INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • March 31st, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Starry Group Holdings, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2021 • Starry Holdings, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 6, 2021, by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), Starry Holdings, Inc., a Delaware corporation (“Holdings”) and the undersigned subscriber (“Subscriber”).
as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral Agent INDENTURE Dated as of [●] [●]*% Convertible Senior Notes due [2026][2027]†Indenture • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of [●], between [●], a Delaware corporation, as issuer (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
SERIES Z SUBSCRIPTION AGREEMENTSeries Z Subscription Agreement • March 29th, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This SERIES Z SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 25, 2022, by and between Starry, Inc., a Delaware corporation (“Starry”), and each of the undersigned subscribers (each, a “Subscriber” and, collectively, the “Subscribers”).
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • October 7th, 2021 • Starry Holdings, Inc. • Blank checks • New York
INDENTURE, dated as of [ ● ], between [●], a Delaware corporation, as issuer (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE STARRY, INC. AMENDED AND RESTATEDIncentive Stock Option Agreement • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
Pursuant to the Starry, Inc. Amended and Restated 2014 Stock Option and Grant Plan (the “Plan”), Starry, Inc, a Delaware corporation (together with any successor thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Nonvoting Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated above (the “Underlying Shares,” and such shares once issued shall be referred to as the “Option Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the e
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2023 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 30, 2023 (this “Amendment”), is made by and among Starry, Inc., a Delaware corporation (the “Company” or “Borrower Representative”), the other Borrowers, the lenders listed on the signature pages hereto and ARROWMARK AGENCY SERVICES LLC, a Delaware limited liability company, in its capacity as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).
AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (together with its exhibits and schedules, this “Agreement”), dated as of May 11, 2021 (the “Effective Date”), is entered into by and among STARRY, INC., a Delaware corporation (“Starry”), and AEP VENTURES, LLC, a Ohio limited liability company (“AEP”). Each of Starry and AEP may be referred to herein as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 29th, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone)
THIS FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of March 28, 2022 by and among FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the individuals whose names and signatures are set forth on the signature page to this Amendment (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Group Holdings, Inc. (formerly Starry Holdings, Inc.), a Delaware corporation (“Pubco”), and Starry, Inc., a Delaware corporation (the “Company” and, collective with the Sponsors, SPAC and Pubco, the “Parties”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Sponsor Support Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER dated as of October 6, 2021 by and among FIRSTMARK HORIZON ACQUISITION CORP., SIRIUS MERGER SUB, INC., STARRY HOLDINGS, INC. and STARRY, INC.Agreement and Plan of Merger • October 7th, 2021 • Starry Holdings, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of October 6, 2021, is entered into by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Sirius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), Starry, Inc., a Delaware corporation (the “Company”), and Starry Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pubco”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
STARRY GROUP HOLDINGS, INC.Starry Group Holdings, Inc. • March 29th, 2022 • Telephone communications (no radiotelephone)
Reference is made to that certain Agreement and Plan of Merger, dated as of October 6, 2021 (as the same may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Sirius Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Starry Group Holdings, Inc. (f/k/a Starry Holdings, Inc.), a Delaware corporation (“Holdings”), and Starry, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among FIRSTMARK HORIZON ACQUISITION CORP., STARRY GROUP HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 28, 2022Assignment, Assumption and Amendment Agreement • March 31st, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated March 28, 2022, is made by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (the “SPAC”), Starry Group Holdings, Inc. (formerly Starry Holdings, Inc.), a Delaware corporation (“New Starry”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated October 5, 2020, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
FORM OF WAIVER AND AMENDMENT NO. 1 TO SERIES Z SUBSCRIPTION AGREEMENTSeries Z Subscription Agreement • March 29th, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone)
THIS WAIVER AND AMENDMENT NO. 1 TO SERIES Z SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Series Z Subscription Agreement, dated as of October 6, 2021 (the “Series Z Subscription Agreement”), by and among each of the undersigned subscribers (each, a “Subscriber”) and Starry, Inc., a Delaware corporation (“Starry”), is made as of March [ ⚫ ], 2022 by and among the Subscribers and Starry. Capitalized terms used, but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Series Z Subscription Agreement.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone)
THIS STRATEGIC ALLIANCE AGREEMENT (the “Agreement”) is entered into as of the 30th day of March, 2021 (the “Effective Date”), by and between Starry, Inc., a Delaware corporation (“Starry”), and QSI, Inc., a Delaware corporation (“QSI”). Starry and QSI may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • February 21st, 2023 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
SENIOR SECURED SUPER-PRIORITY PRIMING TERM LOAN DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of February [__], 2023 (this “Agreement”), among Starry Group Holdings, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company listed as a “Borrower” on the signature pages hereto (together with the Company and each other Person that executes a joinder hereto and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the Lenders party hereto from time to time and ArrowMark Agency Services LLC, a Delaware limited liability company, as Administrative Agent.
FORM OF SERIES Z SUBSCRIPTION AGREEMENTForm of Series Z Subscription Agreement • October 7th, 2021 • Starry Holdings, Inc. • Blank checks • New York
This SERIES Z SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 6, 2021, by and between Starry, Inc., a Delaware corporation (“Starry”), and each of the undersigned subscribers (each, a “Subscriber” and, collectively, the “Subscribers”).
MASTER SERVICES AGREEMENTMaster Services Agreement • January 14th, 2022 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • Massachusetts
This Master Services Agreement (“MSA”) is effective as of the date of the last signature on the signature page hereto (the “Effective Date”) by and between Starry, Inc. (“Starry”) and Abside Networks, Inc. (“Contractor”). Starry and Contractor may sometimes be referred to individually as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and representations, warranties and covenants contained in this MSA, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties agree as follows:
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 7th, 2021 • Starry Holdings, Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of October 6, 2021 by and among FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Holdings, Inc., a Delaware corporation (“Pubco”) and Starry, Inc., a Delaware corporation (the “Company” and, collectively with the Sponsors, SPAC and Pubco, the “Parties”).
Development AgreementDevelopment Agreement • January 14th, 2022 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This Development Agreement (“Agreement”) is entered into effective as of August 27, 2021 (the “Effective Date”), by and between Semiconductor Components Industries, LLC, a Delaware limited liability company with offices located at 5005 E. McDowell Road, Phoenix, Arizona, 85008 (dba “ON Semiconductor”), and Starry, Inc., a Delaware corporation with offices located at 38 Chauncy Street, Suite 200, Boston, Massachusetts, United States, 02111 (“Starry”). Each of ON Semiconductor and Starry may be referred to in this Agreement as a “Party” and together as the “Parties”.
FORM OF WAIVER AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone)
THIS WAIVER AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Subscription Agreement, dated as of October 6, 2021 (the “Subscription Agreement”), by and among the undersigned subscriber (the “Subscriber”), FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Starry Group Holdings, Inc. (f/k/a Starry Holdings, Inc.), a Delaware corporation (“Holdings”), is made as of March [ • ], 2022 by and among the Subscriber, the Company and Holdings. Capitalized terms used, but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement.
AMENDED AND RESTATED MASTER ACCESS AGREEMENTMaster Access Agreement • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This AMENDED AND RESTATED MASTER ACCESS AGREEMENT is made and entered into effective as of May 22, 2018 by and between Starry, Inc., a Delaware corporation (“Starry”), and Related Management Company, L.P., a New York limited partnership (“Related”). Starry and Related are referred to herein individually as a “Party” and collectively as the “Parties.”
WAIVER AND AMENDMENT NO. 1 TO SERIES Z SUBSCRIPTION AGREEMENTSeries Z Subscription Agreement • March 31st, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone)
THIS WAIVER AND AMENDMENT NO. 1 TO SERIES Z SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Series Z Subscription Agreement, dated as of October 6, 2021 (the “Series Z Subscription Agreement”), by and among each of the undersigned subscribers (each, a “Subscriber”) and Starry, Inc., a Delaware corporation (“Starry”), is made as of March 28, 2022 by and among the Subscribers and Starry. Capitalized terms used, but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Series Z Subscription Agreement.
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 31st, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March [•], 2022, is made by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Group Holdings, Inc., a Delaware corporation (“New Starry”), and the undersigned investor[, for and on behalf of itself and any investor account on behalf of which it is entering into this Agreement] (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (together with its exhibits and schedules, this “Amendment”), dated as of September 14, 2021 (the “Effective Date”), is entered into by and between STARRY, INC., a Delaware corporation (“Starry”), and AEP VENTURES, LLC, a Ohio limited liability company (“AEP”). Each of Starry and AEP may be referred to herein as a “Party” and collectively as the “Parties”.
Starry, Inc. 38 Chauncy Street Suite 200 Boston, MA 02111Starry Group Holdings, Inc. • March 31st, 2022 • Telephone communications (no radiotelephone) • Massachusetts
As discussed, your employment with Starry, Inc. (“Starry” or the “Company”) shall terminate effective September 21, 2020. This letter (the “Agreement”) summarizes the terms of your separation from employment and establishes an amicable arrangement under which you release the Company from any and all claims, and, in return, you receive severance pay and other benefits.
MANUFACTURING SERVICES AGREEMENT by and between STARRY, INC. and BENCHMARK ELECTRONICS, INC.Manufacturing Services Agreement • December 20th, 2021 • Starry Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This MANUFACTURING SERVICES AGREEMENT (the “Agreement”) is effective as of March 01, 2020 (the “Effective Date”), by and between STARRY, INC., a Delaware corporation having its principal place of business at 38 Chauncy Street, Suite 200, Boston, MA 02111 (“Customer”) and BENCHMARK ELECTRONICS, INC., a Texas corporation with offices located at 56 South Rockford Drive, Tempe, Arizona 85281, on behalf of itself and its Affiliates (“Benchmark”).
