preferred
Stock shall automatically be converted into one share of Voting Common Stock.


 


		4.	Drag-Along Right



 


WHEREAS, pursuant to
Section 3 of that certain Fifth Amended and Restated Voting Agreement, dated as of March 30, 2021, by and among the Company, the Investors,
Key Holders and Other Holders (in each case, as defined therein) (the “Voting Agreement”), in the event that each of
(a) Key Holders holding a majority of the outstanding shares of Voting Common Stock held by all Key Holders, and (b) the Preferred Stock
Majority (as defined in the Voting Agreement), approve a “Sale of the Company” (as defined in the Voting Agreement) specifying
that Section 3 of the Voting Agreement applies to such transaction, then, each Company stockholder party to the Voting Agreement shall,
among other things, (1) vote, or cause to be voted, all shares of capital stock of the Company owned by such stockholder, or over which
such stockholder exercises voting power, among other things, in favor of, and to adopt, such Sale of the Company, and in opposition to
any and all other proposals that could delay or impair the ability of the Company to consummate such Sale of the Company, and (2) to refrain
from exercising any dissenters’ rights or rights of appraisal with respect to such Sale of the Company (the “Drag-Along”);


 


WHEREAS, in order for
the Drag-Along to apply, Section 3.3 of the Voting Agreement requires that, among other things, each holder of each class or series of
the Company’s capital stock receive the same form of consideration for their shares of such class or series as is received by other
holders in respect of their shares of such same class or series of stock; and


 


WHEREAS, in connection
with the Mergers, the Stockholders hereby acknowledge and agree that Chaitanya Kanojia will receive Pubco Class X Common Stock (“High-Vote
Common Stock”), while other holders of Company Common Stock will receive Pubco Class A Common Stock (“Low-Vote Common
Stock”).


 


NOW, THEREFORE, BE IT RESOLVED,
that the Stockholders hereby consent to the treatment of the Transactions, including the Mergers, as a Deemed Liquidation Event pursuant
to the terms of the Company Charter and determine that the Transactions, including the Mergers, constitute a Sale of the Company to which
Section 3 of the Voting Agreement will apply and affirm that the Drag-Along shall be in effect, notwithstanding that Chaitanya Kanojia
will receive High-Vote Common Stock while other holders of Company Common Stock will receive Low-Vote Common Stock in connection with
the Mergers.


 


RESOLVED FURTHER, that
the Voting Agreement is hereby deemed amended and/or waived in all respects to the extent necessary to permit Section 3 of the Voting
Agreement to apply to, and the Drag-Along to be in effect with respect to, the Transactions, including the Mergers, notwithstanding the
receipt of High-Vote Common Stock by Chaitanya Kanojia and Low-Vote Common Stock by other holders of Company Common Stock in connection
therewith.


 


RESOLVED FURTHER, that
to the extent any stockholder party to the Voting Agreement fails to take any action or refrains from taking any action required by the
terms of Drag-Along, the Company shall hold such stockholder to be in breach of its obligations and the officers of the Company shall
be authorized to take those actions they deem necessary or appropriate to enforce such stockholder’s compliance with the Drag-Along.


 




    A-3


     


    

 


		5.	Waiver Of Notice And Other Rights



 


NOW, THEREFORE, BE IT RESOLVED,
that the Stockholders hereby irrevocably and unconditionally waive, and cause to be waived, on behalf of themselves and each of the other
holders of capital stock of the Company, any and all rights to receive, and any and all obligations of the Company to send, notice (and
any related notice periods) with respect to the Mergers, the Merger Agreement and the Transactions, and any other notice which the Company’s
stockholders may be entitled to pursuant to the Company’s bylaws, any agreement among the Company and any or all of the stockholders
of the Company or otherwise.


 


RESOLVED FURTHER, that,
effective as of immediately prior to, and contingent upon, the Effective Time, the undersigned Stockholders hereby consent to the termination
or waiver of any rights of first refusal, redemption rights and similar rights with respect to the Transactions.


 


		6.	Waiver Of Appraisal Rights



 


WHEREAS, each of the
undersigned Stockholders acknowledges the availability of appraisal rights under Section 262 of the DGCL in connection with the Mergers.


 


NOW, THEREFORE, BE IT RESOLVED,
that each of the Stockholders, with respect only to himself, herself or itself, hereby irrevocably and unconditionally waives and agrees
not to exercise any rights of appraisal or rights to dissent from the Transactions that such Stockholder may have in connection with the
Mergers, including under Section 262 of the DGCL, and any waiting periods to which the undersigned otherwise would be entitled relating
to appraisal or dissenter rights.


 


		7.	Termination of Agreements



 


WHEREAS, in connection
with the Mergers, it is in the best interests of the Company and the Stockholders to, contingent upon the Closing and to be effective
no later than as of immediately prior to the Effective Time, terminate the agreements set forth on Schedule 6.04 to the Merger
Agreement and attached as Annex D hereto (collectively, the “Terminated Agreements”), in each case, without
any further liability or obligation to the Company or Pubco.


 


NOW, THEREFORE, BE IT RESOLVED,
that, if and to the extent any of the undersigned Stockholders is a party to any of the Terminated Agreements, such Stockholder hereby
agrees to the automatic termination of the Terminated Agreement(s) to which such Stockholder is party, without further action by any party
thereto, with such termination to be contingent upon the Closing and to be effective no later than immediately prior to the Effective
Time.


 


(Signature pages follow)


 




    A-4


     


    

 


In accordance with the Bylaws,
this Action by Written Consent may be executed in writing, or consented to by electronic transmission, in any number of counterparts,
each of which, when so executed, shall be deemed an original and all of which taken together shall constitute one and the same action.


 


	 	 
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 
	 	 	 
	 	Dated:	 


 


SIGNATURE
PAGE TO STARRY, INC.

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS


 




     


     


    

 


Annex A


 


Merger Agreement


 


(see attached)


 




     


     


    

 


Annex B


 


Pubco Charter


 


(see attached)


 




     


     


    

 


AMENDED
AND RESTATED


CERTIFICATE
OF INCORPORATION


OF


STARRY
HOLDINGS, INC.


 


Starry
Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY AS FOLLOWS:


 


		1.	The
                                            name of the Corporation is “Starry Holdings, Inc.”. The original certificate
                                            of incorporation of the Corporation was filed with the Secretary of State of the State of
                                            Delaware on October 6, 2021.



 


		2.	This
                                            Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate”)
                                            was duly adopted by the Board of Directors of the Corporation (the “Board”)
                                            and the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the
                                            General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).



 


		3.	The
                                            Amended and Restated Certificate of Incorporation of the Corporation is hereby restated and
                                            amended in its entirety to read as follows:



 


ARTICLE
I


 


The
name of the corporation is Starry Holdings, Inc. (the “Corporation”).


 


ARTICLE
II


 


The
address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle, State of Delaware, 19801, and the name of the Corporation’s registered agent at such address is The Corporation
Trust Company.


 


ARTICLE
III


 


The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.


 


ARTICLE
IV


 


The
total number of shares of capital stock that the Corporation shall have authority to issue is 860,000,000, consisting of: (i) 800,000,000
shares of Class A common stock, having a par value of $0.0001 per share (the “Class A Common Stock”); (ii) 50,000,000
shares of Class X common stock, having a par value of $0.0001 per share (the “Class X Common Stock” and together with
the Class A Common Stock, the “Common Stock”); and (iv) 10,000,000 shares of preferred stock, having a par value of
$0.0001 per share (the “Preferred Stock”).


 






     


     

    

 


ARTICLE
V


 


The
designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class
of capital stock of the Corporation are as follows:


 


		A.	COMMON
                                            STOCK



 


1.
 General. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights,
powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board
of Directors”) and outstanding from time to time.


 


2. Voting.
Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on
each matter submitted to a vote of stockholders generally and shall be entitled to one vote for each share of Class A Common Stock and,
until the Sunset Date, twenty votes for each share of Class X Common Stock, in each case, held of record by such holder as of the record
date for determining stockholders entitled to vote on such matter. From and after the Sunset Date, each share of Class X Common Stock
will entitle the record holder thereof to one vote on all matters on which stockholders generally are entitled to vote. Except as otherwise
required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation
(including any Certificate of Designation (as defined below)) (this “Certificate of Incorporation”) that relates solely
to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding
series of Preferred Stock or other class of Common Stock if the holders of such affected series of Preferred Stock or class of Common
Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series or class,
to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designation) or pursuant to the DGCL.


 


Except
as otherwise required pursuant to this Certificate of Incorporation and subject to the rights of any holders of any outstanding series
of Preferred Stock, the number of authorized shares of Class A Common Stock, Class X Common Stock or Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision
thereto).


 


Except
as otherwise required in this Certificate of Incorporation or by the DGCL, the holders of Common Stock will vote together as a single
class on all matters (or, if any holders of Preferred Stock are entitled to vote together with such holders of Common Stock, as a single
class with the holders of Preferred Stock).


 


3. Dividends.


 


(i) Subject
to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of Common Stock,
as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by the Board of Directors in accordance
with applicable law.


 






    2


     

    

 


(ii) Dividends
of cash or property may not be declared or paid on any class of Common Stock unless a dividend of the same amount per share and same
type of cash or property (or combination thereof) per share is concurrently declared or paid on the other classes of outstanding Common
Stock.


 


(iii) In
no event will any stock dividend, stock split, reverse stock split, combination of stock, subdivision, reclassification or recapitalization
be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless a corresponding Stock Adjustment
for all other classes of Common Stock at the time outstanding is made in the same proportion and the same manner (unless such requirement
is waived in advance by the written consent or affirmative vote of the holders of shares representing a majority of the voting power
of any such other class of Common Stock (voting separately as a single class), in which event, no such Stock Adjustment need be made
for such other class of Common Stock). Stock dividends with respect to each class of Common Stock may only be paid with shares of stock
of the same class of Common Stock.


 


4. Liquidation.
Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation
that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding
Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.


 


5. Merger,
Consolidation, Tender or Exchange Offer. Except as expressly provided in this Article V, all shares of Common Stock shall, as among
each other, have the same rights, preferences and privileges and rank equally, share ratably and be identical in all respects as to all
matters (unless holders of shares representing a majority of the voting power of any outstanding class of Common Stock (voting separately
as a single class) waive such requirement in advance and in writing as to different treatment of such class of Common Stock, in which
event different treatment may be permitted for such class of Common Stock). Without limiting the generality of the foregoing, unless
such requirement as to different treatment of such class of Common Stock is waived in advance by the affirmative vote or written consent
of holders of shares representing a majority of the voting power of any outstanding class of Common Stock (voting separately as a single
class), in which event, different treatment may be permitted for such class of Common Stock, (1) in the event of a merger, consolidation
or other business combination requiring the approval of the holders of the Corporation’s capital stock entitled to vote thereon
(whether or not the Corporation is the surviving entity), the holders of any class of Common Stock shall have the right to receive, or
the right to elect to receive, the same form of consideration, if any, as the holders of any other class of Common Stock, and the holders
of any class of Common Stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration,
if any, on a per share basis as the holders of any other class of Common Stock, and (2) in the event of (a) any tender or exchange offer
to acquire any shares of Common Stock by any third party pursuant to an agreement to which the Corporation is a party or (b) any tender
or exchange offer by the Corporation to acquire any shares of Common Stock, pursuant to the terms of the applicable tender or exchange
offer, the holders of any class of Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration,
if any, as the holders of any other class of Common Stock, and the holders of any class of Common Stock shall have the right to receive,
or the right to elect to receive, at least the same amount of consideration, if any, on a per share basis as the holders of any other
class of Common Stock; provided that, for the purposes of the foregoing clauses (1) and (2) and notwithstanding the first sentence of
this Article V, Section A.5, in the event any such consideration includes securities, the consideration payable to holders of Class X
Common Stock shall be deemed the same form of consideration and at least the same amount of consideration on a per share basis as the
holders of Class A Common Stock on a per share basis if the only difference in the per share distribution to the holders of Class X Common
Stock is that each share of the securities distributed to such holders has twenty times the voting power of each share of the securities
distributed to the holder of a share of Class A Common Stock.


 






    3


     

    

 


6. Transfer
Rights. Subject to applicable law and the transfer restrictions set forth in Article VIII of the Bylaws of the Corporation (as such
Bylaws may be amended from time to time, the “Bylaws”) and Article V, Section A.7 of this Certificate of Incorporation,
shares of Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee.


 


7. Conversion
of Class X Common Stock.


 


(i) Voluntary
Conversion. Each share of Class X Common Stock shall be convertible into one share of Class A Common Stock at the option of the holder
thereof at any time upon written notice to the transfer agent of the Corporation.


 


(ii) Automatic
Conversion. Each share of Class X Common Stock shall automatically, without any further action, convert into one share of Class A
Common Stock upon a Transfer, other than to a Qualified Stockholder, of such share.


 


(iii) Automatic
Conversion of All Outstanding Class X Common Stock. Each share of Class X Common Stock shall automatically, without any further action,
convert into one share of Class A Common Stock upon the earlier of (such date, the “Sunset Date”): (a) the date that
is nine months following the first date after the Acquisition Effective Time (as defined in that certain Agreement and Plan of Merger,
dated as of October 6, 2021, by and among the Corporation, FirstMark Horizon Acquisition Corp., Sirius Merger Sub, Inc. and Starry, Inc.,
as the same may be amended, supplemented or otherwise modified from time to time (the “Business Combination Agreement”))
on which Founder (1) is no longer providing services, whether upon death, resignation, removal or otherwise, to the Corporation as a
member of the senior leadership team, officer or director and (2) has not provided any such services for the duration of such nine-month
period; and (b) the first date after the Acquisition Effective Time as of which the Qualified Stockholders have Transferred, in the aggregate,
more than seventy-five percent (75%) of the shares of Class X Common Stock that were held by the Qualified Stockholders immediately following
the Acquisition Effective Time.


 


(iv) Final
Conversion of Class X Common Stock. On the Sunset Date, each share of Class X Common Stock shall automatically, without any further
action, convert into one share of Class A Common Stock. Following such conversion, the reissuance of shares of Class X Common Stock shall
be prohibited, and such shares shall be retired and cancelled in accordance with Section 243 of the DGCL and the filing with the Secretary
of State of the State of Delaware required thereby, and upon such retirement and cancellation, all references to Class X Common Stock
in this Certificate of Incorporation shall be eliminated.


 






    4


     

    

 


(v) Procedures.
The Corporation may, from time to time, establish such policies and procedures relating to the conversion of Class X Common Stock into
Class A Common Stock and the general administration of this multi-class stock structure, including the issuance of stock certificates
(or the establishment of book-entry positions) with respect thereto, as it may deem reasonably necessary or advisable, and may from time
to time request that holders of shares of Class X Common Stock furnish certifications, affidavits or other proof to the Corporation as
it deems necessary to verify the ownership of Class X Common Stock and to confirm that a conversion into Class A Common Stock has not
occurred. A determination in good faith by the Secretary of the Corporation that a Transfer results or has resulted in a conversion into
Class A Common Stock shall be conclusive and binding.


 


(vi) Immediate
Effect of Conversion. In the event of a conversion of shares of Class X Common Stock into shares of Class A Common Stock pursuant
to this Article V, Section A.7, including upon the Sunset Date, such conversion(s) shall be deemed to have been made at the time that
the Transfer of shares occurred or immediately upon the Sunset Date at 11:59 p.m. Eastern Time, as applicable. Upon any conversion of
Class X Common Stock into Class A Common Stock, all rights of the holder of shares of Class X Common Stock shall cease and the person
or persons in whose names or names the certificate or certificates (or book-entry position(s)) representing the shares of Class A Common
Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common
Stock. Shares of Class X Common Stock that are converted into shares of Class A Common Stock as provided in this Article V, Section A.7
shall be retired and may not be reissued.


 


(vii) Reservation
of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common
Stock, solely for the purpose of effecting the conversion of the shares of Class X Common Stock, such number of shares of Class A Common
Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class X Common Stock into shares
of Class A Common Stock.


 


8. No
Further Issuances. Except for a dividend payable in accordance with Article V, Section A.3 or a Stock Adjustment effectuated in accordance
with Article V, Section A.3, the Corporation shall not at any time after the Acquisition Effective Time issue any additional shares of
Class X Common Stock, unless such issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares
of Class A Common Stock, voting as a separate class. After the Sunset Date, the Corporation shall not issue any additional shares of
Class X Common Stock.


 


9. For
purposes of this Article V, Section A, references to:


 


(i) “Change
of Control Issuance” means the issuance, at any time after the Acquisition Merger Effective Time, by the Corporation, in a
transaction or series of related transactions, of voting securities to any person or persons acting as a group as contemplated in Rule
13d-5(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor provision) that
immediately prior to such transaction or series of related transactions held fifty percent (50%) or less of the total voting power of
the outstanding voting securities of the Corporation (assuming that the Class A Common Stock and Class X Common Stock each entitle the
holder thereof to one vote per share), such that, immediately following such transaction or series of related transactions, such person
or group of persons would hold more than fifty percent (50%) of the total voting power of the outstanding voting securities of the Corporation
(assuming that the Class A Common Stock and Class X Common Stock each entitle the holder thereof to one vote per share).


 






    5


     

    

 


(ii) “Change
of Control Transaction” means, at any time after the Acquisition Merger Effective Time, (a) the sale, lease, exclusive license,
exchange, or other disposition (other than liens and encumbrances created in the ordinary course of business, including liens or encumbrances
to secure indebtedness for borrowed money that are approved by the Board of Directors, so long as no foreclosure occurs in respect of
any such lien or encumbrance) of all or substantially all of the Corporation’s property and assets (which shall for such purpose
include the property and assets of any direct or indirect subsidiary of the Corporation), provided that any sale, lease, exclusive license,
exchange or other disposition of property or assets exclusively between or among the Corporation and any direct or indirect subsidiary
or subsidiaries of the Corporation shall not be deemed a “Change of Control Transaction”; (b) the merger, consolidation,
business combination, or other similar transaction of the Corporation with any other entity, other than a merger, consolidation, business
combination, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity
or its parent) more than fifty percent (50%) of the total voting power represented by the outstanding voting securities of the Corporation
(or such surviving or parent entity) or more than fifty percent (50%) of the total number of outstanding shares of the Corporation’s
(or such surviving or parent entity’s) capital stock, in each case as outstanding immediately after such merger, consolidation,
business combination, or other similar transaction, and the stockholders of the Corporation immediately prior to the merger, consolidation,
business combination, or other similar transaction continuing to own voting securities of the Corporation (or such surviving or parent
entity) immediately following the merger, consolidation, business combination, or other similar transaction in substantially the same
proportions (vis-à-vis each other) as such stockholders owned of the voting securities of the Corporation immediately prior to
the transaction; (c) a recapitalization, liquidation, dissolution, or other similar transaction involving the Corporation, other than
a recapitalization, liquidation, dissolution, or other similar transaction that would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities
of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of
the Corporation (or such surviving or parent entity) or more than fifty percent (50%) of the total number of outstanding shares of the
Corporation’s (or such surviving or parent entity’s) capital stock, in each case as outstanding immediately after such recapitalization,
liquidation, dissolution or other similar transaction, and the stockholders of the Corporation immediately prior to the recapitalization,
liquidation, dissolution or other similar transaction continuing to own voting securities of the Corporation (or such surviving or parent
entity) immediately following the recapitalization, liquidation, dissolution or other similar transaction in substantially the same proportions
(vis-à-vis each other) as such stockholders owned of the voting securities of the Corporation immediately prior to the transaction;
and (d) any Change of Control Issuance.


 


(iii) “Dispositive
Power” means the power to directly or indirectly cause a Transfer of the owner’s shares (including, without limitation,
the power to direct a trustee of a Permitted Trust to Transfer such Permitted Trust’s shares).


 






    6


     

    

 


(iv) “Family
Member” means an individual’s spouse, ex-spouse, domestic partner, lineal (including by adoption) descendant or antecedent,
brother or sister, or the spouse or domestic partner of any child, adopted child or grandchild (including by adoption) of such individual.


 


(v) “Founder”
means Chaitanya Kanojia.


 


(vi) “Permitted
Entity” means, with respect to a Qualified Stockholder, (a) a corporation in which such Qualified Stockholder directly, or
indirectly through one or more Permitted Entities, owns shares with sufficient voting control in such corporation, or otherwise has legally
enforceable rights, such that the Qualified Stockholder retains Dispositive Power and Voting Control with respect to the shares of Class
X Common Stock held by such corporation; (b) a partnership in which such Qualified Stockholder directly, or indirectly through one or
more Permitted Entities, owns partnership interests with sufficient voting control in the partnership, or otherwise has legally enforceable
rights, such that the Qualified Stockholder retains Dispositive Power and Voting Control with respect to the shares of Class X Common
Stock held by such partnership; or (c) a limited liability company in which such Qualified Stockholder directly, or indirectly through
one or more Permitted Entities, owns membership interests with sufficient voting control in the limited liability company, or otherwise
has legally enforceable rights, such that the Qualified Stockholder retains Dispositive Power and Voting Control with respect to the
shares of Class X Common Stock held by such limited liability company.


 


(vii) “Permitted
Foundation” means with respect to a Qualified Stockholder: a trust or private non-operating organization that is tax-exempt
under Section 501(c)(3) of the Internal Revenue Code, as amended (the “Code”), so long as such Qualified Stockholder
has Dispositive Power and Voting Control with respect to the shares of Class X Common Stock held by such trust or organization and the
Transfer to such trust does not involve any payment of cash, securities, property or other consideration (other than an interest in such
trust or organization) to such Qualified Stockholder.


 


(viii) “Permitted
IRA” means an Individual Retirement Account, as defined in Section 408(a) of the Code, or a pension, profit sharing, stock
bonus or other type of plan or trust of which a Qualified Stockholder is a participant or beneficiary and which satisfies the requirements
for qualification under Section 401 of the Code; provided that in each case such Qualified Stockholder has Dispositive Power and Voting
Control with respect to the shares of Class X Common Stock held in such account, plan or trust.


 


(ix) “Permitted
Transfer” means, and is restricted to, any Transfer of a share of Class X Common Stock: (a) by a Qualified Stockholder to (1)
any Permitted Trust of such Qualified Stockholder, (2) any Permitted IRA of such Qualified Stockholder, (3) any Permitted Entity of such
Qualified Stockholder, and (4) any Permitted Foundation of such Qualified Stockholder; or (b) by a Permitted Trust, Permitted IRA, Permitted
Entity or Permitted Foundation of a Qualified Stockholder to (1) such Qualified Stockholder, or (2) any other Permitted Entity of such
Qualified Stockholder.


 






    7


     

    

 


(x) “Permitted
Trust” means with respect to a Qualified Stockholder a trust which (a) is held for the benefit of such Qualified Stockholder
and/or one or more Family Members of the Qualified Stockholder in which no person other than such Qualified Stockholder and/or one or
more Family Members of the Qualified Stockholder is then a beneficiary entitled to distributions of income or principal from such trust,
and (b) confers upon the Qualified Stockholder a Dispositive Power and Voting Control with respect to the shares of Class X Common Stock
held by such trust.


 


(xi) “Qualified
Stockholder” means (a) Founder; (b) any other registered holder of a share of Class X Common Stock immediately following
the Acquisition Merger Effective Time; (c) the initial registered holder of any shares of Class X Common Stock that are originally issued
by the Corporation pursuant to the exercise, conversion or settlement of a Right (provided that such Right was issued to and at all times
held by a holder who would have been a Qualified Stockholder if such Right had been a share and without reference to this clause (c));
(d) each natural person who Transfers shares of, or Rights for, Class X Common Stock to a Permitted Trust, Permitted IRA, Permitted Entity
or Permitted Foundation that is or becomes a Qualified Stockholder in connection with such Transfer; or (e) a transferee of shares of
Class X Common Stock received in a Transfer that constitutes a Permitted Transfer.


 


(xii) “Rights”
means any option, restricted stock unit, warrant, conversion right or contractual right of any kind to acquire (through purchase, conversion
or otherwise) shares of the Corporation’s authorized but unissued capital stock (or issued but not outstanding capital stock).


 


(xiii) “Transfer”
means, with respect to a share of Class X Common Stock, any sale, assignment, transfer, conveyance, hypothecation or other transfer or
disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary
or by operation of law, including, without limitation, a transfer to a broker or other nominee (regardless of whether there is a corresponding
change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control over such share
by proxy or otherwise; provided that the following shall not be considered a “Transfer”: (a) the granting of a revocable
proxy to officers or directors or agents of the Corporation with the approval and at the request of the Board of Directors in connection
with actions to be taken at an annual or special meeting of stockholders; (b) entering into a voting trust, agreement or arrangement
(with or without granting a proxy) (1) solely with stockholders who are holders of Class X Common Stock that (A) is disclosed either
in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has
a term not exceeding one year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment
of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote
shares in a designated manner, or (2) pursuant to a written agreement to which the Corporation is a party; (c) in connection with a Change
of Control Transaction that has been approved by the Board of Directors, the entering into a support, voting, tender or similar agreement
or arrangement (in each case, with or without the grant of a proxy) that has also been approved by the Board of Directors; (d) the pledge
of shares of Class X Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan
or indebtedness transaction for so long as such stockholder (or the Founder) continues to exercise Voting Control over such pledged shares
and no such Voting Control is exercised by the Person to whom the shares are pledged (other than the Founder if the Founder is the Person
to whom the shares are pledged), provided that a foreclosure on such shares or other similar action by the pledgee shall constitute a
“Transfer” unless such foreclosure or similar action qualifies as a “Permitted Transfer” or (e) the fact
that, as of the Acquisition Merger Effective Time or at any time after the Acquisition Merger Effective Time, the spouse of any holder
of Class X Common Stock possesses or obtains an interest in such holder’s shares of Class X Common Stock arising solely by reason
of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have
occurred that constitutes a Transfer of such shares of Class X Common Stock (including a Transfer by operation of law pursuant to a qualified
domestic order or in connection with a divorce settlement or any other court order).


 






    8


     

    

 


A
Transfer shall also be deemed to have occurred with respect to a share of Class X Common Stock beneficially held by (x) an entity that
is a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation, if there occurs any act or circumstance that causes such
entity to no longer be a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation or if there occurs a Transfer on a
cumulative basis, from and after the Acquisition Merger Effective Time, of a majority of the voting power of the voting securities of
such entity or any direct or indirect parent of such entity, other than a Transfer to parties that are, as of the Acquisition Merger
Effective Time, holders of voting securities of any such entity or parent of such entity, or (y) an entity that is a Qualified Stockholder,
if there occurs a Transfer on a cumulative basis, from and after the Acquisition Merger Effective Time, of a majority of the voting power
of the voting securities of such entity or any direct or indirect parent of such entity, other than a Transfer to parties that are, as
of the Acquisition Merger Effective Time, holders of voting securities of any such entity or parent of such entity.


 


(xiv) “Voting
Control” means, with the respect to a share of Class X Common Stock, the power (whether directly or indirectly) to vote or
direct the voting of an equity interest, interest in a trust or other interest or security by proxy, voting agreement, or otherwise.
For this purpose, the Voting Control with respect to shares transferred to and held in a Permitted Trust shall be deemed to be held exclusively
by the trustee of such Permitted Trust; provided, however, if there is any individual powerholder who possesses the power to remove and
replace the trustee of such Permitted Trust (a) without cause, (b) for any reason, and (c) not less often than once in any twelve (12)
month period, then the Voting Control of such Permitted Trust’s shares shall be deemed to be held exclusively by such individual
powerholder (and not the trustee of such Permitted Trust).


 


		B.	PREFERRED
                                            STOCK



 


Shares
of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed
herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors
as hereinafter provided.


 


Authority
is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by
filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”),
to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including
without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or
decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and
expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the
foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this
Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of
Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation
(including any Certificate of Designation).


 






    9


     

    

 


ARTICLE
VI


 


For
the management of the business and for the conduct of the affairs of the Corporation it is further provided that:


 


A. Effective
upon the Acquisition Merger Effective Time, the directors of the Corporation (other than Preferred Stock Directors (as defined below))
shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II
and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the
whole Board of Directors. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders
following the Acquisition Merger Effective Time; the initial Class II directors shall serve for a term expiring at the second annual
meeting of the stockholders following the Acquisition Merger Effective Time; and the initial Class III directors shall serve for a term
expiring at the third annual meeting following the Acquisition Merger Effective Time. At each annual meeting of stockholders of the Corporation
beginning with the first annual meeting of stockholders following the Acquisition Merger Effective Time, the successors of the class
of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election. If the number of such directors (other than Preferred Stock Directors) is
changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly
equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase
in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease
in the number of directors remove or shorten the term of any incumbent director. Any such director shall hold office until the annual
meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation,
retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors
already in office upon the effectiveness of this Article VI, Section A (the “Classification Effective Time”)
to their respective class. Each director shall hold office until his or her successor is duly elected and qualified or until his or her
earlier death, resignation, disqualification or removal in accordance with this Certificate of Incorporation.


 


B. Except
as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The number of directors that shall constitute the whole Board of Directors
shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors in accordance with the Bylaws.


 


C. Subject
to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors (“Preferred Stock
Directors”), (i) until the Sunset Date, the Board of Directors or any individual director may be removed from office at any
time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the
then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors; provided that, after
the Classification Effective Time, the director designated by FirstMark (as defined in the Business Combination Agreement) pursuant
to the Business Combination Agreement may be removed by such affirmative vote only for cause, and (ii) following the Sunset Date, the
Board of Directors or any individual director may be removed from office at any time only for cause and only by the affirmative vote
of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled
to vote at an election of directors.


 






    10


     

    

 


D. Subject
to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided
by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes
and any newly created directorships resulting from any increase in the number of directors shall be filled (i) following the Sunset Date,
only by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director
and, (ii) after the Acquisition Merger Effective Time and until the Sunset Date, only by the affirmative vote of the holders of at least
a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election
of directors. For avoidance of doubt, prior to the Acquisition Merger Effective Time, vacancies and newly created directorships may be
filled in any manner permitted by the DGCL.


 


E. Whenever
the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series
or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the
election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of Incorporation
(including any Certificate of Designation). Notwithstanding anything to the contrary in this Article VI, the number of directors that
may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph B
of this Article VI, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly.
Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders
of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions
of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of
Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional
directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be,
a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.


 


F. In
furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend
or repeal the Bylaws, without the assent or vote of the stockholders of the Corporation entitled to vote with respect thereto in any
manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. Notwithstanding anything to the
contrary contained in this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote of the stockholders,
at any time after the Sunset Date, in addition to any vote of the holders of any class or series of stock of the Corporation required
by applicable law or by this Certificate of Incorporation (including any Certificate of Designation(s) in respect of one or more series
of Preferred Stock) or the Bylaws, the adoption, amendment or repeal of the Bylaws by the stockholders of the Corporation shall require
the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock
of the Corporation entitled to vote generally in an election of directors.


 


G. The
directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.


 






    11


     

    

 


ARTICLE
VII


 


A. Until
the Sunset Date, any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called
annual or special meeting of stockholders or may, except as otherwise required by applicable law or this Certificate of Incorporation,
be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation
in accordance with the applicable provisions of the DGCL. Following the Sunset Date, any action required or permitted to be taken by
the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall
not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by
the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series,
may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate
of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.


 


B. Subject
to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special meetings
of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction of the Board
of Directors, the Chairperson of the Board of Directors or the Chief Executive Officer, in each case, in accordance with the Bylaws,
and shall not be called by any other person or persons. Notwithstanding the foregoing, until the Sunset Date, special meetings of the
stockholders of the Corporation may be called for any purpose or purposes by the Secretary of the Corporation upon the request, in writing,
of any holder of record of at least 25% of the voting power of the issued and outstanding shares of stock of the Corporation. Any such
special meeting so called may be postponed, rescheduled or cancelled by the Board of Directors or other person calling the meeting.


 


C. Advance
notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. Any business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting.


 


ARTICLE
VIII


 


No
director of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach
of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the
DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection
of a director of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption.
If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the DGCL as so amended.


 






    12


     

    

 


ARTICLE
IX


 


A. The
Corporation hereby expressly elects not to be governed by Section 203 of the DGCL. By operation of Section 203(b)(3) of the DGCL, the
restrictions on business combinations (as defined in Section 203(c)(3) of the DGCL) under Section 203 of the DGCL shall continue to apply
for twelve (12) months after the Acquisition Merger Effective Time, at which time they shall cease to apply by virtue of the election
set forth in the immediately preceding sentence (the “203 Opt-Out Effective Date”). The provisions of Article IX(B)-(D),
including the restrictions on business combinations (as defined in Article IX(D)(3) below) set forth in Article IX(B) below, shall not
apply before the 203 Opt-Out Effective Date. From and after the 203 Opt-Out Effective Date, the provisions of Article IX(B) – (D)
below shall become effective if, and shall continue in effect for so long as, the Class A Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act.


 


B. The
Corporation shall not engage in any business combination with any interested stockholder (as defined below) for a period of three years
following the time that such stockholder became an interested stockholder, unless:


 


(1) prior
to such time, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming
an interested stockholder;


 


(2) upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those
shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or


 


(3) at
or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of at least two-thirds (66 2/3%) of the outstanding voting stock
of the Corporation which is not owned by the interested stockholder.


 


C. The
restrictions contained in the foregoing Article IX(B) shall not apply if:


 


(1) a
stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient
shares so that the stockholder ceases to be an interested stockholder and (ii) would not, at any time, within the three-year period immediately
prior to the business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent
acquisition of ownership; or


 






    13


     

    

 


(2) the
business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement
or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence
of this Article IX(C)(2), (ii) is with or by a person who either was not an interested stockholder during the previous three years or
who became an interested stockholder with the approval of the Board of Directors and (iii) is approved by a majority of the directors
then in office (but not less than one) who were directors prior to any person becoming an interested stockholder during the previous
three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions
referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect
of which, pursuant to Section 251(f) of the DGCL, no vote of the stockholders of the Corporation is required), (y) a sale, lease, exchange,
mortgage, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary
of the Corporation (other than to any direct or indirect wholly owned subsidiary or to the Corporation) having an aggregate market value
equal to fifty percent or more of either that aggregate market value of all the assets of the Corporation determined on a consolidated
basis or the aggregate market value of all the outstanding stock of the Corporation or (z) a proposed tender or exchange offer for 50%
or more of the outstanding voting stock of the Corporation. The Corporation shall give not less than 20 days’ notice to all interested
stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this Article
IX(C)(2).


 


D. For
purposes of this Article IX, references to:


 


(1) “affiliate”
means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, another person.


 


(2) “associate,”
when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity
of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of the voting power thereof;
(ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee
or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same
residence as such person.


 


(3) “business
combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:


 


a. any
merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested
stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation
is caused by the interested stockholder and as a result of such merger or consolidation subsection (B) of this Article IX is not applicable
to the surviving entity;


 


b. any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately
as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets
of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value
equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or
the aggregate market value of all the outstanding stock of the Corporation;


 






    14


     

    

 


c. any
transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the
Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (i) pursuant to the exercise,
exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary
which securities were outstanding prior to the time that the interested stockholder became such; (ii) pursuant to a merger under Section
251(g) of the DGCL; (iii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities
exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed,
pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such;
(iv) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (v) any
issuance or transfer of stock by the Corporation; provided, however, that in no case under items (iii) through (v) of this subsection
shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation
or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);


 


d. any
transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly
or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of
any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of
immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused,
directly or indirectly, by the interested stockholder; or


 


e. any
receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation),
of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a) through
(d) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary; provided that this subsection
e. shall not apply to any benefits received (x) at or prior to the Acquisition Merger Effective Time or (y) by Sponsor, its
Affiliates, any of its or their respective Representatives or any Representatives (as of immediately prior to the Acquisition Merger
Effective Time) of the Corporation or Merger Sub, in each case of this clause (y), pursuant to the Business Combination Agreement, any
Ancillary Agreement or their respective rights, if any, to exculpation, indemnification, advancement of expenses and/or liability insurance
coverage under or required by this Certificate of Incorporation, the Bylaws, the SPAC Organizational Documents or the Business Combination
Agreement (each capitalized term used in this clause (y) and not otherwise defined herein, as defined in the Business Combination Agreement)
(any benefit referred to in clauses (x) or (y), an “Exempt Benefit”); provided, further, that for so
long as this Certificate of Incorporation restricts business combinations, the Corporation shall not amend this Certificate of Incorporation
so as to result in an Exempt Benefit becoming subject to the restrictions on business combinations therein.


 


(4) “control,”
including the terms “controlling,” “controlled by” and “under common control with,”
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 the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding
voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity,
in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall
not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D) of Article
IX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control
of such entity.


 


(5) “interested
stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation)
that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the
Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three year period
immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates
and associates of such person; but “interested stockholder” shall not include (a) any Stockholder Party, any Stockholder
Party Direct Transferee, any Stockholder Party Indirect Transferee or any of their respective affiliates or successors or any “group,”
or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (b) any person whose ownership
of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, further,
that in the case of clause (b) such person shall be an interested stockholder if thereafter such person acquires additional shares of
voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For
the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding
shall include stock deemed to be owned by the person through application of the definition of “owner” below.


 






    15


     

    

 


(6) “owner,”
including the terms “own,” “owned,” and “ownership” when used with respect to any stock, means a
person that individually or with or through any of its affiliates or associates:


 


a. beneficially
owns such stock, directly or indirectly;


 


b. has
(i) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;
provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such
person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (ii)
the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed
the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote
such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons;
or


 


c. has
any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy
or consent as described in item (ii) of subsection (b) above), or disposing of such stock with any other person that beneficially owns,
or whose affiliates or associates beneficially own, directly or indirectly, such stock.


 


(7) “person”
means any individual, corporation, partnership, unincorporated association or other entity.


 


(8) “stock”
means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.


 


(9) “Stockholder
Party” means any Qualified Stockholder.


 


(10)
 “Stockholder Party Direct Transferee” means any person that acquires (other
than in a registered public offering) directly from any Stockholder Party or any of its successors or any “group,” or any
member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act ownership of 15% or more of the then
outstanding voting stock of the Corporation.


 


(11)
 “Stockholder Party Indirect Transferee” means any person that acquires (other
than in a registered public offering) directly from any Stockholder Party Direct Transferee or any other Stockholder Party Indirect Transferee
ownership of 15% or more of the then outstanding voting stock of the Corporation.


 


(12)
 “voting stock” means stock of any class or series entitled to vote generally
in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally
in the election of the governing body of such entity. Every reference to a percentage of voting stock shall be calculated on the basis
of the aggregate number of votes applicable to all outstanding shares of such voting stock, and by allocating to each share of voting
stock, that number of votes to which such share is entitled.


 






    16


     

    

 


ARTICLE
X


 


A.
 Subject to Article X(C), to the fullest extent permitted by law, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the
fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe
that such person’s conduct was unlawful.


 


B.
 Subject to Article X(C), to the fullest extent permitted by law, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer
of the Corporation, or while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests
of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware
or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.


 


C.
 Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper
in the circumstances because such person has met the applicable standard of conduct set forth in Article X(A) or Article X(B), as the
case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,
(i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii)
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are
no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such
determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the
matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection therewith, without the necessity of authorization in the specific case.


 






    17


     

    

 


D.
 For purposes of any determination under Article X(C), a person shall be deemed to have acted
in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with
respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if
such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied
to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel
for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise
by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The provisions of this Article X(D) shall not be deemed to be exclusive or to limit in any way the circumstances
in which a person may be deemed to have met the applicable standard of conduct set forth in Article X(A) or Article X(B), as the case
may be.


 


E. Notwithstanding
any contrary determination in the specific case under Article X(C), and notwithstanding the absence of any determination thereunder,
any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the
State of Delaware for indemnification to the extent otherwise permissible Article X(A) or Article X(B). The basis of such indemnification
by the Corporation shall be a determination by such court that indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in Article X(A) or Article X(B), as the case may be. Neither
a contrary determination in the specific case under Article X(C) nor the absence of any determination thereunder shall be a defense to
such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification pursuant to this Article X shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled
to be paid the expense of prosecuting such application.


 


F. Expenses
(including attorneys’ fees) incurred by a present or former director or officer in appearing at, participating in or defending
any civil, criminal, administrative or investigative action, suit or proceeding in advance of its final disposition or in connection
with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article X shall be
paid by the Corporation upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article X. Such expenses (including
attorneys’ fees) incurred by employees and agents of the Corporation or by persons acting at the request of the Corporation as
directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid
upon such terms and conditions, if any, as the Corporation deems appropriate.


 






    18


     

    

 


G. The
indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses may be entitled under this Certificate of Incorporation,
the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official
capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification
of the persons specified in Article X(A) or Article X(B) shall be made to the fullest extent permitted by law. The provisions of this
Article X shall not be deemed to preclude the indemnification of any person who is not specified in Article X(A) or Article X(B) but
whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.


 


H. The
Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have
the power or the obligation to indemnify such person against such liability under the provisions of this Article X.


 


I.
 For purposes of this Article X, references to “the Corporation” shall include,
in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers,
so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article X with respect
to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence
had continued. The term “another enterprise” as used in this Article X shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation
as a director, officer, employee or agent. For purposes of this Article X, references to “fines” shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation”
shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services
by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this
Article X.


 






    19


     

    

 


J.
 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article
X shall, unless otherwise provided when authorized or ratified as provided in this Article X, continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.


 


K.
 Notwithstanding anything contained in this Article X to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Article X(E)), the Corporation shall not be obligated to indemnify any
present or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection
with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors.


 


L.
 The Corporation may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation and to persons serving
at the request of the Corporation as directors, officers, employees and agents of another corporation, partnership, joint venture, trust
or other enterprise similar to those conferred in this Article X to directors and officers of the Corporation.


 


M. Notwithstanding
that a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) may have certain
rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”),
with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporation: (i) shall
be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to
advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii)
shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities,
without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors
on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation shall
affect the immediately preceding sentence, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Covered Persons against the Corporation. Notwithstanding anything
to the contrary herein, the obligations of the Corporation under this Article X(M) shall only apply to Covered Persons in their capacity
as Covered Persons.


 


N. Any
repeal or amendment of this Article X by the Board of Directors or the stockholders of the Corporation or by changes in applicable law,
or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Article X, will, to the extent permitted
by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide
broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish
or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment
or adoption of such inconsistent provision.


 






    20


     

    

 


ARTICLE
XI


 


A. Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”)
of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District
of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by
law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any
action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder
or employee of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising
pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended from time to time),
(iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Chancery Court, or (v) any action, suit or proceeding
asserting a claim against the Corporation or any current or former director, officer or stockholder governed by the internal affairs
doctrine. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other
than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall
be deemed to have consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with
any action brought in any such court to enforce the provisions of the immediately preceding sentence and (b) having service of process
made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such
stockholder. Notwithstanding the foregoing, the provisions of this Article XI(A) shall not apply to suits brought to enforce any liability
or duty created by the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or any other claim
for which the federal courts of the United States have exclusive jurisdiction.


 


B. Unless
the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district
courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act.


 


C. For
avoidance of doubt, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed
to have notice of and consented to this Article XI and each other Article of this Certificate of Incorporation.


 


ARTICLE
XII


 


A. In
recognition and anticipation that (a) certain directors, principals, officers, employees and/or other representatives of an Exempted
Person (as defined below) and its Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (b) an
Exempted Person and its Affiliates, including (i) any portfolio company in which it or any of its investment fund Affiliates have made
a debt or equity investment (and vice versa) or (ii) any of its limited partners, non-managing members or other similar direct or indirect
investors may now engage and may continue to engage in the same or similar activities or related lines of business as those in which
the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which
the Corporation, directly or indirectly, may engage, and (c) members of the Board of Directors who are not employees of the Corporation
(“Non-Employee Directors”) and their respective Affiliates, including (i) any portfolio company in which they or any
of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (ii) any of their respective
limited partners, non-managing members or other similar direct or indirect investors may now engage and may continue to engage in the
same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or
other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions
of this Article XII are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes
or categories of business opportunities as they may involve any Exempted Person, Non-Employee Director or their respective Affiliates
and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.


 






    21


     

    

 


B. Neither
(i) any Exempted Person nor (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation
in both his or her director and officer capacities) or his or her Affiliates (other than the Corporation, any of its subsidiaries or
their respective officers or employees) (the Persons (as defined below) identified in (i) and (ii) above being referred to, collectively,
as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent
permitted by law, have any fiduciary duty to refrain from directly or indirectly (A) engaging in and possessing interests in other business
ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which
the Corporation or any of its subsidiaries now engages or proposes to engage or (B) competing with the Corporation or any of its Affiliates
or subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person
(other than the Corporation or any of its subsidiaries), and, to the fullest extent permitted by law, no Identified Person shall be liable
to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the
fact that such Identified Person engages in any such activities. To the fullest extent permitted from time to time by the laws of the
State of Delaware, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate
in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates,
except as provided in Section C of Article XI. Subject to Section C of Article XI, in the event that any Identified Person acquires knowledge
of a potential transaction or matter that may be a corporate or other business opportunity for itself, herself or himself, or any of
its or his or her Affiliates, and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted
by law, have no duty (fiduciary, contractual or otherwise) to communicate or present such transaction or matter to the Corporation or
any of its subsidiaries, as the case may be and, to the fullest extent permitted by law, shall not be liable to the Corporation or its
stockholders or to any subsidiary of the Corporation for breach of any duty (fiduciary, contractual or otherwise) as a stockholder or
director of the Corporation by reason of the fact that such Identified Person, directly or indirectly, pursues or acquires such opportunity
for itself, herself or himself, directs such opportunity to another Person or does not present such opportunity to the Corporation or
any of its subsidiaries (or its Affiliates).


 


C. The
Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee
Director who serves as an officer of the Corporation in both his or her director and officer capacities) if such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section B of
this Article XII shall not apply to any such corporate opportunity.


 


D. In
addition to and notwithstanding the foregoing provisions of this Article XII, a corporate opportunity shall not be deemed to be a potential
corporate opportunity for the Corporation if it is a business opportunity that (a) the Corporation is neither financially or legally
able, nor contractually permitted to undertake, (b) from its nature, is not in the line of the Corporation’s business or is of
no practical advantage to the Corporation or (c) is one in which the Corporation has no interest or reasonable expectancy.


 






    22


     

    

 


E. For
purposes of this Article XII, (i) “Affiliate” means (a) in respect of an Exempted Person, any Person that, directly
or indirectly, is controlled by such Exempted Person, controls such Exempted Person or is under common control with such Exempted Person
and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing
(other than the Corporation and any entity that is controlled by the Corporation), (b) in respect of a Non-Employee Director, any Person
that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled
by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation;
(ii) “Exempted Person” means FirstMark Horizon Sponsor LLC and its Affiliates; and (iii) “Person”
means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any
other entity.


 


F. For
avoidance of doubt, any Person purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have
notice of and to have consented to the provisions of this Article XII and each other Article of this Certificate of Incorporation.


 


ARTICLE
XII


 


A. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, the following
provisions in this Certificate of Incorporation may not be amended, altered, repealed or rescinded, in whole or in part, and no provision
inconsistent therewith or herewith may be adopted, without the affirmative vote of the holders of at least two-thirds (66 2/3%) of the
total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single
class: Article V, Article VI, Article VII, Article VIII, Article IX, Article X, Article XI, Article XII and this Article XIII; provided,
however, that, in addition to any other vote required by law or this Certificate of Incorporation, any amendment to this Certificate
of Incorporation that (x) increases the voting power of the Class X Common Stock pursuant to Article V, Section A.2 or (y) alters or
changes Article V, Section A.7 in a manner that adversely affects the holders of Class A Common Stock shall not be approved, in each
case, without the affirmative vote of the holders of at least a majority of the total voting power of all then-outstanding shares of
Class A Common Stock of the Corporation entitled to vote thereon, voting as a separate class.


 


B. If
any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to
any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance
and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of
this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held
to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired
thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without
limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents
from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted
by law.


 


 






    23


     


    

 


Annex C


 


Pubco Bylaws


 


(see attached)


 




     


     


    

 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Bylaws


 


of


 


Starry Holdings, Inc.


 


(a Delaware corporation)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


Table of Contents


 





	 	 	Page
	 	 	 
	Article I - Corporate Offices	1
	 	 	 
	1.1	Registered Office	1
	1.2	Other Offices	1
	 	 	 
	Article II - Meetings of Stockholders	1
	 	 	 
	2.1	Place of Meetings	1
	2.2	Annual Meeting	1
	2.3	Special Meeting	1
	2.4	Notice of Business to be Brought before a Meeting.	2
	2.5	Notice of Nominations for Election to the Board of Directors.	5
	2.6	Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.	7
	2.7	Notice of Stockholders’ Meetings	8
	2.8	Quorum	9
	2.9	Adjourned Meeting; Notice	9
	2.10	Conduct of Business	9
	2.11	Voting	10
	2.12	Record Date for Stockholder Meetings and Other Purposes	10
	2.13	Proxies	11
	2.14	List of Stockholders Entitled to Vote	11
	2.15	Inspectors of Election	11
	2.16	Delivery to the Corporation.	12
	 	 	 
	Article III - Directors	12
	 	 	 
	3.1	Powers	12
	3.2	Number of Directors	12
	3.3	Election, Qualification and Term of Office of Directors	12
	3.4	Resignation and Vacancies	12
	3.5	Place of Meetings; Meetings by Telephone	13
	3.6	Regular Meetings	13
	3.7	Special Meetings; Notice	13
	3.8	Quorum	13
	3.9	Board Action without a Meeting	14
	3.10	Fees and Compensation of Directors	14
	 	 	 
	Article IV - Committees	14
	 	 	 
	4.1	Committees of Directors	14
	4.2	Meetings and Actions of Committees	14
	4.3	Subcommittees.	15


 






    i


     


    

 





	Article V - Officers	15
	 	 	
	5.1	Officers	15
	5.2	Appointment of Officers	15
	5.3	Subordinate Officers	15
	5.4	Removal and Resignation of Officers	15
	5.5	Vacancies in Offices	15
	5.6	Representation of Shares of Other Corporations	15
	5.7	Authority and Duties of Officers	16
	5.8	Compensation.	16
	 	 	
	Article VI - Records	16
	 	 	
	Article VII - General Matters	16
	 	 	
	7.1	Execution of Corporate Contracts and Instruments	16
	7.2	Stock Certificates	16
	7.3	Special Designation of Certificates.	17
	7.4	Lost Certificates	17
	7.5	Shares Without Certificates	17
	7.6	Construction; Definitions	17
	7.7	Dividends	17
	7.8	Fiscal Year	17
	7.9	Seal	18
	7.10	Transfer of Stock	18
	7.11	Stock Transfer Agreements	18
	7.12	Lock-Up.	18
	7.13	Registered Stockholders	20
	7.14	Waiver of Notice	21
	 	 	 
	Article VIII - Notice	21
	 	 	 
	8.1	Delivery of Notice; Notice by Electronic Transmission	21
	 	 	 
	Article IX - Indemnification	22
	 	 	 
	9.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	22
	9.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	22
	9.3	Authorization of Indemnification	22
	9.4	Good Faith Defined	23
	9.5	Indemnification by a Court	23
	9.6	Expenses Payable in Advance	23
	9.7	Nonexclusivity of Indemnification and Advancement of Expenses	23
	9.8	Insurance	24
	9.9	Certain Definitions	24
	9.10	Survival of Indemnification and Advancement of Expenses	24
	9.11	Limitation on Indemnification	24
	9.12	Indemnification of Employees and Agents	25
	9.13	Primacy of Indemnification	25
	9.14	Amendments	25
	 	 	 
	Article X - Amendments	26
	 	 	 
	Article XI - Definitions	26


 




    ii


     


    

 


Bylaws


of


Starry Holdings,
Inc.


 





 



 


Article I - Corporate Offices


 


1.1
Registered Office. 


 


The address of the registered
office of Starry Holdings, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent
at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated
from time to time (the “Certificate of Incorporation”).


 


1.2
Other Offices. 


 


The Corporation may have additional
offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “Board”)
may from time to time establish or as the business of the Corporation may require.


 


Article II - Meetings of
Stockholders


 


2.1
Place of Meetings. 


 


Meetings of stockholders shall
be held at any place within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine
that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized
by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any
such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.


 


2.2
Annual Meeting. 


 


The Board shall designate
the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought
before the meeting in accordance with Section 2.4 of these bylaws may be transacted. The Board may postpone, reschedule or cancel any
previously scheduled annual meeting of stockholders.


 


2.3
Special Meeting. 


 


Special meetings of the stockholders
may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in the Certificate of Incorporation.


 


No business may be transacted
at any special meeting of stockholders other than the business specified in the notice of such meeting.


 




    1


     


    

 


2.4
 Notice of Business to be Brought before a Meeting. 


 


(i) At an annual meeting
of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board,
(ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the Chairperson of the Board or
(iii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a record owner of shares of
the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is
entitled to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects or (B) properly made such
proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause
(iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.
For purposes of this Section 2.4, “present in person” shall mean that the stockholder proposing that the business be
brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such
annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager
or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic
transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must
produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the
meeting of stockholders. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and Section
2.6 and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 and Section 2.6.


 


(ii)
Without qualification, for business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.4(i)(iii),
the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation
and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a
stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less
than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case
of the first annual meeting of stockholders following the Acquisition Merger Effective Time (as defined in the Corporation’s Certification
of Incorporation), the date of the preceding year’s annual meeting shall be deemed to be [●], 2021); provided, however,
that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder
to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the
10th day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice
within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting
or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.


 


(iii)
To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:


 


(a) As to each
Proposing Person (as defined below), (1) the name and address of such Proposing Person (including, if applicable, the name and
address that appear on the Corporation’s books and records); and (2) the class or series and number of shares of the
Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the
Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any
shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at
any time in the future (the disclosures to be made pursuant to the foregoing clauses (1) and (2) are referred to as
“Stockholder Information”);


 






    2


     


    

 


(b) As to each
Proposing Person, (1) the full notional amount of any securities that, directly or indirectly, underlie any “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent
position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”)
and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series
of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term
“derivative security” shall also include any security or instrument that would not otherwise constitute a
“derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege
of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which
case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall
be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further,
that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that
so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or
maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge
with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing
Person’s business as a derivatives dealer, (2) any rights to dividends on the shares of any class or series of shares of the
Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the
Corporation, (3) any material pending or threatened legal proceeding in which such Proposing Person is a party or material
participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (4) any other
material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on
the other hand, (5) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the
Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining
agreement or consulting agreement), (6) a representation that such Proposing Person intends or is part of a group which intends to
deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital
stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal, (7) a
description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of
any class or series of stock of the Corporation between or among the Proposing Persons, (8) a description of any agreement,
arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option,
right or warrant to purchase or sell, swap or other instrument) to which any Proposing Person is a party, the intent or effect of
which may be (i) to transfer to or from any Proposing Person, in whole or in part, any of the economic consequences of ownership of
any security of the Corporation, (ii) to increase or decrease the voting power of any Proposing Person with respect to shares of any
class or series of stock of the Corporation and/or (iii) to provide any Proposing Person, directly or indirectly, with the
opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in
the value of any security of the Corporation and (9) any other information relating to such Proposing Person that would be required
to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by
such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange
Act (the disclosures to be made pursuant to the foregoing clauses (1) through (9) are referred to as “Disclosable
Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with
respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a
Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on
behalf of a beneficial owner; and


 






    3


     


    

 


(c) As to each
item of business that the stockholder proposes to bring before the annual meeting, (1) a brief description of the business desired
to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in
such business of each Proposing Person, (2) the text of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the
proposed amendment), (3) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among
any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s)
who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation
or any other person or entity (including their names) in connection with the proposal of such business by such stockholder; and (4)
any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing
required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting
pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (c)
shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a
Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on
behalf of a beneficial owner.


 


For purposes of this Section
2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought
before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed
to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to
Item 4 of Schedule 14A) with such stockholder in such solicitation.


 


(iv) A Proposing Person shall
update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the
information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record
date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment
or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal
executive offices of the Corporation not later than five business days after the record date for stockholders entitled to vote at the
meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days
prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first
practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required
to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation
to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s
rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable
or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new
proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.


 


(v) Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting
in accordance with this Section 2.4. The Board or chairperson of the meeting shall, if the facts warrant, determine that the business
was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall
so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 2.4, if the Proposing Person (or a qualified representative of the Proposing Person) does not appear
at the annual meeting to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies
in respect of such matter may have been received by the Corporation.


 






    4


     


    

 


(vi) This Section 2.4 is
expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal
made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In addition to
the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing
Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section
2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act. Notwithstanding anything to the contrary contained in this Section 2.4,
until the Sunset Date (as defined in the Certification of Incorporation), any holder of record of at least 25% in voting power of
the outstanding capital stock of the Corporation entitled to vote in an election of directors generally shall not be subject to the
notice procedures set forth in the foregoing provisions of this Section 2.4 and may bring any business before an annual meeting of
stockholders in person at the annual meeting, without prior notice.


 


(vii) For
purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news
service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act or by such other means as is reasonably designed to inform the public or securityholders of the
Corporation in general of such information including, without limitation, posting on the Corporation’s investor relations
website.


 


2.5
Notice of Nominations for Election to the Board of Directors. 


 


(i)  Subject
in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board at an
annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given
by or at the direction of the person calling such special meeting) may be made at such meeting only (x) by or at the direction of
the Board, including by any committee or persons authorized to do so by the Board or these bylaws, or (y) by a stockholder present
in person (A) who was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section
2.5 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 and Section
2.6 as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that the
stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative of such
stockholder, appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly
authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder
or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and
such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic
transmission, at the meeting of stockholders. Except as may be otherwise provided by the terms of one or more series of Preferred
Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors, the foregoing clause (y)
shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at an annual
meeting or special meeting.


 


(ii)
 Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual
meeting, the stockholder must (1) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary
of the Corporation, (2) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for
nomination as required to be set forth by this Section 2.5 and Section 2.6 and (3) provide any updates or supplements to such notice at
the times and in the forms required by this Section 2.5 and Section 2.6.


 



    5


     


    

 


(iii)
Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction
of the person calling a special meeting in accordance with the Certificate of Incorporation, then for a stockholder to make any nomination
of a person or persons for election to the Board at a special meeting, the stockholder must (1) provide timely notice thereof in writing
and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (2) provide the information
with respect to such stockholder and its candidate for nomination as required by this Section 2.5 and Section 2.6 and (3) provide any
updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6. To be timely, a stockholder’s
notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices
of the Corporation not earlier than the 120th day prior to such special meeting and not later than the 90th day prior to such special
meeting or, if later, the 10th day following the day on which public disclosure (as defined in Section 2.4) of the date of such special
meeting was first made.


 


(iv) In no event shall any
adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or
extend any time period) for the giving of a stockholder’s notice as described above.


 


(v) In no event may a
Nominating Person provide notice with respect to a greater number of director candidates than are subject to election by
stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors
subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) (x) in the case of an
annual meeting, the conclusion of the time period for Timely Notice or (y) in the case of a special meeting, the conclusion of the
time period for Timely Notice as set forth in Section 2.5(iii), or (iii) the tenth day following the date of public disclosure (as
defined in Section 2.4) of such increase.


 


(vi) To be in proper form
for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:


 


(a) As to each
Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a), except that for purposes of
this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all
places it appears in Section 2.4(iii)(a));


 


(b) As to each
Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the
term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in
Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(b) shall be
made with respect to the election of directors at the meeting); and


 


(c) As to each
candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such
candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and
Section 2.6 if such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination
that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of
proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such
candidate’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a
director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or
among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other
participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be
disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such
rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant
to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), and (D) a completed and
signed questionnaire, representation and agreement as provided in Section 2.6(i).


 






    6


     


    

 


For purposes of this Section
2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to
be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed
to be made at the meeting is made, and (iii) any other participant in such solicitation.


 


(vii) A
stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if
necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and
correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to
the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for
stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date),
and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof
(and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in
the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or
postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any
other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided
by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously
submitted notice hereunder to amend or update any nomination or to submit any new nomination.


 


(viii) In
addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating
Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding
anything to the contrary contained in this Section 2.5, until the Sunset Date, any holder of record of at least 25% in voting power
of the outstanding capital stock of the Corporation entitled to vote in an election of directors generally shall not be subject to
the notice procedures set forth in the foregoing notice and nomination provisions of this Section 2.5 and Section 2.6 and may
nominate any person for election at an annual meeting or at a special meeting in person at the annual or special meeting, without
prior notice.


 


2.6
Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. 


 


(i) To be eligible to be a
candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner
prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have
previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf
of the Board), to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in a
form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed
nominee, and such additional information with respect to such proposed nominee as would be required to be provided by the
Corporation pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the Corporation
in connection with such annual or special meeting and (ii) a written representation and agreement (in form provided by the
Corporation) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not
become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or
assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on
any issue or question (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with
such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s
fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with
any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as
a director that has not been disclosed therein or to the Corporation, (C) if elected as a director of the Corporation, will comply
with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and
guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if
requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such
policies and guidelines then in effect), (D) if elected as director of the Corporation, intends to serve the entire term until the
next meeting at which such candidate would face re-election and (E) consents to being named as a nominee in the Corporation’s
proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to
serve if elected as a director.


 






    7


     


    

 


(ii)
The Board may also require any proposed candidate for nomination as a Director to furnish such other information as may be requested
by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for
the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance
with the Corporation’s Corporate Governance Guidelines, the Exchange Act and applicable stock exchange rules.


 


(iii) A candidate for
nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if necessary, so
that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record
date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any
adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary
at the principal executive offices of the Corporation (or any other office specified by the Corporation in any public announcement)
not later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update
and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting
or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the
date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10
business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update
and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights
with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be
deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new
proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the
stockholders.


 


(iv) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating
Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6, as applicable. The
Board or chairperson of the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with
Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting,
the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot
listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect. Notwithstanding
the foregoing provisions of Section 2.5, if the stockholder (or a qualified representative of the stockholder) does not appear at the
meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies
in respect of such nomination may have been received by the Corporation.


 


(v) Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director
of the Corporation unless nominated and elected in accordance with Section 2.5 and this Section 2.6.


 


2.7
Notice of Stockholders’ Meetings.


 


Unless otherwise provided
by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in
accordance with Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notice shall specify the place, if any, date and time of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining
the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of
the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called.


 






    8


     


    

 


2.8
Quorum. 


 


Unless otherwise
provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and
outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall
constitute a quorum for the transaction of business at all meetings of the stockholders, except that when specified business is to
be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of
the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such
business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a
quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person
presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in
person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the
meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At any
recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.


 


2.9
Adjourned Meeting; Notice. 


 


When a meeting is adjourned
to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place,
if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the
Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30
days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment
a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record
date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination
of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record
entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.


 


2.10 Conduct
of Business. 


 


The chairperson of each
annual and special meeting shall be the Chairperson of the Board or, in the absence (or inability or refusal to act) of the
Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal
to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a
director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other
person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt by
resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of the meeting of stockholders shall
have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules,
regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of the chairperson of the
meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board
or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present
(including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on
attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted
proxies or such other persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The
chairperson of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting
(including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules,
regulations or procedures of the meeting, whether adopted by the Board or prescribed by the chairperson of the meeting), shall, if
the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if
such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly
brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the
chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability
or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairperson of the meeting. In the absence
(or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairperson of the meeting may appoint any
person to act as secretary of the meeting.


 






    9


     


    

 


2.11
Voting. 


 


Except as may be otherwise
provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.


 


Except as otherwise provided
by the Certificate of Incorporation and subject to the rights of the holders of one or more series of Preferred Stock, voting separately
by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all duly called or convened
meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient
to elect a director. Except as otherwise provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock
exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities,
each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by
a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.


 


2.12
Record Date for Stockholder Meetings and Other Purposes. 


 


In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board,
and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days before the date of such
meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such
meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall
be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice
is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned
meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or
an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.


 


Unless
otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to
express consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten
(10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for
determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board, (i) when no
prior action of the Board is required by the DGCL, the record date for such purpose shall be the first date on which a signed
consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law,
and (ii) if prior action by the Board is required by the DGCL, the record date for such purpose shall be at the close of business on
the day on which the Board adopts the resolution taking such prior action.


 


In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful
action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating
thereto.


 






    10


     


    

 


2.13
Proxies. 


 


Each stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another
person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law in
any manner provided under Section 212(c) of the DGCL or as otherwise provided under applicable law and filed in accordance with the procedure
established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides
for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of
Section 212 of the DGCL. A proxy may be in the form of an electronic transmission that sets forth or is submitted with information from
which it can be determined that the transmission was authorized by the stockholder.


 


2.14
List of Stockholders Entitled to Vote. 


 


The Corporation shall
prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting
(provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days
before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting
date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name
of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for
a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business
hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be
held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be
provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote
in person or by proxy at any meeting of stockholders.


 


2.15
Inspectors of Election.


 


Before any meeting of stockholders,
the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report
thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person
appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint
a person to fill that vacancy.


 


Such inspectors shall:


 


(i) determine the number
of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies
and ballots;


 


(ii)
count all votes or ballots;


 


(iii)
count and tabulate all votes;


 


(iv) determine and retain
for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and


 


(v)  certify
its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.


 


Each inspector, before entering
upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict
impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing
their duties as they determine.


 






    11


     


    

 


2.16
Delivery to the Corporation.


 


Whenever this Article II requires
one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer,
employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such
document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by
hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the
Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt,
the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the Corporation
required by this Article II.


 


Article III -
Directors


 


3.1
Powers. 


 


Except as otherwise provided
by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction
of the Board.


 


3.2
Number of Directors. 


 


Subject to the Certificate
of Incorporation or any certificate of designation with respect to any series of Preferred Stock, the total number of directors constituting
the Board shall be determined from time to time by resolution of the Board. Except as otherwise provided in the Certificate of Incorporation,
no reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of
office expires.


 


3.3
Election, Qualification and Term of Office of Directors. 


 


Directors shall be elected
by stockholders at the annual meeting, and the term of each director shall be as set forth in the Certificate of Incorporation. Directors
need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.


 


3.4
Resignation and Vacancies. 


 


Any director may resign at
any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time
specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt.
When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on
a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in Section 3.3.


 


Unless otherwise provided
in the Certificate of Incorporation or these bylaws, subject to the special rights of the holders of one or more series of Preferred Stock
to elect directors, except as otherwise provided by applicable law, vacancies resulting from the death, resignation, disqualification
or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be
filled (i) following the Sunset Date, only by the affirmative vote of a majority of the directors then in office, even though less than
a quorum, or by a sole remaining director and, (ii) after the Acquisition Merger Effective Time and until the Sunset Date, only by the
affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the
Corporation entitled to vote at an election of directors. For avoidance of doubt, prior to the Acquisition Merger Effective Time, vacancies
and newly created directorships may be filled in any manner permitted by the DGCL.


 






    12


     


    

 


3.5
Place of Meetings; Meetings by Telephone. 


 


The Board may hold meetings,
both regular and special, either within or outside the State of Delaware.


 


Unless otherwise
restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw
shall constitute presence in person at the meeting.


 


3.6
Regular Meetings. 


 


Regular meetings of the Board
may be held within or outside the State of Delaware and at such time and at such place as which has been designated by the Board and publicized
among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record
and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means of electronic transmission. No further notice
shall be required for regular meetings of the Board.


 


3.7
Special Meetings; Notice. 


 


Special meetings of the Board
for any purpose or purposes may be held within or outside the State of Delaware and called at any time by the Chairperson of the Board,
the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the Board.


 


Notice of the time and place
of special meetings shall be:


 


(i)  delivered
personally by hand, by courier or by telephone;


 


(ii)
sent by United States first-class mail, postage prepaid;


 


(iii)
sent by facsimile or electronic mail; or


 


(iv) sent by other means of electronic transmission,


 


directed to each director at that director’s
address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may
be, as shown on the Corporation’s records.


 


If the notice is (i) delivered
personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic
transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by
U.S. mail, it shall be deposited in the U.S. mail at least four days before the time of the holding of the meeting. The notice need not
specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose
of the meeting.


 


3.8
Quorum. 


 


At all meetings of the Board,
unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for
the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the
act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a
quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.


 




    13


     


    

 


3.9
 Board Action without a Meeting. 


 


Unless otherwise restricted
by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing
or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the
proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by
written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.


 


3.10
Fees and Compensation of Directors. 


 


Unless otherwise restricted
by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement
of expenses, of directors for services to the Corporation in any capacity.


 


Article IV - Committees


 


4.1
Committees of Directors. 


 


The Board may designate one
or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at
the meeting in the place of any such absent or disqualified member. Each committee of the Board may fix its own rules of procedure and
shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee.
Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary
to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum;
and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present.
Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt,
or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL
to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.


 


4.2
Meetings and Actions of Committees. 


 


Meetings and actions of committees
shall be governed by, and held and taken in accordance with, the provisions of:


 


(i)
Section 3.5 (place of meetings; meetings by telephone);


 


(ii)
Section 3.6 (regular meetings);


 





(iii)
 Section 3.7 (special meetings; notice);


 


(iv)
Section 3.9 (board action without a meeting); and


 


(v)
Section 7.14 (waiver of notice),


 


with such changes in the context
of those bylaws as are necessary to substitute the committee and its members for the Board and its members.


 






    14


     


    

 


4.3
Subcommittees.


 


Unless otherwise provided
in the Certificate of Incorporation, these bylaws, the resolutions of the Board designating the committee or the charter of such committee
adopted by the Board, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee,
and delegate to a subcommittee any or all of the powers and authority of the committee.


 


Article V - Officers


 


5.1
Officers. 


 


The officers of the Corporation
shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the discretion of the Board, a
Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or more Vice Presidents, one or
more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may
be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need
be a stockholder or director of the Corporation.


 


5.2
Appointment of Officers. 


 


The Board shall appoint the
officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.


 


5.3
Subordinate Officers. 


 


The Board may appoint, or
empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and
agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the Board may from time to time determine.


 


5.4
Removal and Resignation of Officers. 


 


Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except
in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.


 


Any officer may resign
at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice
or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the
resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.


 


5.5
Vacancies in Offices. 


 


Any vacancy occurring in any
office of the Corporation shall be filled as provided in Section 5.2 or Section 5.3, as applicable.


 


5.6
Representation of Shares of Other Corporations. 


 


The Chairperson of the Board,
the Chief Executive Officer or the President of this Corporation, or any other person authorized by the Board, the Chief Executive Officer
or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares
or voting securities of any other corporation or other person standing in the name of this Corporation. The authority granted herein may
be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by
such person having the authority.


 






    15


     


    

 


5.7
Authority and Duties of Officers. 


 


All officers of the Corporation
shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided
herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board.


 


5.8
Compensation.


 


The compensation of the officers
of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the
Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.


 


Article VI - Records


 


A stock ledger consisting
of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered
in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section
224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation
in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of,
or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more
distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within
a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders
specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL,
and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted in the State of Delaware.


 


Article VII - General
Matters


 


7.1
Execution of Corporate Contracts and Instruments. 


 


The Board, except as otherwise
provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.


 


7.2
Stock Certificates. 


 


The shares of the Corporation
shall be uncertificated, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock
of the Corporation shall be certificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate
shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates
representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the Board, Chief Executive Officer,
the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be specifically
authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.


 






    16


     


    

 


7.3
Special Designation of Certificates.


 


If the Corporation is authorized
to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the
relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of the certificate
that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a
notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section 202
of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate that the Corporation
shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice)
a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences
and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights.


 


7.4
Lost Certificates. 


 


Except as provided in this
Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered
to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the
place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may, in addition
to any other requirements as may be imposed by the Corporation, require the owner of the lost, stolen or destroyed certificate, or such
owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against
it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated
shares.


 





7.5
 Shares Without Certificates 


 


The Corporation may adopt
a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates,
provided the use of such system by the Corporation is permitted in accordance with applicable law.


 


7.6
Construction; Definitions. 


 


Unless the context requires
otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without
limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.


 


7.7
Dividends. 


 


The Board, subject to any
restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the
shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.


 


The Board may set apart out
of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and
meeting contingencies.


 


7.8
Fiscal Year. 


 


The fiscal year of the Corporation
shall be fixed by resolution of the Board and may be changed by the Board.


 






    17


     


    

 


7.9
Seal. 


 


The Corporation may adopt
a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing
it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.


 


7.10
Transfer of Stock. 


 


Subject to the restrictions
set forth in Section 7.12, shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder
of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate
or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with
respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and
other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock
shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by
an entry showing the names of the persons from and to whom it was transferred.


 


7.11
Stock Transfer Agreements. 


 


The Corporation shall
have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of
the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the DGCL or other applicable law.


 


7.12
Lock-Up.


 


(i) Subject to Section 7.12(ii), the holders (the “Lock-up Holders”) of the common stock of the Corporation
issued (a) at the Acquisition Merger Effective Time upon conversion of the shares of common stock of Starry, Inc., a Delaware corporation
(“Starry”), pursuant to the merger of Sirius Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
with and into Starry, with Starry surviving the merger (the “Starry Transaction”) or (b) to directors, officers and
employees of the Corporation upon the settlement or exercise of restricted stock units, stock options or other equity awards outstanding
as of immediately following the closing of the Starry Transaction in respect of awards of Starry common stock outstanding immediately
prior to the closing of the Starry Transaction (excluding, for the avoidance of doubt, the SPAC Warrants (as defined in the Agreement
and Plan of Merger, dated as of October 6, 2021, by and among the Corporation, FirstMark Horizon Acquisition Corp., Merger Sub, and Starry
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”)))
(such shares referred to in this Section 7.12(i)(b), the “Starry Equity Award Shares”), may not Transfer any Lock-up
Shares until the end of the Lock-up Period (the “Lock-up”).


 


(ii)
Notwithstanding the provisions set forth in Section 7.12(i), the Lock-up Holders or their respective Permitted Transferees may
Transfer the Lock-up Shares during the Lock-up Period (a) to (i) the Corporation’s officers or directors, (ii) any affiliates or
family members of the Corporation’s officers or directors, or (iii) the other Lock-up Holders or any direct or indirect partners,
members or equity holders of the Lock-up Holders, any affiliates of the Lock-up Holders or any related investment funds or vehicles controlled
or managed by such persons or entities or their respective affiliates; (b) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such
person or entity, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in connection with any
bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement
thereunder, including foreclosure thereof; (f) to the Corporation; (g) to Qualified Stockholders (as defined in the Certificate of Incorporation)
in the case of shares of Class X common stock, or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender
offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Corporation’s
stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the closing
date of the Starry Transaction.


 






    18


     


    

 


(iii)
Notwithstanding the provisions set forth in Section 7.12(i), if (A) at least 120 days have elapsed since the closing date of the
Starry Transaction and (B) the Lock-up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout
Period (such period, the “Specified Period”), the Lock-up Period shall end 10 Trading Days prior to the commencement
of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the
expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related
Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its
earnings results for the quarterly period during which the Closing occurred. For the avoidance of doubt, in no event shall the Lock-Up
Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release.


 





(iv)  
Notwithstanding the provisions set forth in Section 7.12(i), if the last reported sale price of the Class A common stock on the
exchange on which the Class A common stock is listed (the “Closing Price”) equals or exceeds $12.50 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the “Threshold
Price”) for 20 out of any 30 consecutive Trading Days commencing at least 30 days after the Closing Date, including the
last day of such 30 Trading Day period (any such 30 Trading Day period during which such condition is satisfied, the
“Measurement Period”), then 50% of the Lock-up Holder’s Lock-Up Shares (including all outstanding shares
and equity awards, determined as if, with respect to any Starry Equity Award Shares that can be net settled, such Starry Equity
Award Shares are cash settled, and rounded down to the nearest whole share) that are subject to the Lock-Up Period, which percentage
shall be calculated based on the number of Lock-Up Shares subject to the Lock-Up Period as of the last day of the Measurement
Period, will be automatically released from such restrictions (an “Early Lock-Up Expiration”)
immediately prior to the opening of trading on the exchange on which the Class A common stock is listed on the second Trading Day
following the end of the Measurement Period (an “Early Lock-Up Expiration Date”); provided that if the
Threshold Price equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for 20 Trading Days during any Measurement Period, then the remaining 50% of the Lock-up
Holder’s Lock-Up Shares (as calculated above) will be automatically released from such restrictions pursuant to the terms set
forth above (100% of the Lock-Up Shares in the aggregate);


 


(v) Notwithstanding the
provisions of Section 7.12(iv), if, at the time of any Early Lock-Up Expiration Date, the Corporation is in a Blackout Period, the
actual date of such Early Lock-Up Expiration shall be delayed (the “Early Lock-Up Expiration Extension”) until
immediately prior to the opening of trading on the second Trading Day (the “Extension Expiration Date”) following
the first date (such first date, the “Extension Expiration Measurement Date”) that (i) the Corporation is no
longer in a Blackout Period under its insider trading policy and (ii) the Closing Price on the Extension Expiration Measurement Date
is at least greater than the Threshold Price; provided, further, that, in the case of any of an Early Lock-Up Expiration or an Early
Lock-Up Expiration Extension, the Corporation shall announce through a major news service, or on a Form 8-K, the Early Lock-Up
Expiration and the Early Lock-Up Expiration Date, or the Early Lock-Up Expiration Extension and the Extension Expiration Date, as
the case may be, at least one full Trading Day prior to the opening of trading on the Early Lock-Up Expiration Date or the Extension
Expiration Date, as applicable. For the avoidance of doubt, in the event that this Section 7.12(v) conflicts with the foregoing
provisions, the Lock-Up Holders will be entitled to the earliest release date for the maximum number of Lock-Up Shares
available.


 


(vi) Notwithstanding the
other provisions set forth in this Section 7.12, the Board may, in its sole discretion, determine to waive, amend, or repeal the
Lock-up obligations set forth herein.


 






    19


     


    

 


(vii) For purposes of this
Section 7.12:


 


(a) the term
“Blackout Period” means a broadly applicable and regularly scheduled period during which trading in the
Corporation’s securities would not be permitted under the Corporation’s insider trading policy;


 


(b) the term
“Lock-up Period” means the period beginning on the closing date of the Starry Transaction and ending at 8:00 am
Eastern Time on the date that is 180 days after (and excluding) the closing date (the “Closing Date”) of the
Starry Transaction;


 


(c) the term
“Lock-up Shares” means the shares of common stock held by the Lock-up Holders immediately following the closing
of the Starry Transaction (including warrants to purchase shares of common stock and any such shares issued upon exercise thereof,
but excluding any shares of common stock or such warrants acquired in the public market, pursuant to a transaction exempt from
registration under the Securities Act of 1933, as amended, or pursuant to a subscription agreement where the issuance of common
stock occurs on or after the closing of the Starry Transaction) and the Starry Equity Award Shares; provided, that, for
clarity, shares of common stock issued in connection with the PIPE Investment (as defined in the Merger Agreement), and shares of
common stock issued prior to the Acquisition Merger Effective Time upon conversion of the Corporation’s ordinary shares into
common stock pursuant to the Domestication (as defined in the Merger Agreement), shall not constitute Lock-up Shares;


 


(d) the term
“Permitted Transferees” means, prior to the expiration of the Lock-up Period, (x) any person or entity to whom
such Lock-up Holder is permitted to transfer such shares of common stock prior to the expiration of the Lock-up Period pursuant to
Section 7.12(ii) or (y) solely with respect to shares of Class X common stock, any Qualified Stockholder (as such term is defined in
the Certificate of Incorporation in effect as of immediately following the closing of the Starry Transaction);


 


(e) the
term “Trading Day” is a day on which the New York Stock Exchange and
the Nasdaq Stock Market are open for the buying and selling of securities; and


 


(f) the term
“Transfer” means the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation,
pledge, grant of any option to purchase, or other disposition of or agreement to dispose of, directly or indirectly, or the
establishment or increase of a put equivalent position or liquidation with respect to or decrease 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 economic consequences 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), other than, with respect to shares of Class X common stock, any Permitted
Transfer (as such term is defined in the Certificate of Incorporation in effect as of immediately following the closing of the
Starry Transaction).


 


7.13
Registered Stockholders. 


 


The Corporation:


 


(i) shall be entitled to
recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such
owner; and


 


(ii)
shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person,
whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.


 






    20


     


    

 


7.14
Waiver of Notice. 


 


Whenever notice is
required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by
the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these
bylaws.


 


Article VIII - Notice


 


8.1
Delivery of Notice; Notice by Electronic Transmission. 


 


Without limiting the manner
by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions
of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address
(or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records
of the Corporation and shall be deemed given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered
by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic
mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing
or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent
legend that the communication is an important notice regarding the Corporation.


 


Without limiting the manner
by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision
of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented
to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic
transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail
in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.


 


Any notice given pursuant
to the preceding paragraph shall be deemed given:


 


		(i)	if by facsimile telecommunication, when directed to a number at which the stockholder has consented to
receive notice;



 


		(ii)	if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate notice; and



 


		(iii)	if by any other form of electronic transmission, when directed to the stockholder.



 


Notwithstanding the foregoing,
a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such
electronic transmission two consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant
Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice, provided, however,
the inadvertent failure to discover such inability shall not invalidate any meeting or other action.


 





An affidavit of the Secretary
or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.


 






    21


     


    

 


Article IX - Indemnification


 


9.1
Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.



 


Subject to Section 9.3, the
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation , and, with respect to
any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause
to believe that such person’s conduct was unlawful.


 


9.2
Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.



 


Subject
to Section 9.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation, is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court
of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.


 


9.3
Authorization of Indemnification. 


 


Any indemnification
under this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Such determination shall be
made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on
behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of authorization in the specific case.


 






    22


     


    

 


9.4
Good Faith Defined. 


 


For purposes of any determination
under Section 9.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause
to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the
Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise
in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other
expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 shall not be deemed
to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct
set forth in Section 9.1 or 9.2, as the case may be.


 


9.5
Indemnification by a Court.


 


Notwithstanding any contrary
determination in the specific case under Section 9.3, and notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware
for indemnification to the extent otherwise permissible under Section 9.1 or 9.2. The basis of such indemnification by the Corporation
shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Neither a contrary determination
in the specific case under Section 9.3 nor the absence of any determination thereunder shall be a defense to such application or create
a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application
for indemnification pursuant to this Article IX shall be given to the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such
application.


 


9.6
Expenses Payable in Advance. 


 


Expenses (including
attorneys’ fees) incurred by a present or former director or officer in appearing at, participating in or defending any civil,
criminal, administrative or investigative action, suit or proceeding in advance of its final disposition or in connection with a
proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article IX shall be paid
by the Corporation upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IX.
Such expenses (including attorneys’ fees) incurred by employees and agents of the Corporation or by persons acting at the
request of the Corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or
other enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.


 


9.7
Nonexclusivity of Indemnification and Advancement of Expenses. 


 


The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these bylaws, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity
while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 9.1 or 9.2
shall be made to the fullest extent permitted by law. The provisions of this Article IX shall not be deemed to preclude the indemnification
of any person who is not specified in Section 9.1 or Section 9.2 but whom the Corporation has the power or obligation to indemnify under
the provisions of the DGCL, or otherwise.


 






    23


     


    

 


9.8
Insurance. 


 


The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer
of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity,
or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify
such person against such liability under the provisions of this Article IX.


 


9.9
Certain Definitions. 


 


For purposes of this Article
IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent
corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in
the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as
used in this Article IX shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this
Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit
plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed
to the best interests of the Corporation” as referred to in this Article IX.


 


9.10
Survival of Indemnification and Advancement of Expenses. 


 


The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or
ratified as provided in this Article IX, continue as to a person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.


 


9.11
Limitation on Indemnification. 


 


Notwithstanding anything contained
in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5),
the Corporation shall not be obligated to indemnify any present or former director or officer (or his or her heirs, executors or personal
or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the Board of the Corporation.


 






    24


     


    

 


9.12
Indemnification of Employees and Agents. 


 


The Corporation may, to the
extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation and to persons serving at the request of the Corporation as directors, officers, employees and agents of another
corporation, partnership, joint venture, trust or other enterprise similar to those conferred in this Article IX to directors and officers
of the Corporation.


 


9.13
Primacy of Indemnification. 


 


Notwithstanding that a director,
officer, employee or agent of the Corporation (collectively, the “Covered Persons”) may have certain rights to indemnification,
advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect
to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporation: (i) shall be the indemnitor
of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to advance expenses
or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required
to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without
regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors
on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation shall
affect the immediately preceding sentence, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Covered Persons against the Corporation. Notwithstanding anything to
the contrary herein, the obligations of the Corporation under this Section 9.13 shall only apply to Covered Persons in their capacity
as Covered Persons.


 





9.14
 Amendments. Any repeal or amendment of this Article IX by the Board or the stockholders of
the Corporation or by changes in applicable law, or the adoption of any other provision of these bylaws inconsistent with this Article
IX, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable
law permits the Corporation to provide broader indemnification rights to Covered Persons on a retroactive basis than permitted prior thereto),
and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring
prior to such repeal or amendment or adoption of such inconsistent provision.


 






    25


     


    

 


Article X - Amendments


 


The Board is expressly empowered
to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of
the Corporation; provided, however, that such action by stockholders shall require, in addition to any other vote required
by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting
power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors,
voting together as a single class.


 


Article XI - Definitions


 


As used in these bylaws, unless
the context otherwise requires, the following terms shall have the following meanings:


 


An “electronic transmission”
means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in,
one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record
that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process.


 


An “electronic mail”
means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files
attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or
agent of the Corporation who is available to assist with accessing such files and information).


 


An “electronic mail
address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly
referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain
part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.


 


The term “person”
means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock
company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature,
and shall include any successor (by merger or otherwise) of such entity.


 


[Remainder of page intentionally
left blank.]


 






    26


     


    





 


Annex D


 


Terminated Agreements


 


		1.	Fifth Amended and Restated Investors’ Rights Agreement dated as of March 30, 2021 by and among the
Company, the holders of the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock, in each case listed on the signature pages thereto, any Additional
Purchaser (as defined therein), and the Management Holders (as defined therein)



 


		2.	Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of March 30, 2021 by
and among the Company and the holders of the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock, in each case listed on the signature pages thereto,
the Key Holders (as defined therein), and the Other Holders (as defined therein)



 


		3.	Fifth Amended and Restated Voting Agreement dated as of March 30, 2021 by and among the Company and the
holders of the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, and Series E Preferred Stock, in each case listed on the signature pages thereto, and the Stockholders (as defined
therein)