RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 20, 2023, is entered into by and among the following parties:

(i) Starry Group Holdings, Inc. (“Holdings”); Starry, Inc.; Connect Everyone LLC.; Starry Installation Corp.; Starry (MA), Inc.; Starry Spectrum LLC; Testco LLC; Widmo Holdings LLC; Vibrant Composites Inc.; Starry Foreign Holdings Inc.; Starry PR Inc. and Starry Spectrum Holdings LLC (each, a “Company Entity” and collectively, the “Company”); and

(ii) the Prepetition Lenders that have executed and delivered counterpart signature pages to this Agreement or a Joinder Agreement to counsel for the Company (the “Consenting Prepetition Lenders”).

Each of the Company Entities and the Consenting Prepetition Lenders are referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Parties have in good faith and at arm’s length negotiated and agreed to certain restructuring transactions as set forth on the term sheet attached hereto as Exhibit A (the “Restructuring Term Sheet”) and the chapter 11 plan of reorganization attached hereto as Exhibit B (the “Plan”), including (a) a financial restructuring of the existing capital structure of the Company Entities (the “Restructuring”) whereby the Consenting Prepetition Lenders will receive equity in a newly formed limited liability company (“New Starry”) that will hold the equity of the Reorganized Debtors (subject to dilution by the Management Incentive Plan and Exit Facility Equity), or (b) a sale or sales of all of the assets or reorganized equity of the Company Entities to be implemented pursuant to section 363 or 1123 of the Bankruptcy Code (the “Sale Transaction” and, the process outlined therein, the “Sale Process”) and conducted pursuant to bidding procedures attached hereto as Exhibit C (the “Bidding Procedures”); provided, however, that no transaction or combination of transactions shall constitute a Sale Transaction that does not yield sufficient cash proceeds at closing to fully satisfy the Reserve Price;

WHEREAS, the Restructuring or Sale Transaction and the other transactions as described herein and in the Restructuring Term Sheet, the Plan, the DIP Credit Agreement, and the Bidding Procedures are to be consummated through voluntary reorganization cases (the “Chapter 11 Cases”) under the Bankruptcy Code in the Bankruptcy Court on the terms set forth in this Agreement (including the Restructuring Term Sheet, the Plan, the DIP Credit Agreement, and the Bidding Procedures);

WHEREAS, certain of the Consenting Prepetition Lenders and/or their affiliates have further agreed to consent to the use of Cash Collateral and to provide the Company with debtor-in-possession financing (the “DIP Facility”) pursuant to the credit agreement attached hereto as Exhibit D (the “DIP Credit Agreement”);

WHEREAS, as of the date hereof, the Consenting Prepetition Lenders hold, in the aggregate, approximately one hundred percent of the aggregate outstanding principal amount of the Prepetition Term Loans; and

WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Certain Definitions. As used in this Agreement, the following terms have the following meanings:

a. “Agreement” has the meaning set forth in the preamble hereto.

b. “Agreement Effective Date” means the date on which (i) counterpart signature pages to this Agreement shall have been executed and delivered by (A) each Company Entity, and (B) the Consenting Prepetition Lenders holding at least 66 2/3% of the aggregate outstanding principal amount of Prepetition Term Loans and (ii) the Company Entities have paid in full all reasonable, documented, and accrued fees and expenses of the Lender Advisors for which invoices are delivered to the Company Entities at least three Business Days before the satisfaction of Section 1.b(i) hereof.

c. “Alternative Transaction” means any reorganization, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring or similar transaction of or by any of the Company Entities, other than the transactions contemplated by and in accordance with this Agreement. For the avoidance of doubt, an Alternative Transaction shall not include (i) the Restructuring pursuant to the Plan, or (ii) pursuit of the Sale Process or a sale determined to be highest or otherwise best by the Company in accordance with the Bidding Procedures.

d. “Bankruptcy Code” means title 11 of the United States Code.

e. “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware.

f. “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the applicable Claims or Interests or the right to acquire such Claims or Interests.

g. “Bid Deadline” has the meaning set forth in Section 3 of this Agreement.

h. “Bidding Procedures” has the meaning set forth in the recitals to this Agreement.

i. “Bidding Procedures Motion” has the meaning set forth in Section 2 of this Agreement.

j. “Bidding Procedures Order” has the meaning set forth in Section 2 of this Agreement.

k. “Birch Grove” has the meaning set forth in the DIP Credit Agreement.

l. “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state of New York.

m. “Cash Collateral” has the meaning set forth set forth in section 363(a) of the Bankruptcy Code.

n. “Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.

o. “Claim” has the meaning ascribed to such term under section 101(5) of the Bankruptcy Code.

p. “Company” has the meaning set forth in the recitals to this Agreement.

q. “Company Advisors” means the Company’s advisors and professionals, including (i) PJT Partners LP, (ii) FTI Consulting, Inc., (iii) Xxxxxx & Xxxxxxx LLP, (iv) Young Xxxxxxx Stargatt & Xxxxxx XXX, and (v) Xxxxxxxx Xxxxxx Consultants LLC.

r. “Company Entity” has the meaning set forth in the recitals to this Agreement.

s. “Company Termination Event” has the meaning set forth in Section 7.b of this Agreement.

t. “Confidentiality Agreement” has the meaning set forth in Section 4.b(ii) of this Agreement.

u. “Consenting Prepetition Lender Termination Event” has the meaning set forth in Section 7.a of this Agreement.

v. “Consenting Prepetition Lenders” has the meaning set forth in the recitals to this Agreement.

w. “Debtors” means the Company Entities that commence Chapter 11 Cases.

x. “Definitive Documents” has the meaning set forth in Section 2 of this Agreement.

y. “DIP Consulting Lenders” means Consulting Lenders as defined in the DIP Credit Agreement.

z. “DIP Credit Agreement” has the meaning set forth in the recitals to this Agreement.

aa. “DIP Facility” has the meaning set forth in the recitals to this Agreement.

bb. “DIP Facility Documents” means, collectively, the DIP Credit Agreement, the DIP Motion, and the DIP Orders.

cc. “DIP Lender” means Lender as defined in the DIP Credit Agreement.

dd. “DIP Motion” has the meaning set forth in Section 2 of this Agreement.

ee. “DIP Orders” has the meaning set forth in Section 2 of this Agreement.

ff. “Disclosure Statement” means the disclosure statement filed in respect of the Plan.

gg. “Effective Date” means the date on which the transactions contemplated under the Restructuring Term Sheet have been consummated and the Plan has become effective.

hh. “Exit Facility” has the meaning set forth in the Restructuring Term Sheet.

ii. “Exit Facility Documents” means all agreements, documents, and instruments delivered or to be entered into in connection with the Exit Facility, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents.

jj. “Exit Facility Equity” means warrants to purchase common stock of New Starry to be issued in connection with the Exit Facility.

kk. “Final DIP Order” has the meaning set forth in Section 2 of this Agreement.

ll. “First Day Pleadings” means the first-day pleadings that the Company Entities determine are necessary or desirable to file with the Bankruptcy Court.

mm. “Interest” means an equity interest.

nn. “Interim DIP Order” has the meaning set forth in Section 2 of this Agreement.

oo. “Joinder Agreement” means the form of joinder agreement attached hereto as Exhibit E.

pp. “Lender Advisors” shall mean, collectively, (i) Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP, as counsel to the Prepetition Agent and certain Prepetition Lenders, (ii) AlixPartners, LLP, (iii) Xxxxxx Xxxxxxxx & Xxxxxxx LLP, and (iv) such other attorneys, financial advisors or professionals retained by the Prepetition Agent.

qq. “Management Incentive Plan” means, in the event of a Restructuring, a management incentive plan to be adopted by the board of New Starry (as defined in the Plan) within 120 calendar days after the Effective Date.

rr. “Mutual Termination Event” has the meaning set forth in Section 7.c of this Agreement.

ss. “Party(ies)” has the meaning set forth in the recitals to this Agreement.

tt. “Permitted Transfer” has the meaning set forth in Section 4.b of this Agreement.

uu. “Permitted Transferee” has the meaning set forth in Section 4.b of this Agreement.

vv. “Person” means an individual, firm, corporation (including any non-profit corporation), partnership, limited partnership, limited liability company, joint venture, association, trust, governmental entity, or other entity or organization.

ww. “Petition Date” means the date the Debtors commence the Chapter 11 Cases.

xx. “Plan” has the meaning set forth in the recitals to this Agreement.

yy. “Prepetition Agent” means ArrowMark Agency Services, LLC, as administrative agent under the Prepetition Credit Agreement.

zz. “Prepetition Credit Agreement” means that certain Credit Agreement, dated as of December 13, 2019 (as heretofore amended, amended and restated, supplemented or otherwise modified), among those certain Company Entities party thereto, the lenders and agents parties thereto, and the Prepetition Agent.

aaa. “Prepetition Lenders” means the lenders party from time to time to the Prepetition Credit Agreement.

bbb. “Prepetition Loan Documents” has the meaning set forth in the DIP Credit Agreement.

ccc. “Prepetition Term Loan Claim” means any Claim on account of the Prepetition Term Loans.

ddd. “Prepetition Term Loans” means the loans under the Prepetition Credit Agreement.

eee. “Qualified Bid” has the meaning set forth in the Bidding Procedures.

fff. “Reorganized Holdings” means Holdings as reorganized under the Plan.

ggg. “Representatives” means, with respect to any Person, such Person’s directors, officers, members, partners, managers, employees, agents, investment bankers, attorneys, accountants, advisors, and other representatives.

hhh. “Required DIP Lenders” means the Required Lenders as defined in the DIP Credit Agreement.

iii. “Required Consenting Lenders” means (i) the Required DIP Lenders and (ii) the Prepetition Lenders holding at least two-thirds of the aggregate outstanding principal amount of Prepetition Term Loans.

jjj. “Reserve Price” means a purchase price of $170,000,000 for the Debtors’ assets or reorganized equity.

kkk. “Restructuring Term Sheet” has the meaning set forth in the recitals to this Agreement.

lll. “Sale Order” has the meaning set forth in Section 2 of this Agreement.

mmm. “Sale Process” has the meaning set forth in the recitals to this Agreement.

nnn. “Sale Transaction” has the meaning set forth in the recitals to this Agreement.

ooo. “Support Period” means, with respect to any Party, the period commencing on the Agreement Effective Date and ending on the earlier of (i) the date on which this Agreement is terminated by or with respect to such Party in accordance with Section 7 hereof and (ii) the Effective Date.

ppp. “Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Section 7 hereof.

qqq. “Termination Events” has the meaning set forth in Section 7.d of this Agreement.

rrr. “Transfer” has the meaning set forth in Section 4.b of this Agreement.

sss. “U.S. Person” means an individual with United States citizenship and without dual citizenship, or an entity formed in the United States or its territories

ttt. “Wind-Down Budget” means a budget for the reasonable activities and expenses to be incurred in the event of a Sale Transaction in winding down the Chapter 11 Cases.

2. Definitive Documents.

a. The definitive documents, including any material amendments, supplements or modifications thereof approved in accordance with the terms of this Agreement (the “Definitive Documents”), with respect to the Restructuring and/or Sale Transaction are (as applicable): (i) the Plan (including any exhibits or supplement(s) filed with respect thereto); (ii) the Disclosure Statement (including any exhibits thereto); (iii) this Agreement; (iv) the Bidding Procedures; (v) the motion seeking approval of the Bidding Procedures (the “Bidding Procedures Motion”); (vi) the final order granting the Bidding Procedures Motion (the “Bidding Procedures Order”); (vii) any order approving the Sale Transaction in accordance with the Bidding Procedures (the “Sale Order”); (viii) any order of the Bankruptcy Court approving the Disclosure Statement and solicitation materials (the “Disclosure Statement Order”); (ix) any order confirming the Plan (including any motion or other pleadings related to the Plan) (the “Confirmation Order”); (x) the DIP Credit Agreement (including any amendments, modifications, or supplements thereto); (xi) any motions filed with the Bankruptcy Court seeking approval of the DIP Facility and the DIP Credit Agreement (the “DIP Motion”); (xii) the interim and final DIP orders (the “Interim DIP Order,” the “Final DIP Order,” and collectively, the “DIP Orders”); (xiii) the Wind-Down Budget; and (xiv) all documents related to the Exit Facility, including the Exit Facility Documents. The term sheet in respect of the Exit Facility is attached hereto as Exhibit F.

b. Each Definitive Document, including all exhibits, annexes, schedules and material amendments, supplements or modifications thereof relating to such Definitive Documents, shall be consistent with this Agreement and otherwise in form and substance acceptable to the Company and the Lender Advisors.

c. Notwithstanding anything otherwise set forth herein, the Parties agree to take reasonable steps to amend any of the Definitive Documents to remedy any defect identified by the Bankruptcy Court, including, in the case of the Plan, any defect that may render the Plan not likely to be confirmed.

d. The Company shall provide to the Lender Advisors copies of all First Day Pleadings, including supporting declarations, exhibits, and proposed orders, that the Company intends to file with the Bankruptcy Court, which First Day Pleadings shall be in form and substance acceptable to the Lender Advisors.

3. Milestones.

The Company shall implement the Restructuring and Sale Process in accordance with the following milestones (the “Milestones”) unless extended or waived in writing (with email from counsel being sufficient to evidence the same) by the Prepetition Agent:

a. Milestones for Marketing and Auction Process.

(i) The Company Entities shall have filed a motion to approve the Bidding Procedures and implement a Sale Transaction as contemplated therein with the Bankruptcy Court on the Petition Date.

(ii) The Company Entities shall have obtained the Bankruptcy Court’s approval of the Bidding Procedures on or before the day that is 30 calendar days after the Petition Date.

(iii) The deadline for qualified bids submitted pursuant to the Bidding Procedures shall occur on or before the day that is 50 calendar days after the Petition Date (the “Bid Deadline”).

(iv) The Company Entities shall have commenced the Auction, if any, on or before the day that is five calendar days after the Bid Deadline.

(v) If a Sale Transaction will occur other than a sale pursuant to the Plan, the Bankruptcy Court shall have entered the Sale Order on or before the day that is three Business Days after the Auction concludes.

(vi) If a Sale Transaction will occur other than pursuant to the Plan, the Company Entities shall have submitted an application to the FCC for approval of the transfer of all applicable licenses on or before the day that is seven calendar days after the Sale Order is entered.

(vii) If a Sale Transaction will occur other than pursuant to the Plan, all conditions to closing of the Sale Transaction, other than FCC approval, shall have been satisfied on or before the day that is 15 calendar days after entry of the Sale Order, and FCC approval shall have been received on or before the day that is 90 calendar days after entry of the Sale Order.

b. Milestones for Plan Confirmation.

(i) The Company Entities shall have filed the Plan and Disclosure Statement with the Bankruptcy Court on the Petition Date.

(ii) The Company Entities shall have obtained the Bankruptcy Court’s approval of the Disclosure Statement and the process for solicitation of votes and noticing of Plan confirmation on or before the day that is 45 calendar days after the Petition Date.

(iii) If no Qualified Bid is received on or before the Bid Deadline, the Company Entities shall have submitted an application to the FCC for approval of the transfer of all applicable licenses on or before the day that 10 calendar days after the Bid Deadline. If a Sale Transaction will occur pursuant to the Plan, the Company Entities shall have submitted an application to the FCC for approval of the transfer of all applicable licenses on or before the day that is 10 calendar days after the Auction concludes.

(iv) The Bankruptcy Court shall have entered the Confirmation Order on or before the day that is 80 calendar days after the Petition Date.

(v) The Effective Date of the Plan shall have occurred as to each of the Company Entities on or before the day that is 45 calendar days after the entry of the Confirmation Order.

c. Milestones for DIP Financing.

(i) The Company Entities shall have filed the DIP Motion with the Bankruptcy Court on the Petition Date.

(ii) The Company Entities shall have obtained the Bankruptcy Court’s approval of the Interim DIP Order on or before the day that is three Business Days after the Petition Date.

(iii) The Company Entities shall have obtained the Bankruptcy Court’s approval of the Final DIP Order on or before the day that is 35 calendar days after the Petition Date.

4. Agreements of the Consenting Prepetition Lenders.

a. Restructuring Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Prepetition Xxxxxx agrees, severally and not jointly, that it shall:

(i) consult and negotiate in good faith with the Company, its Representatives, other Consenting Prepetition Lenders and their respective Representatives, and use commercially reasonable efforts to execute, perform its obligations under, and consummate the transactions contemplated by, the Definitive Documents to which it is or will be a party or for which its approval or consent is required, including, to the extent necessary or appropriate, directing the administrative and/or collateral agents under the Prepetition Loan Documents and/or DIP Facility to effectuate the transactions contemplated herein;

(ii) use commercially reasonable efforts to support and not object to the Restructuring and/or the Sale Process, including the other transactions contemplated by this Agreement, the Restructuring Term Sheet, the DIP Credit Agreement, and the other Definitive Documents, and use commercially reasonable efforts to take any reasonable action necessary or reasonably requested by the Company in a timely manner to effectuate the Restructuring and/or the Sale Process, including the transactions contemplated by the Restructuring Term Sheet and/or the other Definitive Documents, in a manner consistent with this Agreement, including the timelines set forth herein;

(iii) not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter or participate in any discussions or any agreement with any non-Party regarding any Alternative Transaction; provided, that nothing in this clause (iii) shall affect any rights, if any, of the Consenting Prepetition Lenders set forth in Section 10 of this Agreement;

(iv) use commercially reasonable efforts to cooperate with and assist the Company Entities in obtaining additional support for the Restructuring and/or the Sale Process from the Company Entities’ other creditors and interest holders;

(v) support and not object to the DIP Motion and entry of the DIP Orders in accordance with this Agreement;

(vi) support and not object to the Plan or the Sale Process, the Bidding Procedures Motion, or entry of the Disclosure Statement Order, the Confirmation Order, and/or the Sale Order;

(vii) vote all Claims beneficially owned by such Consenting Prepetition Lender or for which it is the nominee, investment manager, or advisor for beneficial holders thereof, to accept the Plan in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying voting materials, and return a duly-executed ballot in connection therewith no later than the applicable deadline set forth in the Disclosure Statement Order (and not change, withdraw, or revoke any such vote);

(viii) not, directly or indirectly, encourage any other Person to, directly or indirectly, (A) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the acceptance, implementation, or consummation of the Restructuring and/or the Sale Process and the transactions contemplated in this Agreement on the terms set forth in this Agreement, the Restructuring Term Sheet, the DIP Credit Agreement, the Plan, the Bidding Procedures, and any other applicable Definitive Document, including commencing or joining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Company Entity or any subsidiary thereof; (B) solicit, negotiate, propose, file, support, enter into, consummate, file with the Bankruptcy Court, vote for, or otherwise knowingly take any other action in furtherance of any restructuring, workout, plan of arrangement, or chapter 11 plan for the Company (except the Plan pursued in compliance with this Agreement); (C) exercise any right or remedy for the enforcement, collection, or recovery of any claim against the Company or any direct or indirect subsidiaries of the Company that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement and the Plan or (D) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Company that are consistent with this Agreement;

(ix) at the reasonable request of the Company, timely oppose, including by filing a joinder, any objections filed with the Bankruptcy Court to entry of the DIP Orders, the Bidding Procedures Order, the Disclosure Statement Order, the Confirmation Order, and/or the Sale Order that are also opposed by the Debtors in a timely pleading filed with the Bankruptcy Court;

(x) support and take all commercially reasonable actions reasonably requested by the Company to facilitate the implementation and consummation of the Restructuring and/or the Sale Process;

(xi) not direct any administrative agent, collateral agent, or other such agent or trustee (as applicable) to take any action inconsistent with such Consenting Prepetition Lender’s obligations under this Agreement, and, if any applicable administrative agent, collateral agent, or other such agent or trustee (as applicable) takes any action inconsistent with such Consenting Prepetition Lender’s obligations under this Agreement, such Consenting Prepetition Lender shall use its commercially reasonable efforts to direct such administrative agent, collateral agent, or other such agent or trustee (as applicable) to cease and refrain from taking any such action;

(xii) to the extent any legal or structural impediment arises that would prevent, hinder or delay the consummation of the Restructuring and/or the Sale Process, negotiate with the Consenting Prepetition Lenders and the Debtors in good faith appropriate additional or alternative provisions to address any such impediment; or

(xiii) not directly or indirectly seek that the Company have an audit.

Notwithstanding the foregoing, nothing in this Agreement shall (i) be construed to prohibit any Consenting Prepetition Lender from appearing as a party-in-interest in any matter arising in the Chapter 11 Cases and (ii) be construed to prohibit any Consenting Prepetition Lender from enforcing any right, remedy, condition, consent, or approval requirement under this Agreement or any Definitive Document.

b. Transfers.

During the Support Period, each Consenting Prepetition Lender agrees, solely with respect to itself, that it shall not sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, donate, permit the participation in, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions) (each, a “Transfer”) any ownership (including any beneficial ownership) interest in its Claims against, or Interests in, any Company Entity or any assets or properties thereof, or any option thereon or any right or interest therein (including by granting any proxies or depositing any interests in such Claims or Interests into a voting trust or by entering into a voting agreement with respect to such Claims or Interests), unless (i) the intended transferee is a U.S. Person and (ii)(A) the intended transferee is another Consenting Prepetition Lender, (B) as of the date of such Transfer, the Consenting Prepetition Lender controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor as such transferee, or (C) with the consent of the Prepetition Agent (not to be unreasonably withheld or delayed), the intended transferee executes and delivers to counsel to the Company an executed Joinder Agreement before such Transfer is effective (it being understood that any Transfer shall not be effective as against the Company until notification of such Transfer and a copy of the executed Joinder Agreement (if applicable) is received by counsel to the Company) (each such transfer, a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”). Upon satisfaction of the foregoing requirements in this Section 4.b, (x) the Permitted Transferee shall be deemed to be a Consenting Prepetition Lender hereunder to the same extent as such Permitted Transferee’s transferor, and, for the avoidance of doubt, a Permitted Transferee is bound as a Consenting Prepetition Lender under this Agreement with respect to any and all Claims against, or Interests in, any of the Company Entities, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and each Permitted Transferee is deemed to make all of the representations and warranties of a Consenting Prepetition Lender set forth in this Agreement and (y) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations.

(i) This Agreement shall in no way be construed to preclude the Consenting Prepetition Lenders from acquiring additional Claims against, or Interests in, any Company Entity; provided, that (A) if any Consenting Prepetition Lender acquires additional Claims against, or Interests in, any Company Entity during the Support Period, such Consenting Prepetition Lender shall report its updated holdings to the Lender Advisors and the Company within five Business Days of such acquisition, which notice may be deemed to be provided by the filing of a statement

with the Bankruptcy Court as required by Rule 2019 of the Federal Rules of Bankruptcy Procedures, if necessary, as determined by the Lender Advisors in their sole discretion, including revised holdings information for such Consenting Prepetition Lender, and (B) any acquired Claims or Interests shall automatically and immediately upon acquisition by a Consenting Prepetition Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given).

(ii) This Section 4.b shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Prepetition Lender to Transfer any Claim. Notwithstanding anything to the contrary herein, to the extent the Company and another Party have entered into a separate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreement.

(iii) Any Transfer made in violation of this Section 4.b shall be void ab initio.

(iv) Notwithstanding anything to the contrary in this Section 4, the restrictions on Transfer set forth in this Section 4.b shall not apply to the grant of any liens or encumbrances on any Claims and Interests in favor of a bank or broker-dealer holding custody of such Claims and Interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Claims and Interests.

(v) The Company understands that the Consenting Prepetition Lenders are engaged in a wide range of financial services and businesses and, in furtherance of the foregoing, the Company acknowledges and agrees that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Prepetition Lender that principally manage and/or supervise the Consenting Prepetition Lender’s investment in the Company, and shall not apply to any other trading desk or business group of the Consenting Prepetition Lender, so long as they are not acting at the direction or for the benefit of such Consenting Prepetition Lender or in connection with such Xxxxxx’s investment in the Company.

5. Additional Provisions Regarding Consenting Prepetition Lender Commitments.

Notwithstanding anything to the contrary herein, nothing in this Agreement shall:

a. affect the ability of any Consenting Prepetition Lender to consult with any other Consenting Prepetition Lender, the Company Entities, or any other party in interest in the Chapter 11 Cases (including any official committee or the United States Trustee);

b. impair or waive the rights of any Consenting Prepetition Lender to assert or raise any objection permitted under this Agreement in connection with the Restructuring and/or the Sale Process;

c. prevent any Consenting Prepetition Lender from enforcing this Agreement or any other Definitive Document (to the extent it has rights thereunder), or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such documents;

d. prevent any Consenting Prepetition Lender from taking any customary perfection step or other action as is necessary to preserve or defend the validity or existence of its Claims and Interests in the Company (including the filing of proofs of claim);

e. require that any Consenting Prepetition Lender give any notice, order, instruction, or direction to any administrative agent, collateral agent, or indenture trustee (as applicable) or other such agent or trustee if the Consenting Prepetition Lenders are required to incur any out-of-pocket costs or provide any indemnity in connection therewith; or

f. with respect to the DIP Facility or the DIP Facility Documents, (i) be construed to prohibit any Consenting Prepetition Lender, if applicable, from enforcing any right, remedy, condition, consent, or approval requirement under any DIP Facility Document and (ii) impair or waive the rights of any Consenting Prepetition Lender, if applicable, to assert or raise any objection permitted under the DIP Facility Documents in connection with the DIP Facility.

6. Agreements of the Company.

a. Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including Section 10 of this Agreement), the Company agrees that it shall, and shall cause each of its subsidiaries, to:

(i) implement the Restructuring and/or the Sale Process in accordance with the terms and conditions set forth herein;

(ii) implement and consummate the Restructuring and/or the Sale Transaction in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Restructuring and/or the Sale Process, as contemplated under this Agreement;

(iii) upon reasonable request, inform the Lender Advisors as to: (A) the material business and financial (including liquidity) performance of the Company Entities; and (B) the status of obtaining any necessary or desirable authorizations (including consents) from each Consenting Prepetition Lender, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange;

(iv) without interfering with the Restructuring and/or the Sale Process, (A) support and take all commercially reasonable actions necessary and appropriate, including those actions reasonably requested by the Required Consenting Lenders or the Prepetition Agent to facilitate the Restructuring and/or the Sale Transaction, and the other transactions contemplated thereby, in accordance with this Agreement within the timeframes contemplated herein; (B) not take any action directly or indirectly that is materially inconsistent with, or is intended to, or that would reasonably be expected to prevent, interfere with, delay, or impede, the Restructuring and/or the Sale Transaction, or any Definitive Document; (C) not, nor encourage any other person to, take

any action which would reasonably be expected to breach or otherwise be inconsistent with this Agreement in any material respect or materially delay or impede, appeal, or take any other negative action, directly or indirectly, to materially interfere with the Restructuring and/or the Sale Transaction, or any Definitive Document; and (D) seek approval from the Bankruptcy Court of the Bidding Procedures, the DIP Orders, the Disclosure Statement Order, the Confirmation Order, and/or the Sale Order and within the timeframes contemplated in this Agreement;

(v) maintain good standing under the laws of the state or other jurisdiction in which each Company Entity or subsidiary is incorporated or organized;

(vi) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring and/or the Sale Process contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment and to effectuate the Restructuring in accordance with this Agreement;

(vii) not take any action, and not encourage any other person or entity to, take any action, directly or indirectly, that would reasonably be expected to breach or otherwise be inconsistent with this Agreement, or take any other action, directly or indirectly, that would reasonably be expected to interfere with the implementation of the Restructuring and/or the Sale Process or the Agreement;

(viii) provide to the Lender Advisors draft copies of all Definitive Documents and all other pleadings, motions, declarations, supporting exhibits and proposed orders and any other material document that the Company intends to file with the Bankruptcy Court, to the extent reasonably practicable, at least three calendar days prior to the date when the Company intends to file or execute such documents and consult in good faith with such counsel regarding the form and substance of such documents;

(ix) timely file a formal objection, in form and substance reasonably acceptable to the Consenting Prepetition Lenders, to any motion or request filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases;

(x) support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring and/or the Sale Transaction and to cooperate with any efforts undertaken by the Consenting Prepetition Lenders with respect to obtaining any required regulatory or third-party approvals in connection with the Restructuring and/or the Sale Process; actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring and/or the Sale Transaction (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary to facilitate implementation of the Restructuring and/or the Sale Process;

(xi) consult and negotiate in good faith with the Consenting Prepetition Lenders and the Lender Advisors regarding the execution of Definitive Documents and the implementation of the Restructuring and/or the Sale Process;

(xii) timely file a formal objection, in form and substance reasonably acceptable to the Consenting Prepetition Lenders, to any motion or request filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization;

(xiii) provide prompt written notice to the Lender Advisors during the Support Period (A) of the occurrence of a Termination Event; or (B) if any person has challenged the validity or priority of, or has sought to avoid, any lien securing the Prepetition Term Loans pursuant to a pleading filed with the Bankruptcy Court;

(xiv) inform the Consenting Prepetition Lenders promptly after becoming aware of: (i) any matter or circumstance which they know, or believe is likely, to be a material impediment to the implementation or consummation of the Restructuring and/or the Sale Process; (ii) any notice of any commencement of any material involuntary insolvency proceedings, legal suit for payment of debt, or securement of security from or by any person in respect of any Company Entity; (iii) a material breach of this Agreement by any Company Entity; and (iv) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made;

(xv) use commercially reasonable efforts to seek additional support for the Restructuring and/or the Sale Process from their other material stakeholders to the extent the Company deems reasonably prudent; and

(xvi) not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter into any agreement with any non-Party regarding, any Alternative Transaction; provided that, if the Company receives a written or oral proposal or expression of interest regarding any Alternative Transaction, the Company shall notify (email being sufficient) the Lender Advisors of any such proposal or expression of interest, including the material terms thereof, no later than 48 hours after the receipt of any such proposal or expression of interest.

b. Negative Covenants. The Company agrees that, for the duration of the Support Period, the Company shall not:

(i) take any action materially inconsistent with, or omit to take any material action required by, this Agreement, the Restructuring and/or the Sale Transaction, or any of the other Definitive Documents; provided, that nothing in this Section 6.b shall prohibit the Company from discussing or responding to diligence requests in connection with any challenge to the validity, perfection, or priority of the liens securing the Prepetition Term Loans permitted under the DIP Orders;

(ii) object to, delay, impede, or take any other action or inaction that could reasonably be expected to materially interfere with or prevent acceptance, approval, implementation, or consummation of the Restructuring and/or the Sale Process;

(iii) except as agreed by the Required Consenting Lenders after consulting with the DIP Consulting Lenders, file any pleading, motion, declaration, supporting exhibit or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or other Definitive Documents, or that could reasonably be expected to frustrate or materially impede the implementation and consummation of the Restructuring and/or the Sale Process, is inconsistent with the Restructuring Term Sheet, the Bidding Procedures, the DIP Orders, the DIP Credit Agreement, or the Plan, in any material respect, or which is otherwise in substance not reasonably satisfactory to the Required Consenting Lenders after consulting with the DIP Consulting Lenders; provided that, for the avoidance of doubt, the Parties understand and agree that (A) the Plan attached hereto as Exhibit B, (B) the Bidding Procedures attached hereto as Exhibit C, (C) the DIP Credit Agreement attached hereto as Exhibit D, and (D) the form of Disclosure Statement, Bidding Procedures Motion, Bidding Procedures Order, the DIP Motion, and the Interim DIP Order provided to the Lender Advisors on or about February 19, 2023 are reasonably satisfactory to the Required Consenting Lenders; or

(iv) except as provided in the Restructuring, the Sale Process, or the Bidding Procedures, engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the transactions contemplated herein.

Notwithstanding anything herein to the contrary, the provisions hereof shall not restrict the Company’s rights under Section 10 hereof.

7. Termination of Agreement.

a. Consenting Prepetition Lender Termination Events. This Agreement may be terminated with respect to the Consenting Prepetition Lenders by the Required Consenting Lenders by the delivery to the Company, its counsel and the Lender Advisors of a written notice in accordance with Section 22 hereof upon the occurrence and continuation of any of the following events (each, a “Consenting Prepetition Lender Termination Event”):

(i) the breach by any Company Entity of (A) any affirmative or negative covenant contained in this Agreement or (B) any other obligations of such breaching Company Entity set forth in this Agreement, in each case, in any material and intentional respect;

(ii) the breach by any Company Entity of (A) any affirmative or negative covenant contained in this Agreement, or (B) any other obligations of such breaching Company Entity set forth in this Agreement, in each case, in any immaterial or unintentional respect and which breach remains uncured (to the extent curable) for a period of five Business Days following the Company’s receipt of notice from the Required Consenting Lenders, as applicable, pursuant to Section 22 hereof;

(iii) any representation or warranty in this Agreement made by any Company Entity shall have been untrue in any material respect when made and such breach remains uncured (to the extent curable) for a period of five Business Days following the Company’s receipt of notice from the Required Consenting Lenders, as applicable, pursuant to Section 22 hereof;

(iv) any Company Entity files any motion, pleading, or related document with the Bankruptcy Court that is immaterially inconsistent with this Agreement, the Restructuring Term Sheet, the Bidding Procedures, the DIP Orders, the DIP Credit Agreement, or the other Definitive Documents and such motion, pleading, or related document has not been withdrawn within five Business Days following the Company’s receipt of notice from the Required Consenting Lenders, as applicable, pursuant to Section 22 hereof that such motion, pleading, or related document is immaterially inconsistent with this Agreement;

(v) any Company Entity files any motion, pleading, or related document with the Bankruptcy Court that is materially inconsistent with this Agreement, the Restructuring Term Sheet, the Bidding Procedures, the DIP Orders, the DIP Credit Agreement, or the other Definitive Documents;

(vi) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of one or more rulings, judgments, or orders enjoining, or denying the grant of any approval or consent to, collectively, the Restructuring and the Sale Transaction or the consummation of any material portion of the Restructuring and the Sale Process or rendering illegal any material portion thereof, and either (A) such ruling(s), judgment(s), or order(s) have been issued at the request of or with the acquiescence of any Company Entity, or (B) in all other circumstances, such ruling(s), judgment(s), or order(s) have not been reversed, vacated or stayed within ten calendar days after such issuance; provided that this termination right may not be exercised by any Consenting Prepetition Lender who sought or requested such ruling(s) or order(s) in contravention of any obligation set forth in this Agreement;

(vii) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Restructuring and/or the Sale Transaction incapable of consummation on the terms set forth in this Agreement;

(viii) without the prior consent of the Required Consenting Lenders after consulting with the DIP Consulting Lenders, the Company (A) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect except as consistent with this Agreement; (B) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the preceding clause; (C) files an answer admitting the material allegations of a petition filed against it in any proceeding; (D) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee,

custodian, sequestrator, conservator or similar official, trustee or an examiner pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases; (E) makes a general assignment or arrangement for the benefit of creditors; or (F) takes any corporate action for the purpose of authorizing any of the foregoing;

(ix) any Company Entity files or supports (or fails to timely object to) another party in filing (A) a motion, application, pleading, or proceeding challenging the amount, validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any Claims held by any Consenting Prepetition Lender against the Company; (B) any plan of reorganization, liquidation, dissolution, administration, moratorium, receivership, winding up, bankruptcy, or sale of all or substantially all of the Company’s assets other than as contemplated by this Agreement; (C) a motion, application, pleading or proceeding asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting Prepetition Lenders; or (D) takes any corporate action for the purpose of authorizing any of the foregoing;

(x) any Company Entity (A) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official with respect to any Company Entity or for a substantial part of such Company Entity’s assets; (B) makes a general assignment or arrangement for the benefit of creditors; or (C) takes any corporate action for the purpose of authorizing any of the foregoing;

(xi) the Bankruptcy Court enters an order providing relief against any Consenting Prepetition Lender with respect to any of the causes of action or proceedings specified in Section 7.a(viii)(A) or (C);

(xii) any Definitive Document filed by the Company, or any related order entered by the Bankruptcy Court, in the Chapter 11 Cases, is immaterially inconsistent with the terms and conditions set forth in this Agreement or is otherwise not in accordance with this Agreement in any immaterial respect, and such event remains uncured (to the extent curable) for a period of five Business Days following the Company’s receipt of notice from the Required Consenting Lenders, as applicable, pursuant to Section 22 hereof;

(xiii) (A) any Definitive Document filed by the Company, or any related order entered by the Bankruptcy Court, in the Chapter 11 Cases, is inconsistent with the terms and conditions set forth in this Agreement or is otherwise not in accordance with this Agreement in any material respect, or (B) any of the terms or conditions of any of the Definitive Documents is waived, amended, supplemented, or otherwise modified without the prior written consent of the Lender Advisors; for the avoidance of doubt, the filing of any plan, proposed bidding procedures, or proposed interim order approving debtor-in-possession financing and/or the use of cash collateral that differs materially from the Plan, Bidding Procedures, and the Interim DIP Order in form or substance agreed to by the Lender Advisors, shall constitute a termination event contemplated by (A) above;

(xiv) any of the Milestones have not been achieved, extended, or waived after the required date for achieving such Milestone, unless such failure is the result of any act, omission or delay on the part of a Consenting Prepetition Lender in violation of its obligations under this

Agreement (in which case this Consenting Prepetition Lender Termination Event shall not be available as a basis for termination of this Agreement);

(xv) the Debtors enter into any commitment or agreement to receive or obtain, or the Bankruptcy Court enters any order approving, debtor in possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated in the DIP Facility or any of the DIP Orders or the Debtors incur any liens or claims that are made senior to, or pari passu with, the liens and claims granted pursuant to the DIP Facility Documents;

(xvi) any of the orders approving the Definitive Documents are reversed, dismissed, stayed, vacated or reconsidered or modified or amended in a manner materially adverse to the Consenting Prepetition Lenders without the consent of the Lender Advisors;

(xvii) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable;

(xviii) entry of a final order that grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any asset that, to the extent such relief were granted, would have a material adverse effect on the consummation of the Restructuring and/or the Sale Process;

(xix) the occurrence of the DIP Termination Date in accordance with the DIP Orders; or

(xx) the Company (i) announces in writing or on the record in the Bankruptcy Court its intention not to support the Restructuring and/or the Sale Transaction, (ii) provides notice to the Lender Advisors pursuant to Section 10 of this Agreement, or (iii) announces in writing or on the record in the Bankruptcy Court, or executes a definitive written agreement with respect, to an Alternative Transaction.

b. Company Termination Events. This Agreement may be terminated by the Company by the delivery to the Consenting Prepetition Lenders (or counsel on their behalf) of a written notice in accordance with Section 22 hereof, upon the occurrence and continuation of any of the following events (each, a “Company Termination Event”):

(i) the breach in any material respect by one or more of the Consenting Prepetition Lenders of any of the representations, warranties, or covenants of such Consenting Prepetition Lender(s) set forth in this Agreement, which breach remains uncured for a period of ten Business Days after the receipt by the applicable Consenting Prepetition Lender from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach; provided that such breach shall not constitute a Company Termination Event in the event non-breaching Consenting Prepetition Lenders hold 66 2/3% or more of Prepetition Term Loan Claims at the time of such breach;

(ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the

consummation of or rendering illegal the Restructuring or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of (or agreement by) a Consenting Prepetition Lender, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within 30 calendar days after such issuance; provided that this termination right may not be exercised by the Company if any Company Entity sought or requested such ruling or order in contravention of any obligation set forth in this Agreement;

(iii) Consenting Prepetition Lenders fail to own at least 66 2/3% in aggregate principal amount outstanding of the Prepetition Term Loans;

(iv) the occurrence of the DIP Termination Date in accordance with the DIP Orders;

(v) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Restructuring and/or the Sale Transaction incapable of consummation on the terms set forth in this Agreement;

(vi) the board of directors or managers or similar governing body, as applicable, of any Company Entity determines (after consulting with counsel) (A) that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law or (B) in the exercise of its fiduciary duties to pursue an Alternative Transaction;

(vii) the Bankruptcy Court enters an order denying the Restructuring and/or the Sale Transaction and such order remains in effect for seven Business Days after entry of such order;

(viii) the Sale Order or the Confirmation Order is reversed or vacated; or

(ix) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.

c. Mutual Termination. This Agreement may be terminated in writing by mutual agreement of the Company Entities and the Required Consenting Lenders after consulting with the DIP Consulting Lenders (a “Mutual Termination Event”).

d. Automatic Termination. This Agreement shall terminate automatically without any further required action or notice upon the occurrence of the Effective Date (collectively with the Consenting Prepetition Lender Termination Events, the Company Termination Events, and the Mutual Termination Event, the “Termination Events”).

e. Effect of Termination. Upon any termination of this Agreement in accordance with this Section 7, this Agreement shall forthwith become null and void and of no further force or effect

as to any Party, and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions that it would have been entitled to take had it not entered into this Agreement; provided that in no event shall any such termination relieve a Party from liability for its breach or non-performance of its obligations hereunder that arose prior to the date of such termination or any obligations hereunder that expressly survive termination of this Agreement under Section 16 hereof, and provided further, that notwithstanding anything to the contrary herein, the right to terminate this Agreement under this Section 7 shall not be available to any Party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the occurrence of the applicable Termination Event. Upon the termination of this Agreement that is limited in its effectiveness as to an individual Party or Parties in accordance with this Section 7: (i) this Agreement shall become null and void and of no further force or effect with respect to the terminated Party or Parties, who shall be immediately released from its or their liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it or they would have had and such Party or Parties shall be entitled to take all actions that it or they would have been entitled to take had it or they not entered into this Agreement; provided, the terminated Party or Parties shall not be relieved of any liability for breach or non-performance of its or their obligations hereunder that arose prior to the date of such termination or any obligations hereunder that expressly survive termination of this Agreement under Section 16 hereof; and (ii) this Agreement shall remain in full force and effect with respect to all Parties other than the terminated Party or Parties. Nothing in this Agreement shall be construed as prohibiting the Company or any of the Consenting Prepetition Lenders from contesting whether any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of the Company or the ability of the Company to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Prepetition Lender, if any, and (b) any right of any Consenting Prepetition Lender, or the ability of any Consenting Prepetition Lender, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against the Company or another Consenting Prepetition Lender, if any. No purported termination of this Agreement shall be effective under this if the Party seeking to terminate this Agreement is in material breach of this Agreement. The Company acknowledges that, after the Petition Date, the giving of notice of termination by any Party pursuant to this Agreement shall not be considered a violation of the automatic stay of section 362 of the Bankruptcy Code.

8. Definitive Documents; Good Faith Cooperation; Further Assurances.

Subject to the terms and conditions described herein, during the Support Period, each Party, severally and not jointly, hereby covenants and agrees to reasonably cooperate with each other in good faith in connection with, as applicable, the negotiation, drafting, execution (to the extent such Party is a party thereto), consummation, and delivery of the Definitive Documents. Furthermore, subject to the terms and conditions hereof, each of the Parties shall take such action as may be

reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings.

9. Representations and Warranties.

a. Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof (or, in the case of any Consenting Prepetition Lender who becomes a party hereto after the date hereof, as of the date such Consenting Prepetition Lender becomes a party hereto):

(i) such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership, or other similar action on its part;

(ii) the execution, delivery, and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it, its charter, or bylaws (or other similar governing documents); or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it is a party (provided, however, that with respect to the Company, it is understood that commencing the Chapter 11 Cases may result in a breach of or constitute a default under such obligations);

(iii) this Agreement is, and each of the other Definitive Documents to which such Party is a party prior to its execution and delivery will be, duly authorized;

(iv) except as expressly provided in this Agreement or the Bankruptcy Code, the execution, delivery, and performance by such Party of this Agreement does not and will not require any registration or filing with, consent or approval of or notice to, or other action with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary and/or required by the Bankruptcy Court; and

(v) this Agreement, and each of the Definitive Documents to which such Party is a party will be following execution and delivery thereof, is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

b. Each Consenting Prepetition Lender severally (and not jointly) represents and warrants to the Company that, as of the date hereof (or, if later, as of the date such Consenting Prepetition Lender becomes a party hereto), (i) such Consenting Prepetition Lender is the beneficial owner of (or investment manager, advisor, or subadvisor to one or more beneficial owners of) the aggregate principal amount of Prepetition Term Loan Claims set forth below its name on the signature page

hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Prepetition Lender that becomes a Party hereto after the date hereof); (ii) such Consenting Prepetition Lender has, with respect to the beneficial owners of such Prepetition Term Loan Claims (as may be set forth on a schedule to such Consenting Prepetition Lender’s signature page hereto), (A) sole investment or voting discretion with respect to such Prepetition Term Loan Claims, (B) full power and authority to vote on and consent to matters concerning such Prepetition Term Loan Claims, and to exchange, assign, and transfer such Prepetition Term Loan Claims, and (C) full power and authority to bind or act on the behalf of such beneficial owners; (iii) other than pursuant to this Agreement, such Prepetition Term Loan Claims are free and clear of any pledge, lien, security interest, charge, claim, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrance of any kind, that would prevent in any way such Consenting Prepetition Lender’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed; and (iv) such Consenting Prepetition Lender is not the beneficial owner of (or investment manager, advisor, or subadvisor to one or more beneficial owners of) any other Prepetition Term Loan Claims against any Company Entity.

10. Additional Provisions Regarding Company Entities’ Commitments.

a. Nothing in this Agreement shall require any director, manager or officer of any Company Entity to violate his, her or its fiduciary duties to such Company Entity. No action or inaction on the part of any director, manager or officer of any Company Entity that such directors, managers or officers reasonably believe is required by their fiduciary duties to such Company Entity shall be limited or precluded by this Agreement; provided, however, that no such action or inaction shall be deemed to prevent any of the Consenting Prepetition Lenders from taking actions that they are permitted to take as a result of such actions or inactions, including terminating their obligations hereunder; provided, further, that, if any Company Entity decides, in the exercise of its fiduciary duties, to pursue an Alternative Transaction in accordance with this Section 10, the Company Entities shall give prompt written notice (with email being sufficient) to the Lender Advisors.

b. Notwithstanding anything to the contrary in this Agreement, but subject to the terms of Section 10.a, each Company Entity and its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the right to: (i) consider or respond to any proposals for Alternative Transactions or competing offers in the Sale Process, (ii) provide access to non-public information concerning any Company Entity to any person or enter into confidentiality agreements or nondisclosure agreements with any person, (iii) maintain or continue discussions or negotiations with respect to Alternative Transactions or competing offers in the Sale Process, (iv) otherwise respond to inquiries or proposals and undertake discussions thereof, with respect to Alternative Transactions or competing offers in the Sale Process (in accordance with the Bidding Procedures), and (v) enter into discussions or negotiations with holders of Claims or Interests, and any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); provided, however, that the Company shall provide copies of any such written proposals (and notice and description of any oral proposals) for any Alternative Transactions to the Lender Advisors, no later than one day following receipt thereof by the Company. If the board of directors of the Company

Entities decides (i) that proceeding with the Restructuring and/or the Sale Process would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue a proposal for an Alternative Transaction (a “Fiduciary Out”), the Company Entities shall notify the Lender Advisors within one day of such decision. Upon any determination by any Company Entity to exercise a Fiduciary Out, the other Parties to this Agreement shall be immediately and automatically relieved of any obligation to comply with their respective covenants and agreements herein in accordance with this Section 7.b.

c. Notwithstanding anything to the contrary herein, nothing in this Agreement shall create or impose any additional fiduciary obligations upon any Company Entity or any of the Consenting Prepetition Lenders, or any members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents or other representatives of the same or their respective affiliated entities, in such person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such Party, that such entities did not have prior to the Agreement Effective Date.

d. Nothing in this Agreement shall: (i) impair or waive the rights of any Company Entity to assert or raise any objection permitted under this Agreement in connection with the Restructuring or the Sale Transaction, or (ii) prevent any Company Entity from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

11. Filings and Public Statements.

To the extent reasonably practicable, the Company shall submit drafts to the Lender Advisors of any press releases and communications plans with respect to the Restructuring and/or the Sale Process and public documents and any and all filings with the SEC or the Bankruptcy Court that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least forty-eight (48) hours prior to making any such disclosure, publicizing any such press release, or implementing such communications plan, and shall afford them a reasonable opportunity under the circumstances to comment on such documents and disclosures and shall consider any such comments in good faith. Except as required by law or otherwise permitted under the terms of any other agreement between the Company on the one hand, and any Consenting Prepetition Lender, on the other hand, no Party or its advisors (including counsel to any Party) shall disclose to any person (including other Consenting Prepetition Lenders), other than the Company’s advisors, the principal amount or percentage of any Claims or Interests or any other securities of the Company held by any other Party, in each case, without such Party’s prior written consent; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Party a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure (including by way of a protective order) and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Claims or Interests held by all the Consenting Prepetition Lenders. Any public filing of this

Agreement with the Bankruptcy Court or the SEC shall not include the executed signature pages to this Agreement. Nothing contained herein shall be deemed to waive, amend or modify the terms of any confidentiality or non-disclosure agreement between the Company and any Consenting Prepetition Lender.

12. Amendments and Waivers.

During the Support Period, this Agreement, including any exhibits or schedules hereto, may not be waived, modified, amended, or supplemented except in a writing signed by the Company Entities and the Required Consenting Lenders after consulting with the DIP Consulting Lenders; provided that: (i) any waiver, modification, amendment, or supplement to this Section 12 shall require the prior written consent of each Party; (ii) any waiver, modification, amendment, or supplement to Section 7.b. shall require the prior written consent of each Consenting Prepetition Lender; (iii) any waiver, modification, amendment, or supplement to the definition of Required Consenting Lenders shall require the prior written consent of each DIP Lender and Consenting Prepetition Lender; (iv) any waiver, modification, amendment, or supplement that adversely affects the economic recoveries or treatment compared to the economic recoveries or treatment set forth in the Restructuring Term Sheet hereto of the Consenting Prepetition Lenders shall require the prior written consent of the Required Consenting Lenders (and must be further consented to by Birch Grove provided that if the Required Consenting Lenders have consented to such waiver, modification, amendment or supplement, Birch Grove’s consent must not be unreasonably withheld or delayed); and (v) any waiver, modification, amendments, or supplement that has a material, disproportionate, and adverse effect on any of the Prepetition Term Loan Claims held by any Consenting Prepetition Lender as compared to the other Consenting Prepetition Lenders, requires the consent of such affected Consenting Prepetition Lender to effectuate such waiver, modification, amendments, or supplement. Amendments to any Definitive Document shall be governed as set forth in such Definitive Document. Any consent required to be provided pursuant to this Section 12 may be delivered by email from the applicable Consenting Prepetition Lender or DIP Lender.

13. Effectiveness.

This Agreement shall become effective and binding on the Parties on the Agreement Effective Date; provided that signature pages executed by Consenting Prepetition Lenders shall be delivered to (a) other Consenting Prepetition Lenders, and counsel to other Consenting Prepetition Lenders (if applicable), in a redacted form that removes such Consenting Prepetition Lenders’ holdings of Claims and Interests and any schedules to such Consenting Prepetition Lenders’ holdings (if applicable) and (b) the Company, the Company Advisors, and the Lender Advisors in an unredacted form.

14. Governing Law; Jurisdiction; Waiver of Jury Trial.

a. Except to the extent superseded by the Bankruptcy Code, this Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the law of the State of Delaware, without giving effect to the conflicts of law principles thereof.

b. Each of the Parties irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in (a) the Bankruptcy Court, for so long as the Chapter 11 Cases are pending, and (b) otherwise, any federal or state court in the state of Delaware, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Subject to the foregoing, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement, any claim (i) that it is not personally subject to the jurisdiction of the courts as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise) and (iii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper, (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts, or (D) that the Bankruptcy Court lacks constitutional authority to enter a final judgment.

c. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15. Specific Performance/Remedies.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to seek an injunction or injunctions without the necessity of posting a bond to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude a Party from pursuing other rights and remedies to the extent available under this Agreement, at law, or in equity.

16. Survival.

Notwithstanding the termination of this Agreement pursuant to Section 7 hereof, the agreements and obligations of the Parties set forth in Sections 7.e, 12, 14 through 25 (inclusive), 27, and 28 hereof (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof; provided that any liability of a Party for failure to comply with the terms of this Agreement also shall survive such termination.

17. Headings.

The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

18. Successors and Assigns; Severability; Several Obligations.

This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators, and representatives; provided that nothing contained in this Section 18 shall be deemed to permit Transfers of interests in any Claims against any Company Entity other than in accordance with the express terms of this Agreement. If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The agreements, representations, and obligations of the Parties are, in all respects, several and neither joint nor joint and several. For the avoidance of doubt, the obligations arising out of this Agreement are several and not joint with respect to each Consenting Prepetition Lender, and the Parties agree not to proceed against any Consenting Prepetition Lender for the obligations of another.

19. No Third-Party Beneficiaries.

Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary hereof.

20. Prior Negotiations; Entire Agreement.

This Agreement, including the exhibits and schedules hereto (including the Restructuring Term Sheet, the Bidding Procedures, the DIP Order, and the DIP Credit Agreement), constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the

subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed between the Company and any Consenting Prepetition Lender shall continue in full force and effect in accordance with their terms.

21. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by facsimile, electronic mail, or otherwise, which shall be deemed to be an original for the purposes of this paragraph.

22. Notices.

All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier or by registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(1) If to the Company, to:

Starry Group Holdings, Inc.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 000000
Attn: Xxxxxxx X. Xxxxxxxxx
Email: xxxxxxxxxx@xxxxxx.xxx

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

Xxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Attn: Xxx X. Xxxxxxx
Email: xxx.xxxxxxx@xx.xxx

-and-

Xxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxx
Email: xxxxx.xxxx@xx.xxx

(2) If to a Consenting Prepetition Lender, to the addresses or facsimile numbers set forth below such Consenting Prepetition Lender’s signature to this Agreement or the applicable Joinder Agreement, as the case may be,

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

-and-

Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Attn: Xxxxxx Xxxxxxxxx, Esq.

Xxxxx X. Xxxx, Esq.

Xxxxxxxxx Xxx, Esq.
Email: XXxxxxxxxx@xxxxxxxxxxxxxx.xxx

XXxxx@xxxxxxxxxxxxx.xxx

XXxx@xxxxxxxxxxxxx.xxx

Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxx Xxxxxx

00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq
Email: xxxxxxxx@xxxxxxxxxxxxxx.xxx

-and-

Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxx, Esq
Email: XXxxx@xxxxxxxxxxxxxx.xxx

Any notice given by electronic mail, facsimile, delivery, mail, or courier shall be effective when received.

23. Reservation of Rights; No Admission.

a. Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder; (ii) limit the ability of any Consenting Prepetition Lender to sell or enter into any

transactions in connection with the Claims, or any other claims against or interests in the Company, subject to the terms of Section 4.b hereof; or (iii) constitute a waiver or amendment of any provision of any applicable credit agreement or any agreements executed in connection with such credit agreement.

b. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to protect and preserve its rights, remedies, and interests, including its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in any bankruptcy case filed by the Company or any of its affiliates and subsidiaries. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

24. Relationship Among Consenting Prepetition Lenders.

It is understood and agreed that no Consenting Prepetition Lender has any duty of trust or confidence in any kind or form to any other Consenting Prepetition Lender, and, except as expressly provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Prepetition Lender may trade in the debt of the Company without the consent of the Company or any other Consenting Prepetition Lender, subject to applicable securities laws, the terms of this Agreement, and any Confidentiality Agreement entered into with the Company; provided that no Consenting Prepetition Lender shall have any responsibility for any such trading by any other Consenting Prepetition Lender by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Consenting Prepetition Lenders shall in any way affect or negate this understanding and agreement.

25. No Solicitation; Representation by Counsel; Adequate Information.

a. This Agreement is not and shall not be deemed to be a solicitation for votes in favor of any plan in the Chapter 11 Cases.

b. Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. This Agreement is the product of negotiations among the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to

interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.

c. Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Prepetition Lender acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act of 1933, (ii) understands that any securities to be acquired by it have not been registered under the Securities Act and that such securities may, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, be offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Consenting Prepetition Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iii) has such knowledge and experience in financial and business matters that such Consenting Prepetition Lender is capable of evaluating the merits and risks of securities and understands and is able to bear any economic risks with such investment.

26. Conflicts.

In the event of any conflict among the terms and provisions of this Agreement and of the Restructuring Term Sheet, the terms and provisions of this Agreement shall control.

27. Payment of Fees and Expenses.

The Company shall pay or reimburse all reasonable and documented fees and out-of-pocket expenses (including travel costs and expenses) of the attorneys, accountants, other professionals, advisors and consultants of the Prepetition Agent, and subject to the consent of the Prepetition Agent, the Prepetition Lenders (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the Petition Date) within five Business Days of the receipt of any invoice therefor (except as may otherwise be provided in an order of the Bankruptcy Court, including the DIP Orders), including the fees and expenses of the following advisors to the Lender Group: (i) Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP (as counsel), (ii) AlixPartners LLP (as financial advisor), and (iii) Xxxxxx Xxxxxxxx & Xxxxxxx LLP (as local bankruptcy counsel); in each case, including all amounts payable or reimbursable under applicable fee or engagement letters with the Company (which agreements shall not be terminated by the Company before the termination of this Agreement); provided, further, that to the extent that the Company terminates this Agreement under Section 7.b, the Company’s reimbursement obligations under this Section 27 shall survive with respect to any and all fees and expenses incurred on or prior to the date of termination.

28. Interpretation.

For purposes of this Agreement:

a. in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;

b. capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

c. unless otherwise specified, any reference herein to a contract, lease, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

d. unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided that any capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;

e. unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribe or allowed herein. If any payment, distribution, act or deadline hereunder is required to be made or performed or occurs on a day that is not a Business Day, then the making of such payment or distribution, the performance of such act, or the occurrence of such deadline shall be deemed to be on the next succeeding Business Day, but shall be deemed to have been completed or to have occurred as of the required date;

f. unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

g. the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

h. captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

i. references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company laws; and

j. the use of “include” or “including” is without limitation, whether stated or not.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.

STARRY GROUP HOLDINGS, INC.

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: Chief Executive Officer

STARRY, INC.

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

STARRY SPECTRUM HOLDINGS LLC

By: Starry, Inc. its Sole Member

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

Starry (MA), Inc.

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

STARRY SPECTRUM LLC

By: Starry, Inc., its Sole Member

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

TESTCO LLC

By Starry, Inc., its Sole Member

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

WIDMO HOLDINGS LLC

By Starry, Inc., its Sole Member

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

VIBRANT COMPOSITES INC.

/s/ Xxxxxxx Xxxxxxxxx
By: Xxxxxxx Xxxxxxxxx

Title: President

STARRY INSTALLATION CORP.

/s/ Xxxxxxx Xxxxxxxxx
By: Xxxxxxx Xxxxxxxxx

Title: President

CONNECT EVERYONE LLC

By Starry, Inc., its Sole Member

/s/ Xxxxxxxxx Xxxxxxx
By: Xxxxxxxxx Xxxxxxx

Title: President

STARRY FOREIGN HOLDINGS INC.

/s/ Xxxxxxx Xxxxxxxxx
By: Xxxxxxx Xxxxxxxxx

Title: President

STARRY PR INC.

/s/ Xxxxxxx Xxxxxxxxx
By: Xxxxxxx Xxxxxxxxx

Title: President

Additional signature pages have been redacted

EXHIBIT A

RESTRUCTURING TERM SHEET

STARRY GROUP HOLDINGS, INC.

RESTRUCTURING TERM SHEET

THIS RESTRUCTURING TERM SHEET (THIS “RSA TERM SHEET”) DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH AN OFFER, IF ANY, ONLY SHALL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND OTHER APPLICABLE LAWS.

THIS RSA TERM SHEET DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS SHALL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN. THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS. NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN OR ELSEWHERE, NO BINDING OBLIGATIONS SHALL BE CREATED BY THIS RSA TERM SHEET.

As used herein, “Consenting Lenders” shall mean those DIP Lenders and/or Prepetition Lenders party to the Restructuring Support Agreement to which this RSA Term Sheet is attached (the “RSA”), and “Consenting Prepetition Lenders” shall mean those Prepetition Lenders party to the Restructuring Support Agreement.. “Required Consenting Lenders” shall mean (i) the Required DIP Lenders and (ii) the Prepetition Lenders holding at least two-thirds of the aggregate outstanding principal amount of Prepetition Term Loans. “Participating GUC Holder” means any holder of a General Unsecured Claim that does not vote to reject the Plan and does not “opt out” of the Third-Party Release; and “Non-Participating GUC Holder” means any holder of a General Unsecured Claim that votes to reject the Plan or “opts out” of the Third-Party Release.

Capitalized terms used but not defined in this RSA Term Sheet have the meanings ascribed to them in the RSA.


OVERVIEW
Pursuant to, and subject to the terms and conditions of the RSA, the Consenting Lenders agree to vote for and support a Plan (defined below), which shall be consistent with the terms set forth herein (unless otherwise agreed by the Company Entities (defined below) and Required Consenting Lenders) and otherwise reasonably acceptable to the Company Entities and Required Consenting Lenders.
Company Entities	Starry Group Holdings, Inc. (“Holdings”); Starry, Inc.; Connect Everyone LLC.; Starry Installation Corp.; Starry (MA) Inc.; Starry Spectrum LLC; Testco LLC; Widmo Holdings LLC; Vibrant Composites, Inc.; Starry Foreign Holdings Inc.; Starry PR Inc. and Starry Spectrum Holdings LLC (collectively, “Company Entities” or “Debtors”).
Existing Funded Indebtedness	The Company Entities’ existing funded indebtedness consists of: i. the “Tranche A Loans” (the “Tranche A Loans”) under the Credit Agreement, dated as of December 13, 2019 (as amended by that certain First Amendment to Credit Agreement, dated as of September 4, 2020, that certain Second Amendment to Credit Agreement, dated as of January 28, 2021, that certain Third Amendment to Credit Agreement, dated as of June 2, 2021, that certain Fourth Amendment to Credit Agreement, dated as of August 20, 2021, that certain Fifth Amendment to Credit Agreement, dated as of October 6, 2021, that certain Sixth Amendment to Credit Agreement, dated as of January 13, 2022, that certain Seventh Amendment to Credit Agreement, dated as of March 26, 2022, that certain Eighth Amendment to Credit Agreement, dated as of September 13, 2022, that certain Ninth Amendment to Credit Agreement, dated as of December 14, 2022, that certain Tenth Amendment to Credit Agreement, dated as of January 30, 2023, and as may be further amended, amended and restated, supplemented,

or otherwise modified from time to time, the “Credit Agreement”), among Starry, Inc., Starry Spectrum Holdings LLC, Starry (MA), Inc., Starry Spectrum LLC, Testco LLC, Widmo Holdings LLC, and Vibrant Composites Inc., as borrowers, the lenders party thereto from time to time (the “Prepetition Lenders”), and ArrowMark Agency Services, LLC, as administrative agent (the “Prepetition Agent”);
ii.	the “Tranche B Loans” (the “Tranche B Loans”) under the Credit Agreement;
iii.	the “Tranche C Loans” (the “Tranche C Loans”) under the Credit Agreement; and
iv.	the “Tranche D Loans” (the “Tranche D Loans” and, together with the Tranche A Loans, the Tranche B Loans, and the Tranche C Loans, the “Prepetition Term Loans”) under the Credit Agreement; provided that, upon approval of, and subject to the occurrence of, the rollup of the Tranche D Loans into the DIP Facility (as defined), the Tranche D Loans shall be excluded from the definition of Prepetition Term Loans.
 

Implementation

This RSA Term Sheet contemplates: 
i.	the commencement of voluntary chapter 11 cases of the Company Entities (the “Chapter 11 Cases” and the date on which the Chapter 11 Cases are commenced, the “Petition Date”) pursuant to chapter 11 of title 11 of the United States Code §101 et seq. (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware; 
ii.	the funding of the DIP Facility, as defined and further described herein, by the Prepetition Lenders, which DIP Facility will convert into a post-emergence financing facility on terms sufficient to ensure feasibility of the Company Entities’ chapter 11 plan (the “Plan”), in connection with the effective date of the Plan (the “Effective Date”);  and 
iii.	 (a) a financial restructuring of the existing capital structure of the Company Entities (the “Restructuring”) pursuant to the Plan, which shall be consistent with the terms set forth herein (unless otherwise agreed by the Company Entities and Required Consenting Lenders after consulting with the DIP Consulting Lenders) and otherwise reasonably acceptable to the Company Entities and Required Consenting Lenders after consulting with the DIP Consulting Lenders, or (b) a sale of all or substantially all of the assets (or reorganized equity) of the Company Entities pursuant to section 363 or 1123 of the Bankruptcy Code (the “Sale Transaction”), in either case, to be implemented through the Chapter 11 Cases in the Bankruptcy Court under chapter 11 of the Bankruptcy Code, as provided in this RSA Term Sheet and the RSA.  
In either case, the Restructuring or Sale Transaction will be subject to the Bidding Procedures (as defined below), and in a Sale Transaction bidders may submit bids either for (i) the reorganized equity or (ii) the assets of the Company Entities.    
The Restructuring or Sale Transaction shall occur in accordance with the milestones set forth on Exhibit 1 attached hereto (the “Milestones”).  
A Restructuring of all Company Entities, pursuant to which the Lenders convert the Prepetition Term Loans into the reorganized equity of the Company Entities, shall be the default transaction under the Plan, subject to change by agreement among the Company Entities and the Required Consenting Lenders after consulting with the DIP Consulting Lenders, and, in each case, subject to the submission of higher or better bids 


	for the Company Entities’ reorganized equity or their assets, as contemplated in the Bidding Procedures.
Required Consenting Lenders’ Consent Right	Notwithstanding anything else set forth herein, the form and substance of the Definitive Documents (defined below) shall be reasonably acceptable to the Required Consenting Lenders after consulting with the DIP Consulting Lenders. The Definitive Documents shall include, without limitation, all of the following: (i) the Plan (including any exhibits or supplement(s) filed with respect thereto, (ii) the Disclosure Statement (including any exhibits thereto), (iii) the RSA, (iv) the order confirming the Plan (the “Confirmation Order”), (v) any motion or other pleadings related to the Plan, (vi) the order of the Bankruptcy Court approving the Disclosure Statement and solicitation materials, (vii) the DIP Credit Agreement (including any amendments, modifications, or supplements thereto), (viii) any motions and related declarations filed with the Bankruptcy Court seeking approval of the DIP Credit Agreement, (ix) the interim and final DIP orders, (x) any motion seeking approval of the Bidding Procedures, (xi) any order approving the Bidding Procedures, (xii) the Wind-Down Budget, (xiii) all documents related to the Exit Facility, and (xiv) the order approving the Sale Transaction (the “Sale Order”).
Restructuring	The Restructuring, if applicable, shall be consummated through the distribution of the new common equity (the “New Holdings Common Equity”) of Holdings as reorganized under the Plan (“Reorganized Holdings”) to a newly formed limited liability company (“New Starry”) owned by the holders of Prepetition Term Loan Claims and warrants in New Starry to the DIP Lenders and lenders providing the New Money Exit Loans (defined below). The Company Entities, as reorganized under the Plan, shall be referred to herein as the “Reorganized Debtors.”
Sale Transaction	The Sale Transaction, if applicable, shall be consummated pursuant to sections 363 and/or 1123 of the Bankruptcy Code through a sale of all or substantially all of the assets (or reorganized equity) of the Company Entities to one or more third party buyers.
Bidding Procedures	The reorganized equity or assets of the Company Entities will be marketed pursuant to bidding procedures substantially in the form attached to the RSA (the “Bidding Procedures”), which shall permit bids to acquire all or substantially all of the assets (or reorganized equity) of the Company Entities. To be a qualified bid, a third party bid must exceed $170,000,000 (the “Starting Bid”) and meet the other requirements established in the Bidding Procedures for the submission of qualified xxxx. Xx the event that one or more qualified bids are obtained, the Debtors shall conduct an auction to determine the highest or otherwise best bid for the Company Entities’ assets (or reorganized equity). The DIP Agent and Prepetition Agent reserve the right to credit bid DIP Loans and/or Prepetition Term Loans on behalf of the DIP Lenders and/or Prepetition Lenders, respectively, in any auction. In the event that such a credit bid is submitted, it shall be considered a qualified bid for all purposes.
DIP Facility	The Chapter 11 Cases (and the Restructuring or Sale Transaction, as applicable) shall be financed by (i) the use of cash collateral on final terms to be reasonably acceptable to the Prepetition Agent, (ii) a postpetition senior secured debtor-in-possession term loan facility (the “DIP Facility”), on terms and conditions set forth in the DIP credit agreement attached to the RSA (the “DIP Credit Agreement”), including (A) an aggregate principal amount of $43,000,000 in “new money” term loans (the “New Money DIP Loans”) and (B) “rolled up” Tranche D Loans of the Prepetition Lenders providing the New Money DIP Loans (the “DIP Roll-Up Loans” and, together with the New Money DIP Loans, the “DIP Loans”), and (iii) cash on hand that is currently


	being used to support the minimum cash covenants under the Credit Agreement, which shall be made available to be used for operations pursuant to the terms and conditions of the DIP Credit Agreement and the Interim DIP Order.
CLAIMS AND INTERESTS
Administrative Claims	Claims incurred for a cost or expense of administration of the Chapter 11 Cases entitled to priority under sections 503(b), 507(a)(2), or 507(b) of the Bankruptcy Code (the “Administrative Claims”), other than Professional Fee Claims (as defined below).
Professional Fee Claims	Claim for professional services, including legal, financial, advisory, accounting, and other services, rendered or costs incurred on or after the Petition Date through the Effective Date by professional persons retained by the Debtors or any statutory committee under sections 328, 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code (the “Professional Fee Claims”).
Priority Tax Claims	Claims of governmental units entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (the “Priority Tax Claims”).
Other Priority Claims	Any Claim other than an Administrative Claim, DIP Facility Claim, or Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code (the “Other Priority Claims”).
DIP Claims	Claims consisting of (i) the aggregate outstanding principal amount of, plus unpaid interest on, the New Money DIP Loans, and all fees, and other expenses related thereto and arising and payable under the DIP Facility (the “New Money DIP Claims”) and (ii) the aggregate outstanding principal amount of, plus unpaid interest on, the DIP Roll-Up Loans, and all fees, and other expenses related thereto and arising and payable under the DIP Facility (the “Roll-Up DIP Claims” and, together with the New Money DIP Claims, the “DIP Claims”).
Other Secured Claims	Secured claims, other than the Prepetition Term Loan Claims and DIP Claims (the “Other Secured Claims”).
Prepetition Term Loan Claims	Claims consisting of the aggregate outstanding principal amount of and unpaid interest on the Prepetition Term Loans, and all unpaid fees and other expenses arising and payable pursuant to the Credit Agreement (the “Prepetition Term Loan Claims”), and, for the avoidance of doubt, the Prepetition Term Loan Claims shall exclude the rolled up Prepetition Term Loans.
General Unsecured Claims	Claims consisting of any prepetition claim against the Company Entities that is not an Administrative Claim, a DIP Claim, a Professional Fee Claim, a Priority Tax Claim, an Other Priority Claim, an Other Secured Claim, a Prepetition Term Loan Claim, an Intercompany Claim (as defined below), or a Subordinated Claim (as defined below) (the “General Unsecured Claims”). The General Unsecured Claims shall be treated as one class of claims for all purposes of the Plan.
Intercompany Claims	Claims consisting of claims against and between Debtors (the “Intercompany Claims”).
Subordinated Claims	Claims consisting of any prepetition claim that is subject to subordination in accordance with sections 510(b)-(c) of the Bankruptcy Code or otherwise (the “Subordinated Claims”).


Intercompany Interests	All issued, unissued, authorized, or outstanding shares of common stock, preferred stock, or other instruments evidencing an ownership interest in a Debtor held by another Debtor (the “Intercompany Interests”).
Existing Equity Interests	All capital stock of Holdings, including (i) shares of Class A Common Stock and Class X Common Stock, and (ii) options and warrants to purchase capital stock of Holdings (the “Existing Equity Interests”).
TREATMENT OF CLAIMS AND INTERESTS
Unclassified Claims
Administrative Claims	On the Effective Date, except to the extent that such holder agrees to a less favorable treatment, each holder of an allowed Administrative Claim shall receive, in full and final satisfaction of such claim, treatment consistent with section 1129(a)(9)(A) of the Bankruptcy Code.
Professional Fee Claims	The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount the Bankruptcy Court allows from funds held in the Professional Fee Escrow Account, as soon as reasonably practicable after such Professional Fee Claims are allowed by entry of an order of the Bankruptcy Court; provided that the Company Entities’ and Reorganized Debtors’ obligations to pay allowed Professional Fee Claims shall not be limited or deemed limited to funds held in the Professional Fee Escrow Account.
Priority Tax Claims	On the Effective Date, except to the extent that such holder agrees to a less favorable treatment, each holder of a Priority Tax Claim shall receive, in full and final satisfaction of such claim, treatment consistent with section 1129(a)(9)(C) of the Bankruptcy Code.
DIP Claims	In the event of a Restructuring, on the Effective Date, the DIP Claims shall be converted on a dollar-for-dollar basis into first-lien term loans (“Rollover Exit Term Loans”) under an exit credit facility (the “Exit Facility”) under which the Reorganized Debtors will be borrowers. The Exit Facility shall also provide for new money funding to Reorganized Debtors in the amount of $11,000,000 on a committed basis and $10,000,000 on an uncommitted basis (the “New Money Exit Term Loans”) on terms sufficient to establish feasibility of the Plan and shall otherwise be on terms and conditions set forth in the “Exit Facility Term Sheet” attached hereto as Exhibit 2. Participation in the New Money Exit Term Loans shall be open only to DIP Lenders and shall initially be offered on a pro rata basis. The Exit Facility will provide for the issuance of warrants to purchase common equity of New Starry (“Exit Facility Equity”) to DIP Lenders and providers of the New Money Exit Term Loans, on the terms set forth in the Exit Facility Term Sheet; xx Xx the event of a Sale Transaction, the DIP Claims shall be indefeasibly repaid in full in Cash from the Sale Transaction Proceeds, which treatment may be provided for in any applicable Sale Order.
Classified Claims
Other Priority Claims	On the Effective Date, except to the extent such holder and the Debtor against which such Allowed Other Priority Claim is asserted agree to less favorable treatment for such holder, in full satisfaction of each Allowed Other Priority Claim, each holder thereof shall receive payment in full in Cash or other treatment rendering such Claim Unimpaired. Any Allowed Other Priority Claim that has been expressly assumed by the applicable Successful Bidder under the applicable Sale Transaction Documentation shall not be an obligation of the Debtors (the “Other Priority Claims”).


	Unimpaired – Presumed to Accept
Other Secured Claims	On the Effective Date, except to the extent that such holder agrees to less favorable treatment, each allowed Other Secured Claim, at the option of the applicable Company Entity with the consent of the Required Consenting Lenders (not to be unreasonably withheld and after consulting with the DIP Consulting Lenders), shall (i) be paid in full in Cash including the payment of any interest required to be paid under section 506(b) of the Bankruptcy Code, (ii) receive the collateral securing its allowed Other Secured Claim, (iii) receive any other treatment that would render such claim unimpaired. Unimpaired – Presumed to Accept
Prepetition Term Loan Claims	On the Effective Date, the Prepetition Agent shall receive Cash in an amount sufficient to pay all outstanding unreimbursed fees and expenses, if any, and except to the extent that a Holder of an Allowed Prepetition Term Loan Claim agrees to less favorable treatment, each Holder of an Allowed Prepetition Term Loan Claim shall receive, in full and final satisfaction of its Allowed Prepetition Term Loan Claim: i. in the event of a Restructuring, its pro rata Share of the New Common Equity (subject to dilution by the Management Incentive Plan and Exit Facility Equity); or ii. in the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, its pro rata Share of (1) Cash held by the Debtors immediately following consummation less, (2) without duplication, (a) the Cash to be distributed to Holders of Claims as provided herein, (b) the amount required to fund the Professional Fee Escrow Account, and (c) the Wind-Down Budget. Impaired – Entitled to Vote
General Unsecured Claims	On the Effective Date, except to the extent that a Holder of an Allowed General Unsecured Claim and the Debtor against which such Allowed General Unsecured Claim is asserted agree to less favorable treatment for such Holder, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of its Allowed General Unsecured Claim: i. in the event of a Restructuring: (1) each Participating GUC Holder shall receive in full and final satisfaction of its General Unsecured Claim, its Pro Rata Share of the greater of (a) $250,000; and (b) the difference between (i) the amount of professional fees of the Debtor Professionals and Committee Professionals set forth in the Initial Budget minus (ii) the actual amount of professional fees and expenses Allowed to such Retained Professionals at any time, subject to a cap of $2,000,000; and (2) each Non-Participating GUC Holder shall receive no consideration on account of its General Unsecured Claims. ii. in the event of a Sale Transaction: (1) each Participating GUC Holder shall receive in full and final satisfaction of its Allowed General Unsecured Claim, its Pro Rata Share of the greatest of (a) $250,000; (b) the difference between (i) the amount of professional fees of the Debtor Professionals and Committee Professionals set forth in the Initial Budget minus (ii) the actual amount of professional fees and expenses Allowed to such Retained Professionals at any time, subject to a cap of $2,000,000; and (c) except as otherwise provided in and giving effect to any applicable Sale Order, after the Holders of Allowed Prepetition Term Loan Claims and the Holders of Allowed Claims entitled to priority of payment under 11 U.S.C. § 507 have been satisfied in full in Cash, the amount of Cash, if any, to which Allowed General Unsecured Claims are legally entitled under the Bankruptcy Code;


	and (2) each Non-Participating GUC Holder shall receive, except as otherwise provided in and giving effect to any applicable Sale Order, after the Holders of Allowed Prepetition Term Loan Claims and the Holders of Allowed Claims entitled to priority of payment under 11 U.S.C. § 507 have been satisfied in full in Cash, the amount of Cash, if any, to which Allowed General Unsecured Claims are legally entitled under the Bankruptcy Code. Impaired – Entitled to Vote
Intercompany Claims	Notwithstanding any other provision of the Plan, on the Effective Date, except to the extent that a holder of an Allowed Intercompany Claim and the Debtor against which such Allowed Intercompany Claim is asserted agree to less favorable treatment for such Holder, each holder of an Allowed Intercompany Claim shall receive, in full and final satisfaction of its Allowed Intercompany Claim: i. in the event of a Restructuring, Intercompany Claims shall receive no distribution under the Plan, and all Intercompany Claims shall be adjusted, Reinstated, or discharged in the applicable Debtor’s discretion (with the consent of the Prepetition Agent); or ii. in the event of a Sale Transaction, Intercompany Claims shall receive no distribution under the Plan, and all Intercompany Claims shall be adjusted, reinstated, or discharged in the applicable Debtor’s discretion, unless otherwise agreed to by the Debtors and the applicable Successful Bidder in connection with one or more Sale Transactions. Unimpaired – Presumed to Accept or Impaired – Deemed to Reject
Subordinated Claims	On the Effective Date, except to the extent that a Holder of an Allowed Subordinated Claim and the Debtor against which such Allowed Subordinated Claim is asserted agree to less favorable treatment for such Holder, each Holder of an Allowed Subordinated Claim shall receive, in full and final satisfaction of its Allowed Subordinated Claim: i. in the event of a Restructuring, Subordinated Claims shall receive no distribution under the Plan, and all Subordinated Claims shall be cancelled, released, discharged, and extinguished, as the case may be, and shall be of no further force or effect, whether surrendered for cancellation or otherwise; or ii. in the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, after the holders of Allowed Prepetition Term Loan Claims, Holders of Allowed Claims entitled to priority of payment under 11 U.S.C. § 507, and holders of Allowed Claims in Class 4 have been satisfied in full in Cash, holders of Subordinated Claims shall receive the amount of Cash, if any, to which Subordinated Claims are legally entitled under the Bankruptcy Code. Impaired – Deemed to Reject
Intercompany Interests	On the Effective Date, except to the extent that a Holder of an Allowed Intercompany Interest and the Debtor against which such Allowed Intercompany Interest is asserted agree to less favorable treatment for such Holder, each Holder of an Allowed Intercompany Interest shall receive, in full and final satisfaction of its Allowed Intercompany Interest: i. In the event of a Restructuring, Intercompany Interests shall receive no distribution under the Plan, and all Intercompany Interests shall be adjusted, Reinstated, or discharged in the applicable Debtor’s discretion (with the consent of the Prepetition Agent); or ii. In the event of a Sale Transaction, Intercompany Interests shall receive no distribution under the Plan, and all Intercompany Interests shall be adjusted,


	reinstated, or discharged in the applicable Debtor’s discretion, unless otherwise agreed to by the Debtors and the applicable Successful Bidder in connection with one or more Sale Transactions. Impaired – Deemed to Reject
Existing Equity Interests	On the Effective Date, except to the extent that a Holder of an Allowed Equity Interest and the Debtor against which such Allowed Equity Interest is asserted agree to less favorable treatment for such Holder, each Holder of an Allowed Equity Interest shall receive, in full and final satisfaction of its Allowed Equity Interest: i. In the event of a Restructuring, Equity Interests shall receive no distribution under the Plan, and all Equity Interests shall be released, discharged, and extinguished, as the case may be, and shall be of no further force or effect, and such Holder shall receive no recovery on account of such Allowed Equity Interest; or ii. In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, after the holders of Allowed Prepetition Term Loan Claims, holders of Allowed Claims entitled to priority of payment under 11 U.S.C. § 507, and Holders of Allowed Claims in Class 4 and Class 6 have been satisfied in full in Cash, holders of Allowed Equity Interests shall receive the amount of Cash, if any, to which Equity Interests are legally entitled under the Bankruptcy Code. Impaired – Deemed to Reject
OTHER MATERIAL PROVISIONS
Releases and Exculpation	See Exhibit 3.
Treatment of Executory Contracts and Unexpired Leases	The Plan shall provide that, (a) in the event of a Restructuring, any executory contracts and unexpired leases that are not rejected as of the Effective Date (as determined by the Company Entities, subject to the reasonable consent of the Required Consenting Lenders after consulting with the DIP Consulting Lenders), either pursuant to the Plan or a separate motion, shall be deemed assumed by the applicable Company Entity, and (b) in the event of a Sale Transaction, any executory contracts and unexpired leases that are not assumed or assumed and assigned as of the Effective Date, either pursuant to a Sale Transaction or a separate motion, shall be deemed rejected by the applicable Company Entity. The assumption or rejection of any executory contract or unexpired lease by a Company Entity shall be subject to the reasonable consent of the DIP Agent and Prepetition Agent.
Employee Compensation and Benefit Programs	The Plan shall provide that, subject to the consent of the DIP Agent and Prepetition Agent, in the event of a Restructuring, the employment agreements, and all employment, compensation and benefit plans, policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, retirement plans, healthcare plans, disability plans, severance plans, incentive plans, life and accidental and dismemberment insurance plans, and programs of each the Company Entities applicable to any of its employees and retirees, in each case existing as of the Effective Date (collectively, the “Employee Plans”), shall be assumed (and assigned to the Reorganized Debtors, if necessary). Any assumption of Employee Plans pursuant to the Plan shall not be deemed to trigger any applicable change of control, immediate vesting, termination, or similar provisions therein.
Corporate Governance	Reorganized Holdings shall be a private company and all necessary steps shall be taken to deregister from reporting obligations consistent with applicable law. Corporate


	governance for the Reorganized Debtors following the Effective Date shall be subject to applicable law (including section 1123(a)(6) of the Bankruptcy Code, if applicable). New Starry shall be governed by a 5-member board of managers (the “New Board”), one of which will be the chief executive officer of Reorganized Debtors and the others of which will be appointed by the holders of the equity interests in New Starry. The New Organizational Documents (as defined in the Plan) shall be reasonably satisfactory to Birch Grove and shall include customary provisions regarding minority investor rights and protections.
Indemnification	The Plan shall provide that all indemnification obligations currently in place (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for the current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Company Entities, as applicable, shall be assumed or assumed and assigned and remain in full force and effect after the Effective Date, and shall survive unimpaired and unaffected, irrespective of when such obligation arose, as applicable. To the extent necessary, the governance documents adopted as of the Effective Date shall include provisions to give effect to the foregoing.
Management Incentive Plan	The Plan shall provide that, in the event of a Restructuring, within 120 days after the Effective Date, the New Board shall adopt a management incentive plan.
Tax Issues	The parties shall cooperate in good faith to structure the Restructuring or Sale Transaction and related transactions in a tax-efficient manner as determined by the DIP Agent and Prepetition Agent in consultation with the Company Entities. The parties shall cooperate in good faith to determine whether to implement any restrictions on claims trading to preserve the Company Entities’ tax attributes. The Plan shall provide for the assumption by the Reorganized Debtors (or, if applicable, NewCo) of all use tax claims, unless a Sale Transaction is consummated with a third party buyer, in which case use tax claims shall either be assumed by the buyer or otherwise treated as claims of the relevant class in accordance with the Plan. Nothing herein or in the Plan shall be construed as an admission of liability as to any use tax claims.
Conditions Precedent to the Plan Effective Date	The following shall be conditions precedent to the Effective Date, unless waived by the Company Entities and the Required Consenting Lenders after consulting with the DIP Consulting Lenders: i. the Bankruptcy Court shall have entered the Confirmation Order and such order shall be (A) in form and substance consistent with the RSA and the RSA Term Sheet, or otherwise acceptable to the Company Entities and Required Consenting Lenders after consulting with the DIP Consulting Lenders, and (B) shall not have been vacated and shall not be stayed pending appeal; ii. each document or agreement constituting the applicable Definitive Documents shall (A) have been executed and effectuated and remain in full force and effect, (B) be in form and substance reasonably acceptable to the Company Entities and the Required Consenting Lenders after consulting with the DIP Consulting Lenders, and (C) be consistent with the RSA and the RSA Term Sheet, and any conditions precedent related thereto or contained therein shall have been satisfied before or contemporaneously with the occurrence of the Effective Date or otherwise waived; iii. all governmental and third-party approvals, authorizations, rulings, documents, and consents that may be necessary in connection with the

Restructuring and related transactions, including from the FCC, shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the Restructuring and related transactions;
iv.	no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of the Restructuring or any related transactions;
v.	the RSA shall be in full force and effect, no termination event or event that would give rise to a termination event under the RSA upon the expiration of the applicable grace period shall have occurred, and the RSA shall not have been validly terminated before the Effective Date;
vi.	the relevant Company Entities shall have entered into the Exit Facility, if applicable, pursuant to documents in form and substance consistent with the RSA;
vii.	the releases and exculpation consistent with the terms of this RSA Term Sheet shall have been approved;
viii.	(A) all of the Prepetition Lenders’ reasonable and documented fees and expenses payable under the RSA shall have been paid in full, and (B) amounts sufficient to pay estate professionals in full shall have been placed in a professional fee escrow account pending approval of payment of such fees and expenses by the Bankruptcy Court.
The Effective Date shall be based on timing of receiving approval for consummation of the Plan from the Federal Communications Commission (“FCC”).

EXHIBIT 1

Milestones

Set forth below are the Milestones referenced in the RSA Term Sheet to which this Exhibit 1 is attached. Capitalized terms used but not otherwise defined below have the meanings ascribed to them in the RSA Term Sheet. All references to “days” below mean calendar days.

Milestones for Marketing and Auction Process

1. The Company Entities shall have filed a motion to approve the Bidding Procedures and implement a Sale Transaction as contemplated therein with the Bankruptcy Court on the Petition Date.

2. The Company Entities shall have obtained the Bankruptcy Court’s approval of the Bidding Procedures on or before the day that is 30 days after the Petition Date.

3. The deadline for qualified bids submitted pursuant to the Bidding Procedures shall occur on or before the day that is 50 days after the Petition Date (the “Bid Deadline”).

4. The Company Entities shall have commenced the Auction, if any, on or before the day that is 5 days after the Bid Deadline.

5. If one or more third party bidders submit qualified bids and are selected as the highest or otherwise best bidder to obtain all or substantially all of the Company Entities’ assets in accordance with the Bidding Procedures and other than a sale pursuant to the Plan, the Bankruptcy Court shall have entered the Sale Order on or before the day that is 3 business days after the Auction concludes.

6. If a Sale Transaction will occur other than pursuant to the Plan, the Company Entities shall have submitted an application to the FCC for approval of the transfer of all applicable licenses on or before the day that is 7 days after the Sale Order is entered.

7. If a Sale Transaction will occur other than pursuant to the Plan, all conditions to closing of the Sale Transaction, other than FCC approval, shall have been satisfied on or before the day that is 15 days after entry of the Sale Order, and FCC approval shall have been received on or before the day that is 90 days after entry of the Sale Order.

Milestones for Plan Confirmation

1. The Company Entities shall have filed the Plan and Disclosure Statement with the Bankruptcy Court on the Petition Date.

2. The Company Entities shall have obtained the Bankruptcy Court’s approval of the Disclosure Statement and the process for solicitation of votes and noticing of Plan confirmation on or before the day that is 45 days after the Petition Date.

3. If no Qualified Bid is received on or before the Bid Deadline, the Company Entities shall have submitted an application to the FCC for approval of the transfer of all applicable licenses on or before the day that 10 days after the Bid Deadline. If a Sale Transaction will occur pursuant to the Plan, the Company Entities shall have submitted an application to the FCC for approval of the transfer of all applicable licenses on or before the day that 10 days after the Auction concludes.

4. The Bankruptcy Court shall have entered the Confirmation Order on or before the day that is 80 days after the Petition Date.

5. The Effective Date of the Plan shall have occurred as to each of the Company Entities on or before the day that is 45 days after the entry of the Confirmation Order.

Milestones for DIP Financing

1. The Company Entities shall have filed the DIP Motion with the Bankruptcy Court on the Petition Date.

2. The Company Entities shall have obtained the Bankruptcy Court’s approval of the Interim DIP Order on or before the day that is 3 business days after the Petition Date.

3. The Company Entities shall have obtained the Bankruptcy Court’s approval of the Final DIP Order on or before the day that is 35 days after the Petition Date.

EXHIBIT 2

Exit Facility Term Sheet

(See attached)

EXHIBIT 3

Releases and Exculpation

A. Discharge of Claims and Termination of Equity Interests; Compromise and Settlement of Claims, Equity Interests, and Controversies.

Pursuant to and to the fullest extent permitted by section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan (including, for the avoidance of doubt, Article III.C), the distributions, rights, and treatment that are provided in the Plan shall be in full and final satisfaction, settlement, release, and discharge, effective as of the Effective Date, of all Equity Interests and Claims of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against the Debtors, the Reorganized Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims or Equity Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim is filed or deemed filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim is Allowed; or (3) the Holder of such Claim or Equity Interest has accepted the Plan. Except as otherwise provided herein, any default by the Debtors with respect to any Claim that existed immediately prior to or on account of the filing of the Chapter 11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring, except as otherwise expressly provided in the Plan. For the avoidance of doubt, nothing in this Article IX.A shall affect the rights of Holders of Claims to seek to enforce the Plan, including the distributions to which Holders of Allowed Claims are entitled under the Plan.

In consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle any Claims against the Debtors and their Estates, as well as claims and Causes of Action against other Entities.

B. Releases by the Debtors

Pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, and except as otherwise expressly provided in this Plan, effective as of the Effective Date, for good and valuable consideration provided by each of the Released Parties, the adequacy and sufficiency of which is hereby confirmed, the Debtor Releasing Parties will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever provided a full release, to the maximum extent permitted by law, to each of the Released Parties (and each such Released Party so released shall be deemed forever released by the Debtor Releasing Parties) and their respective assets and properties (the “Debtor Release”) from any and all claims, Causes of Action, and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, whether directly or derivatively held, existing as of the Effective Date or thereafter arising, in law, at equity or otherwise, whether for tort, contract, violations of federal or state statutory or common laws, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date arising from or related in any way in whole or in part to any of the Debtors, including, without limitation, (i) the Chapter 11 Cases, the Disclosure Statement, this Plan, the Restructuring Support Agreement, the Restructuring Documents, the Sale Process (ii) the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in this Plan; (iii) the business or contractual arrangements between any Debtor and any Released Parties; (iv) the negotiation, formulation or preparation of the Restructuring Support Agreement, this Plan, the

Disclosure Statement, the Plan Supplement, the Restructuring Documents, any Sale Transaction Documentation, or any agreements, instruments or other documents related to any of the foregoing; (v) the restructuring of Claims or Equity Interests prior to or during the Chapter 11 Cases; (vi) the purchase, sale, or rescission of the purchase or sale of any Equity Interest of the Debtors or the Reorganized Debtors; and/or (vii) the Confirmation or Consummation of this Plan or the solicitation of votes on this Plan that such Debtor Releasing Party would have been legally entitled to assert (whether individually, collectively, or on behalf of any Holder of a Claim or Equity Interest) or that any Holder of a Claim or Equity Interest or other Entity would have been legally entitled to assert for, or on behalf or in the name of, any Debtor, its respective Estate or any Reorganized Debtor (whether directly or derivatively) against any of the Released Parties; provided, however, that the foregoing provisions of this Debtor Release shall not operate to waive or release: (i) any Causes of Action arising from willful misconduct, actual fraud, or gross negligence of such applicable Released Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction; and/or (ii) the rights of such Debtor Releasing Party to enforce this Plan, any Sale Transaction Documentation and the contracts, instruments, releases, indentures, and other agreements or documents delivered under or in connection with this Plan or any Sale Transaction or assumed pursuant to this Plan or any Sale Transaction or assumed pursuant to Final Order of the Bankruptcy Court. The foregoing release shall be effective as of the Effective Date without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person, and the Confirmation Order will permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, or liabilities released pursuant to this Debtor Release. Notwithstanding the foregoing, nothing in this Article IX.B shall or shall be deemed to (i) prohibit the Debtors or the Reorganized Debtors from asserting and enforcing any claims, obligations, suits, judgments, demands, debts, rights, Causes of Action or liabilities they may have against any Person that is based upon an alleged breach of a confidentiality or non-compete obligation owed to the Debtors or the Reorganized Debtors and/or (ii) operate as a release or waiver of any Intercompany Claims, in each case unless otherwise expressly provided for in this Plan.

C. Third-Party Releases

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, effective as of the Effective Date, to the fullest extent permitted by applicable law, for good and valuable consideration provided by each of the Released Parties, the adequacy and sufficiency of which is hereby confirmed, and without limiting or otherwise modifying the scope of the Debtor Release provided by the Debtor Releasing Parties above, each Non-Debtor Releasing Party, on behalf of itself and any affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, Representatives, consultants, agents, and any other Persons that might seek to claim under or through them, will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever provided a full release to each of the Released Parties (and each such Released Party so released shall be deemed forever released by the Non-Debtor Releasing Parties) and their respective assets and properties (the “Third-Party Release”) from any and all claims, interests, Causes of Action, and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, whether directly or derivatively held, existing as of the Effective Date or thereafter arising, in law, at equity or otherwise, whether for tort, contract, violations of federal or state statutory or common laws, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, based on or relating to, or in any manner arising from, in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date arising from or related in any way in whole or in part to any of the Debtors, including, without limitation, (i) the Chapter 11 Cases, the Disclosure Statement, this Plan, the Restructuring Support Agreement, the Restructuring Documents, the Sale Process; (ii) the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in this Plan; (iii) the business or contractual arrangements between any Debtor and any Released Parties; (iv) the negotiation, formulation or preparation of the Restructuring Support Agreement, this Plan, the Disclosure Statement, the Plan Supplement, the Restructuring Documents, any Sale Transaction Documentation, or any agreements, instruments or other documents related to any of the foregoing; (v) the restructuring of Claims or Equity Interests prior to or during the Chapter 11 Cases; (vi) the purchase, sale, or rescission of the purchase or sale of any Equity Interest of the Debtors or the Reorganized Debtors; and/or (vii) the Confirmation or Consummation of this Plan or the solicitation of votes on this Plan that such Non-Debtor Releasing Party would have been legally entitled to assert (whether individually or collectively) against any of the Released Parties; provided, however, that the foregoing provisions of this Third-Party Release shall not operate to waive or release: (i) any Causes of Action arising

from willful misconduct, actual fraud, or gross negligence of such applicable Released Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction; and/or (ii) the rights of such Non-Debtor Releasing Party to enforce this Plan, any Sale Transaction Documentation and the contracts, instruments, releases, indentures, and other agreements or documents delivered under or in connection with this Plan or any Sale Transaction or assumed pursuant to this Plan or any Sale Transaction or Final Order of the Bankruptcy Court. The foregoing release shall be effective as of the Effective Date, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person, and the Confirmation Order will permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, or liabilities released pursuant to this Third-Party Release.

D. Exculpation

Effective as of the Effective Date, the Exculpated Parties shall neither have nor incur any liability to any Person or Entity for any claims or Causes of Action or for any act taken or omitted to be taken on or after the Petition Date and prior to or on the Effective Date in connection with, or related to, the administration of the Chapter 11 Cases, commencement of the Chapter 11 Cases, pursuit of Confirmation and consummation of this Plan, making Distributions, the Disclosure Statement, the Sale Process, the 363 Sale Order, or the solicitation of votes for, or Confirmation of, this Plan; the occurrence of the Effective Date; the administration of this Plan or the property to be distributed under this Plan; the issuance of securities under or in connection with this Plan; the purchase, sale, or rescission of the purchase or sale of any asset or security of the Debtors; or the transactions or documentation in furtherance of any of the foregoing, including but not limited to the RSA; or any other postpetition act taken or omitted to be taken in connection with or in contemplation of the restructuring of the Debtors, the approval of the Disclosure Statement or Confirmation or consummation of this Plan; provided, however, that the foregoing provisions of this exculpation shall not operate to waive or release: (i) any Causes of Action arising from willful misconduct, actual fraud, or gross negligence of such applicable Exculpated Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction; and/or (ii) the rights of any Person or Entity to enforce this Plan and the contracts, instruments, releases, indentures, and other agreements and documents delivered under or in connection with this Plan or assumed pursuant to this Plan or Final Order of the Bankruptcy Court; provided, further, that each Exculpated Party shall be entitled to rely upon the advice of counsel concerning its respective duties pursuant to, or in connection with, the above referenced documents, actions or inactions. The foregoing exculpation shall be effective as of the Effective Date without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person. Notwithstanding the foregoing, nothing in this Article IX.D shall or shall be deemed to prohibit the Debtors or the Reorganized Debtors from asserting and enforcing any claims, obligations, suits, judgments, demands, debts, rights, Causes of Action or liabilities they may have against any Person that is based upon an alleged breach of a confidentiality or non-compete obligation owed to the Debtors or the Reorganized Debtors, in each case unless otherwise expressly provided for in this Plan. The Exculpation will be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability.

E. Injunction

Except as otherwise provided in the Plan or the Confirmation Order (and, for the avoidance of doubt, subject to Article III.C of the Plan), all entities who have held, hold, or may hold Claims, Interests, Causes of Action, or liabilities that: (a) are subject to compromise and settlement pursuant to the terms of the Plan; (b) have been released pursuant to Article IX.B of the Plan; (c) have been released pursuant to Article IX.C of the Plan, (d) are subject to exculpation pursuant to Article IX.D of the Plan (but only to the extent of the exculpation provided in clause D above), or (e) are otherwise discharged, satisfied, stayed or terminated pursuant to the terms of the Plan, are permanently enjoined and precluded, from and after the Effective Date, from commencing or continuing in any manner, any action or other proceeding, including on account of any claims, interests, Causes of Action, or liabilities that have been compromised or settled against the Debtors, the Reorganized Debtors, or any Entity so released or exculpated (or the property or estate of any Entity, directly or indirectly, so released or exculpated) on account of, or in connection with or with respect to, any discharged, released, settled, compromised, or exculpated claims, interests, Causes of Action, or liabilities.

F. Defined Terms

“363 Sale Order” means one or more orders of the Bankruptcy Court approving the sale of any assets of the Debtors’ Estates pursuant to section 363(b) of the Bankruptcy Code, but excluding the Confirmation Order as it may pertain to any sale of Acquired Assets under this Plan.

“363 Sale Transaction” means any sale of assets of the Debtors’ Estates pursuant to a 363 Sale Order.

“363 Sale Transaction Documentation” means one or more asset purchase agreements or purchase and sale agreements and related documents, including, without limitation, the applicable Assumed Contracts List, in each case, in form and substance reasonably acceptable to the Debtors, pursuant to which the Debtors effectuate any 363 Sale Transaction.

“Causes of Action” means any action, claim, cross-claim, third-party claim, cause of action, controversy, dispute, demand, right, lien, indemnity, contribution, guaranty, suit, obligation, liability, loss, debt, fee or expense, damage, interest, judgment, cost, account, defense, remedy, offset, power, privilege, proceeding, license, and franchise of any kind or character whatsoever, known, unknown, foreseen or unforeseen, existing or hereafter arising, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively (including any alter ego theories), whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity or pursuant to any other theory of law (including under any state or federal securities laws). For the avoidance of doubt, Cause of Action also includes (i) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity, (ii) the right to object to Claims or Interests, (iii) any claim pursuant to section 362 or chapter 5 of the Bankruptcy Code, (iv) any claim or defense including fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code, and (v) any Avoidance Action or state law fraudulent transfer claim.

“Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors.

“Debtor Releasing Parties” means the Debtors and the Reorganized Debtors, in their respective individual capacities and as debtors-in-possession, and on behalf of themselves and their respective Estates, including, without limitation, any successor to the Debtors, any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, and any persons who may purport to assert any causes of action derivatively through the foregoing persons.

“Equity Interest” means any issued, unissued, authorized, or outstanding shares of common stock, preferred stock, or other instrument evidencing an ownership interest in a Debtor, whether or not transferable, together with any warrants, equity-based awards, or contractual rights to purchase or acquire such interests at any time and all rights arising with respect thereto that existed immediately before the Effective Date; provided that Equity Interest does not include any Intercompany Interest.

“Exculpated Party” means (a) the Debtors; (b) the Reorganized Debtors; (c) the Committee; and (d) with respect to each of the foregoing in clauses (a), (b) and (c), solely to the extent they are estate fiduciaries, each such Entity’s current and former affiliates, and each such Entity’s and its current and former affiliates’ current and former subsidiaries, officers, directors (including any sub-committee of directors), managers, principals, members (including ex officio members and managing members), employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such on or after the Petition Date and prior to or on the Effective Date.

“Holder” means an Entity holding a Claim or Interest.

“Intercompany Interest” means any issued, unissued, authorized, or outstanding shares of common stock, preferred stock, or other instrument evidencing an ownership interest in a Debtor held by another Debtor.

“Interests” means, collectively, Equity Interests and Intercompany Interests.

“Non-Debtor Releasing Parties” means (a) all Holders of Claims that vote to accept the Plan; (b) all Holders of Claims that are entitled to vote to accept or reject the Plan and that abstain from voting on the Plan or vote to reject the Plan but, in each case, do not “opt out” of the releases set forth in Article IX.C of the Plan by checking the box on their respective Ballot; (c) all Holders of Claims that are presumed to accept the Plan; (d) all Holders of Claims and Interests that are deemed to reject the Plan and that do not “opt out” of the releases provided by the Plan in accordance with the Disclosure Statement Order; (e) counterparties to Executory Contracts and/or Unexpired Leases that do not “opt out” of the releases in accordance with the Disclosure Statement Order; (f) the DIP Agent and the Prepetition Agent; (g) the DIP Lenders and the Prepetition Lenders; (h) any Successful Bidder, if applicable, and (i) all other Released Parties (other than any Debtor Releasing Party).

“Plan Sale Transaction” means the transfer, in one or more transactions, of the Acquired Assets to the applicable Successful Bidder and the assumption by the applicable Successful Bidder of the Assumed Liabilities free and clear of all Liens, Claims, charges, and other encumbrances (other than the Assumed Liabilities) under this Plan and the Confirmation Order and pursuant to section 1123 of the Bankruptcy Code on the terms and conditions set forth in the Plan Sale Transaction Documentation.

“Plan Sale Transaction Documentation” means one or more asset purchase agreements or purchase and sale agreements and related documents, including, without limitation, the Assumed Contracts List, in each case, in form and substance reasonably acceptable to the Debtors, pursuant to which the Debtors will effectuate any Plan Sale Transaction.

“Released Party” means, collectively: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Agent and the Prepetition Agent; (d) the DIP Lenders and the Prepetition Lenders; (e) any Successful Bidder, if any; and (f) the respective Related Persons for each of the foregoing provided, that, any party identified in clauses (a) through (e) hereof shall not be a Released Party unless such party is also a Releasing Party.

“Releasing Parties” means, collectively, Debtor Releasing Parties and Non-Debtor Releasing Parties, including each Related Person of each Entity for which such Entity is legally entitled to bind such Related Person to the releases contained in the Plan under applicable law.

“Sale Process” means the sale process conducted in accordance with the Bidding Procedures.

“Sale Transaction” means a 363 Sale Transaction or a Plan Sale Transaction.

“Sale Transaction Documentation” means any 363 Sale Transaction Documentation and any Plan Sale Transaction Documentation.

EXHIBIT B

PLAN

THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION
OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE
SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY
THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO
AMEND, SUPPLEMENT, OR OTHERWISE MODIFY THIS PLAN PRIOR TO AND UP TO THE DATE OF SUCH HEARING.

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

---------------------------------------------------------
 
In re:
 
STARRY GROUP HOLDINGS, INC., et al.,
 
     Debtors.
 
---------------------------------------------------------

x
:
:
:
:
:
:
:
x

 
Chapter 11
 
Case No. 23-_____ (___)
 
(Joint Administration Requested)

JOINT CHAPTER 11 PLAN OF

REORGANIZATION OF STARRY GROUP HOLDINGS, INC. AND ITS
DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

XXXXXX & XXXXXXX LLP
Jeffrey X. Xxxxx (pro hac vice admission pending)
Xxx X. Xxxxxxx (pro hac vice admission pending)
Xxxxxxx X. Xxxxxxxx (pro hac vice admission pending)
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 90071
Telephone:  (213) 485-1234
Facsimile:  (213) 891-8763
Email:      xxxx.xxxxx@xx.xxx
   xxx.xxxxxxx@xx.xxx
   xxxxxxx.xxxxxxxx@xx.xxx 
- and -
 
Xxxxx X. Xxxx (pro hac vice admission pending)
330 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 60611
Telephone:  (312) 876-7700
Facsimile:  (312) 993-9767
Email:  xxxxx.xxxx@xx.xxx
 
Proposed Counsel for Debtors and Debtors in Possession
 
 
 

YOUNG XXXXXXX STARGATT & XXXXXX, XXX
Xxxxxxx X. Xxxxxx (No. 3526)
Xxxx Xxxxxxx Xxxxx (No. 4410)
Xxxxxx X. Xxxxxxxxx (No. 6061)
Xxxxxxx X. Xxxxxx (No. 6894)
Xxxxxx Square, 0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 19801
Telephone:  (302) 571-6600
Facsimile:  (302) 571-1253
Email:  xxxxxxx@xxxx.xxx
             xxxxxx@xxxx.xxx
             xxxxxxxxxx@xxxx.xxx
             xxxxxxx@xxxx.xxx

 
February 20, 2023
 

1. TABLE OF CONTENTS

2. Page


Article I. DEFINED TERMS AND RULES OF INTERPRETATION		1
A.	Defined Terms	1
B.	Rules of Interpretation	15
Article II. ADMINISTRATIVE CLAIMS, DIP FACILITY CLAIMS, PRIORITY TAX CLAIMS, OTHER PRIORITY CLAIMS AND UNITED STATES TRUSTEE STATUTORY FEES		16
A.	Administrative Claims	16
B.	DIP Facility Claims	00
X.	Xxxxxxxx Xxx Xxxxxx	00
X.	Xxxxxx Xxxxxx Trustee Statutory Fees	18
Article III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS		18
A.	Classification of Claims	18
B.	Treatment of Claims and Interests	19
C.	Special Provision Governing Unimpaired Claims	24
D.	Acceptance or Rejection of the Plan	24
E.	Nonconsensual Confirmation	25
F.	Subordination	25
G.	Elimination of Vacant Classes	25
H.	Intercompany Claims	25
Article IV. MEANS FOR IMPLEMENTATION OF THE PLAN		25
A.	General Settlement of Claims and Interests	25
B.	Restructuring	26
C.	Sale Transaction	26
D.	Corporate Existence	26
E.	Vesting of Assets in the Reorganized Debtors	27
F.	Indemnification Provisions in Organizational Documents	27
G.	Cancellation of Agreements and Equity Interests	27
H.	Sources for Plan Distributions	28
I.	Exit Facility	28
J.	Reorganized Debtors’ Ownership In the Event of a Restructuring	29
K.	Exemption from Registration Requirements	29
L.	Organizational Documents	30
M.	Exemption from Certain Transfer Taxes and Recording Fees	30
N.	Other Tax Matters	30
O.	Plan Administrator	31
P.	Directors and Officers of the Reorganized Debtors In the Event of a Restructuring or Equity Sale	31
Q.	Directors and Officers Insurance Policies	31
R.	Preservation of Rights of Action	32
S.	Corporate Action	33
X.	Effectuating Documents; Further Transactions	33
U.	Management Incentive Plan	33
V.	Company Xxxxxx Xxxx Xxxxxxxxx	00
X.	Xxxx-Xxxx	34
X.	Wind-Down Amount.	34


Y.	Dissolution of the Boards of the Debtors.	34
Z.	Closing the Chapter 11 Cases	34
Article V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES; EMPLOYEE BENEFITS; AND INSURANCE POLICIES		35
A.	Assumption and Rejection of Executory Contracts and Unexpired Leases	35
B.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases	36
C.	Claims Based on Rejection of Executory Contracts and Unexpired Leases	36
D.	Contracts and Xxxxxx Entered into After the Petition Date	36
E.	Reservation of Rights	37
F.	Employee Compensation and Benefits in a Restructuring	37
Article VI. PROVISIONS GOVERNING DISTRIBUTIONS		38
A.	Distribution on Account of Claims Allowed as of the Effective Date	38
B.	Distributions on Account of Claims Allowed After the Effective Date	38
X.	Xxxxxx and Calculation of Amounts to Be Distributed	38
X.	Xxxxxxxx of Distributions	39
E.	Compliance with Tax Requirements/Allocations	41
F.	Surrender of Canceled Instruments or Securities	41
G.	Applicability of Insurance Policies.	41
Article VII. PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS		42
A.	Allowance of Claims	42
B.	Prosecution of Objections to Claims	42
C.	Estimation of Claims	42
D.	No Distributions Pending Allowance	42
E.	Time to File Objections to Claims	43
Article VIII. CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE		43
A.	Conditions Precedent to Confirmation	43
B.	Conditions Precedent to the Effective Date	43
C.	Waiver of Conditions	44
D.	Effect of Non-Occurrence of Conditions to the Effective Date	44
Article IX. RELEASE, INJUNCTION, AND RELATED PROVISIONS		44
A.	Discharge of Claims and Termination of Equity Interests; Compromise and Settlement of Claims, Equity Interests, and Controversies.	44
B.	Releases by the Debtors	45
C.	Third-Party Release	46
D.	Exculpation	47
E.	Injunction	48
F.	Setoffs and Recoupment	48
G.	Release of Liens	48
Article X. RETENTION OF JURISDICTION		49
Article XI. MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN		51
A.	Modification of Plan	51
B.	Effect of Confirmation on Modifications	51
C.	Revocation of Plan; Reservation of Rights if Effective Date Does Not Occur	51
Article XII. MISCELLANEOUS PROVISIONS		52
A.	Immediate Binding Effect	52
B.	Additional Documents	52
C.	Payment of Statutory Fees	52

iii


D.	Reservation of Rights	52
E.	Successors and Assigns	52
F.	Service of Documents	52
G.	Term of Injunctions or Stays	54
H.	Entire Agreement	54
I.	Governing Law	54
J.	Exhibits	54
K.	Nonseverability of Plan Provisions upon Confirmation	55
L.	Conflicts	55
M.	Dissolution of the Committee	55
N.	Section 1125(e) Good Faith Compliance	55

JOINT CHAPTER 11 PLAN OF

REORGANIZATION OF STARRY GROUP HOLDINGS, INC. AND ITS
DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Starry Group Holdings, Inc. and each of the debtors and debtors-in-possession in the above captioned cases (each a “Debtor” and, collectively, the “Debtors”), propose this joint plan of reorganization (the “Plan”) for the resolution of the outstanding Claims against, and Interests in, the Debtors. Capitalized terms used in the Plan and not otherwise defined have the meanings ascribed to such terms in Article I.A of the Plan.

Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The classifications of Claims and Interests set forth in Article III of the Plan shall be deemed to apply separately with respect to each Plan proposed by each Debtor, as applicable. The Plan does not contemplate substantive consolidation of any of the Debtors.

The Debtors are pursuing on parallel paths both the Restructuring and a Sale Transaction, all as described in further detail in the Disclosure Statement. Any Sale Transaction may be implemented pursuant to this Plan and the Confirmation Order or pursuant to a separate 363 Sale Order. The Debtors may sell all or substantially all of their assets or the Reorganized Starry Holdings Equity in a Sale Transaction under this Plan or a 363 Sale Order, in which case the proceeds thereof shall be distributed in accordance with the applicable provisions of this Plan, the Debtors will be wound down, and the Restructuring will not occur. If the Debtors do not sell all or substantially all of their assets or the Reorganized Starry Holdings Equity under the Plan or a 363 Sale Order, they will consummate the Restructuring.

Reference is made to the Disclosure Statement, filed contemporaneously with the Plan, for a discussion of the Debtors’ history, businesses, results of operations, historical financial information, projections, and future operations, as well as a summary and analysis of the Plan and certain related matters, including distributions to be made under the Plan.

ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

Article I.

DEFINED TERMS AND RULES OF INTERPRETATION

A. Defined Terms

The following terms shall have the following meanings when used in capitalized form herein:

1. “363 Sale Order” means one or more orders of the Bankruptcy Court approving the sale of any assets of the Debtors’ Estates pursuant to section 363(b) of the Bankruptcy Code, but excluding the Confirmation Order as it may pertain to any sale of Acquired Assets under this Plan.

2. “363 Sale Transaction” means any sale of assets of the Debtors’ Estates pursuant to a 363 Sale Order.

3. “363 Sale Transaction Documentation” means one or more asset purchase agreements or purchase and sale agreements and related documents, including, without limitation, the applicable Assumed Contracts List, in each case, in form and substance reasonably acceptable to the Debtors, pursuant to which the Debtors effectuate any 363 Sale Transaction.

4. “Acquired Assets” means all assets contained in the definition or definitions of “acquired assets” set forth in any Sale Transaction Documentation (or such other similar term as may be used in such Sale Transaction Documentation).

5. “Administrative Claim” means a Claim (other than any DIP Facility Claim or Intercompany Claim) for costs and expenses of administration under sections 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Professional Fee Claims (to the extent Allowed by the Bankruptcy Court); and (c) all fees and charges assessed against the Estates under chapter 123 of title 28 United States Code, 28 U.S.C. §§ 1911‑1930.

6. “Administrative Claims Bar Date” means the date that is the 30th day after the Effective Date, or such other date as is ordered by the Court.

7. “Agents” means the DIP Agent, Prepetition Agent, and Exit Facility Agent.

8. “Affiliate” means an affiliate as defined in section 101(2) of the Bankruptcy Code.

9. “Allowed” means: (a) any Claim or Interest (i) as to which no objection has been Filed prior to the Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, timely Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order, and no request for estimation or other challenge, including pursuant to section 502(d) of the Bankruptcy Code or otherwise, has been interposed, or (ii) as to which any objection has been determined by a Final Order to the extent such objection is determined in favor of the respective Holder; (b) any Claim or Interest that is scheduled by the Debtors as neither disputed, contingent, nor unliquidated, and as for which no Proof of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; (c) any Claim or Interest that is compromised, settled, or otherwise resolved pursuant to the authority of the Debtors or the Reorganized Debtors, as applicable; (d) any Claim or Interest as to which the liability of the Debtors or Reorganized Debtors, as applicable, and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court; or (e) any Claim or Interest expressly allowed under this Plan. “Allow,” “Allows,” and “Allowing” shall have correlative meanings.

10. “Assumed Contracts” means those Executory Contracts and Unexpired Leases that are to be (i) assumed by the Debtors in the Restructuring or (ii) assumed and assigned by the Debtors to the applicable Successful Bidder or its designee pursuant to and as set forth in the Confirmation Order and any applicable Sale Transaction Documentation.

11. “Assumed Contracts List” means the list or lists of Assumed Contracts, which will be included in preliminary form in the Plan Supplement.

12. “Assumed Liabilities” has the meaning set forth in any Sale Transaction Documentation (or such other similar term as may be used in such Sale Transaction Documentation).

13. “Avoidance Actions” means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the

Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws.

14. “Ballot” means the ballots accompanying the Disclosure Statement upon which certain Holders of Impaired Claims entitled to vote shall, among other things, indicate their acceptance or rejection of the Plan in accordance with the Plan and the procedures governing the solicitation process.

15. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532.

16. “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware or such other court having jurisdiction over the Chapter 11 Cases.

17. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases, and the general, local, and xxxxxxxx rules of the Bankruptcy Court.

18. “Bar Date” means the applicable date established by the Bankruptcy Court by which respective Proofs of Claims and Interests must be filed.

19. “Bidding Procedures” means the bidding procedures attached as Exhibit 1 to the Bidding Procedures Order, as such bidding procedures may be amended from time to time in accordance with its terms.

20. “Bidding Procedures Order” means the Order (A) Establishing Bidding Procedures for Sale of Substantially all Assets, (B) Scheduling Auction and Sale Hearing, and (C) Approving Form and Manner of Notice Thereof, (II) Approving Sale of Substantially all Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests, and (III) Granting Related Relief [Docket No. []], as such order may be amended, supplemented, or modified from time to time.

21. “Birch Grove” has the meaning set forth in the DIP Credit Agreement.

22. “Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as that term is defined in Bankruptcy Rule 9006(a)).

23. “Cash” means the legal tender of the United States of America or the equivalent thereof.

24. “Causes of Action” means any action, claim, cross-claim, third-party claim, cause of action, controversy, dispute, demand, right, lien, indemnity, contribution, guaranty, suit, obligation, liability, loss, debt, fee or expense, damage, interest, judgment, cost, account, defense, remedy, offset, power, privilege, proceeding, license, and franchise of any kind or character whatsoever, known, unknown, foreseen or unforeseen, existing or hereafter arising, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively (including any alter ego theories), whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity or pursuant to any other theory of law (including under any state or federal securities laws). For the avoidance of doubt, Cause of Action also includes (i) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity, (ii) the right to object to Claims or Interests, (iii) any claim pursuant to section 362 or chapter 5 of the Bankruptcy Code, (iv) any claim or defense including

fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code, and (v) any Avoidance Action or state law fraudulent transfer claim.

25. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the chapter 11 case filed for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all Debtors, the jointly administered chapter 11 cases for all of the Debtors.

26. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors.

27. “Claims Objection Deadline” means the deadline for objecting to a Claim, which shall be on the date that is the later of (a)(i) with respect to Administrative Claims, 150 days after the Administrative Claims Bar Date or (ii) with respect to all other Claims, 180 days after the Effective Date and (b) such other deadline as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to such Claims.

28. “Claims Register” means the official register of Claims maintained by the Notice and Claims Agent.

29. “Class” means a category of Claims or Interests as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code.

30. “Committee” means the statutory committee of unsecured creditors, if any, appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the United States Trustee.

31. “Committee Professionals” means Persons or firms retained by any statutory committee appointed in the Chapter 11 Cases pursuant to section 328 or 1103 of the Bankruptcy Code.

32. “Compensation and Benefits Programs” means all employment, confidentiality, and non-competition agreements, bonus, gainshare, and incentive programs (other than awards of Equity Interests, stock options, restricted stock, restricted stock units, warrants, rights, convertible, exercisable, or exchangeable securities, stock appreciation rights, phantom stock rights, redemption rights, profits interests, equity-based awards, or contractual rights to purchase or acquire equity interest at any time and all rights arising with respect thereto), vacation, holiday pay, severance, retirement, supplemental retirement, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, employee expense reimbursement, and other benefit obligations of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and the employees, former employees and retirees of their subsidiaries.

33. “Confirmation” means the entry of the Confirmation Order by the Bankruptcy Court on the docket of the Chapter 11 Cases.

34. “Confirmation Date” means the date upon which Confirmation occurs.

35. “Confirmation Hearing” means the hearing conducted by the Bankruptcy Court pursuant to section 1128(a) of the Bankruptcy Code to consider confirmation of the Plan, as such hearing may be adjourned or continued from time to time.

36. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

37. “Consenting Prepetition Lenders” means the Holders of Prepetition Term Loan Claims that are or become party to the Restructuring Support Agreement in accordance with the terms thereof.

38. “Contract Noticing Procedures” means the procedures and deadlines relating to the provision of notice to and timing for objections by non-Debtor counterparties to Executory Contracts and Unexpired Leases in respect of Cure Costs and any other objections to assumption or assumption and assignment of Executory Contracts and Unexpired Leases, as approved by the Bankruptcy Court in the Order (I) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases, (II) Establishing Assumption Procedures, and (III) Granting Related Relief [Docket No. []].

39. “Cure Cost” means all amounts, including an amount of $0.00, required to cure any monetary defaults under any Executory Contract or Unexpired Lease (or such lesser amount as may be agreed upon by the parties to an Executory Contract or Unexpired Lease) that is to be assumed by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.

40. “D&O Liability Insurance Policies” means, collectively, all insurance policies (including any “tail policies” and all agreements, documents, or instruments related thereto) issued at any time to or providing coverage to of any of the Debtors for current or former directors’, managers’, and officers’ liability.

41. “Debtor Professionals” means Persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code, including Xxxxxx & Xxxxxxx LLP, Xxxxx Xxxxxxx Stargatt & Xxxxxx, LLP, PJT Partners LP, FTI Consulting, Inc., and Xxxxxxxx Xxxxxx Consultants LLC.

42. “Debtor Release” means the releases set forth in Article IX.B of the Plan.

43. “Debtor Releasing Parties” means the Debtors and the Reorganized Debtors, in their respective individual capacities and as debtors-in-possession, and on behalf of themselves and their respective Estates, including, without limitation, any successor to the Debtors, any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, and any persons who may purport to assert any Causes of Action derivatively through the foregoing persons.

44. “Definitive Documents” has the meaning set forth in the Restructuring Support Agreement.

45. “Definitive Document Consent Rights” means any and all consultation, information, notice, approval, and consent rights of the Required Consenting Lenders after consultation with Birch Grove set forth in the Restructuring Support Agreement or any other Definitive Document with respect to the form and substance of such Definitive Document; provided that, as set forth in the Restructuring Support Agreement, the form and substance of the Definitive Documents shall be reasonably acceptable to the Required Consenting Lenders and Birch Grove.

46. “DIP Agent” means ArrowMark Agency Services, LLC, in its capacity as administrative agent under the DIP Facility, and, if applicable, any successor agent.

47. “DIP Credit Agreement” means that certain Senior Secured Super-Priority Priming Term Loan Debtor-in-Possession Credit Agreement, as may be amended, supplemented, or modified from time to time, among the Debtors, the DIP Lenders, and the DIP Agent.

48. “DIP Facility” means certain credit facilities the terms of which are governed by the DIP Credit Agreement and agreements entered into in connection therewith, all as approved by the DIP Orders (as may be amended, modified, ratified, extended, renewed, restated or replaced from time to time in accordance with the DIP Credit Agreement and the DIP Orders).

49. “DIP Facility Claim” means any Claim held by the DIP Agent or DIP Lenders derived from or based upon the DIP Facility or the DIP Orders, including claims for all principal amounts outstanding, interest, fees, and expenses.

50. “DIP Lenders” means the lenders party to the DIP Credit Agreement from time to time.

51. “DIP Loans” means the New Money DIP Loans and the DIP Roll-Up Loans.

52. “DIP Orders” means, collectively, the Interim DIP Order and the Final DIP Order, as such orders may be modified from time to time in accordance with the terms thereof.

53. “DIP Roll-Up Loan Claims” means Claims in respect of DIP Roll-Up Loans.

54. “DIP Roll-Up Loans” means the refinanced, on a dollar-for-dollar basis, Tranche-D Loans of the Prepetition Lenders under the DIP Credit Agreement.

55. “Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and schedules thereto, as amended, supplemented, or modified from time to time, that is prepared and distributed in accordance with sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Bankruptcy Rule 3018, and other applicable law, subject to the Definitive Document Consent Rights.

56. “Disclosure Statement Order” means the order of the Bankruptcy Court approving the Disclosure Statement.

57. “Disputed” means, with respect to any Claim or Equity Interest, except as otherwise provided herein, a Claim or Equity Interest that is not Allowed and not disallowed under the Plan, the Bankruptcy Code, or a Final Order.

58. “Distribution Agent” means the Debtors or any Entity or Entities chosen by the Debtors, which Entities may include one or more of the Notice and Claims Agent, and the Agents, to make or to facilitate distributions required by the Plan.

59. “Distribution Record Date” means the date for determining which Holders of Claims are eligible to receive initial distributions under the Plan, which date shall be the Confirmation Date.

60. “Effective Date” means the date on which: (a) no stay of the Confirmation Order is in effect; and (b) all conditions specified in Article VIII.B of the Plan have been (i) satisfied or (ii) waived pursuant to Article VIII.C of the Plan.

61. “Entity” means an entity as defined in section 101(15) of the Bankruptcy Code.

62. “Equity Interest” means any issued, unissued, authorized, or outstanding shares of common stock, preferred stock, or other instrument evidencing an ownership interest in a Debtor, whether or not transferable, together with any warrants, equity-based awards, or contractual rights to purchase or acquire such interests at any time and all rights arising with respect thereto that existed immediately before the Effective Date; provided that Equity Interest does not include any Intercompany Interest.

63. “Equity Sale” means a Plan Sale Transaction in respect of all or substantially all of the Reorganized Starry Holdings Equity.

64. “Estate” means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to sections 301 and 541 of the Bankruptcy Code.

65. “Excluded Assets” means all assets contained in the definition or definitions of “Excluded Assets” set forth in any Sale Transaction Documentation (or such other similar term as may be used in any Sale Transaction Documentation).

66. “Exculpated Party” means (a) the Debtors; (b) the Reorganized Debtors; (c) the Committee; and (d) with respect to each of the foregoing in clauses (a), (b) and (c), solely to the extent they are estate fiduciaries, each such Entity’s current and former affiliates, and each such Entity’s and its current and former affiliates’ current and former subsidiaries, officers, directors (including any sub-committee of directors), managers, principals, members (including ex officio members and managing members), employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such on or after the Petition Date and prior to or on the Effective Date.

67. “Exculpation” means the exculpation provision set forth in Article IX.D of this Plan.

68. “Executory Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

69. “Exit Facility” means the credit facilities made available to the Reorganized Debtors on the Effective Date in the event of a Restructuring on the terms and conditions set forth in the Exit Facility Term Sheet and definitive documentation to be included in the Plan Supplement, which documentation shall provide for the issuance of New Warrants.

70. “Exit Facility Agent” means the administrative agent under the Exit Facility, and if applicable, any successor agent.

71. “Exit Facility Lenders” means the lenders participating in the Exit Facility from time to time.

72. “Exit Facility Term Sheet” means the term sheet containing the material terms and conditions to be included in the documentation in respect of the Exit Facility, attached as Exhibit F to the Restructuring Support Agreement.

73. “FCC” means the Federal Communications Commission.

74. “FCC Approval Process” means the process for obtaining all necessary permits, approvals, and consents with respect to the holding, transfer, or change in ownership of the Debtors’ FCC licenses.

75. “Final DIP Order” means the Final Order [].

76. “Final Order” means an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, seek reconsideration under Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure, seek a new trial, reargument, or rehearing and, where applicable, petition for certiorari has expired and no appeal, motion for reconsideration under Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure, motion for a new trial, reargument or rehearing or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought, or as to which any motion for reconsideration that has been filed pursuant to Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure or any motion for a new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided that the possibility that a motion

pursuant to Rule 60 of the Federal Rules of Civil Procedure or Bankruptcy Rule 9024, or any analogous rule, may be filed relating to such order or judgment shall not cause such order or judgment not to be a Final Order.

77. “General Administrative Claim” means any Administrative Claim, other than (i) a Professional Fee Claim or (ii) a Claim for fees and charges assessed against the Estates under chapter 123 of title 28 United States Code, 28 U.S.C. §§ 1911‑1930.

78. “General Unsecured Claim” means any unsecured Claim (other than an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an Intercompany Claim, or a Subordinated Claim), including without limitation, (a) Claims arising from the rejection of Unexpired Leases or Executory Contracts, and (b) Claims arising from any litigation or other court, administrative or regulatory proceeding, including damages or judgments entered against, or settlement amounts owing by, a Debtor in connection therewith.

79. “Governmental Unit” means a governmental unit as defined in section 101(27) of the Bankruptcy Code.

80. “Holder” means an Entity holding a Claim or Interest.

81. “Impaired” means “impaired” within the meaning of section 1124 of the Bankruptcy Code.

82. “Indemnification Provisions” means each of the Debtors’ indemnification provisions in effect as of the Petition Date, whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, management or indemnification agreements, employment contracts, or otherwise providing a basis for any obligation of a Debtor to indemnify, defend, reimburse, or limit the liability of, or to advances fees and expenses to, any of the Debtors’ current and former directors, officers, equity holders, managers, members, employees, accountants, investment bankers, attorneys, other professionals, and professionals of the Debtors, and such current and former directors’, officers’, and managers’ respective affiliates, each of the foregoing solely in their capacity as such.

83. “Initial Budget” has the meaning set forth in the DIP Credit Agreement.

84. “Initial Distribution Date” means the date that is on or as soon as practicable after the Effective Date when distributions under the Plan shall commence for each Class entitled to receive distributions.

85. “Insurance Contract” means all insurance policies that have been issued at any time to or provide coverage to any of the Debtors and all agreements, documents or instruments relating thereto, including but not limited to, D&O Liability Insurance Policies.

86. “Insurer” means any company or other entity that issued an Insurance Contract, any third party administrator, and any respective predecessors and/or affiliates thereof.

87. “Intercompany Claims” means, collectively, any Claim held by a Debtor against another Debtor.

88. “Intercompany Interest” means any issued, unissued, authorized, or outstanding shares of common stock, preferred stock, or other instrument evidencing an ownership interest in a Debtor held by another Debtor.

89. “Interests” means, collectively, Equity Interests and Intercompany Interests.

90. “Interim DIP Order” means the Interim Order (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Authorizing Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Claims, (IV) Granting Adequate Protection, (V) Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief [Docket No. []].

91. “Lien” means a lien as defined in section 101(37) of the Bankruptcy Code.

92. “Local Bankruptcy Rules” means the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware.

93. “Management Incentive Plan” means the management incentive plan of the Reorganized Debtors.

94. “New Board” means the initial board of managers or similar governing body of New Starry.

95. “New Common Equity” means the common equity in New Starry to be authorized, issued, or reserved on the Effective Date pursuant to the Plan.

96. “New Money DIP Loan Claims” means the Claims in respect of the New Money DIP Loans.

97. “New Money DIP Loans” means the new money term loans provided by the DIP Lenders under the DIP Credit Agreement.

98. “New Organizational Documents” means amendments to or restatements of the certificate or articles of incorporation, bylaws, limited liability company agreement or operating agreement of the Reorganized Debtors, as applicable, the forms of which shall be included in the Plan Supplement in the event of a Restructuring. For the avoidance of doubt, the New Organizational Documents shall be reasonably satisfactory to Birch Grove and shall include customary provisions regarding minority investor rights and protections.

99. “New Starry” means the newly formed limited liability company formed to, among other things, directly or indirectly acquire substantially all of the assets and/or stock of the Debtors and issue the New Warrants to be distributed pursuant to the Plan.

100. “New Warrants” means warrants in New Starry to be authorized and issued to the Exit Facility Lenders pursuant to the terms of the Exit Facility.

101. “Non-Debtor Releasing Parties” means (a) all Holders of Claims that vote to accept the Plan; (b) all Holders of Claims that are entitled to vote to accept or reject the Plan and that abstain from voting on the Plan or vote to reject the Plan but, in each case, do not “opt out” of the releases set forth in Article IX.C of the Plan by checking the box on their respective Ballot; (c) all Holders of Claims that are presumed to accept the Plan; (d) all Holders of Claims and Interests that are deemed to reject the Plan and that do not “opt out” of the releases provided by the Plan in accordance with the Disclosure Statement Order; (e) counterparties to Executory Contracts and/or Unexpired Leases that do not “opt out” of the

releases in accordance with the Disclosure Statement Order; (f) the DIP Agent and the Prepetition Agent; (g) the DIP Lenders and the Prepetition Lenders; (h) any Successful Bidder, if applicable, and (i) all other Released Parties (other than any Debtor Releasing Party).

102. “Non-Participating GUC Holder” means any Holder of a General Unsecured Claim that votes to reject the Plan or “opts out” of the Third-Party Release.

103. “Notice and Claims Agent” means Xxxxxxxx Xxxxxx Consultants LLC, in its capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to one or more orders of the Bankruptcy Court.

104. “Ordinary Course Professionals Order” means any order of the Bankruptcy Court permitting the Debtors to retain and compensate certain professionals in the ordinary course of their businesses.

105. “Other Priority Claim” means any Claim other than an Administrative Claim, DIP Facility Claim, or Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

106. “Other Secured Claim” means any Secured Claim, other than a DIP Facility Claim or Prepetition Term Loan Claim.

107. “Outside Sale Date” has the meaning set forth in the Bidding Procedures Order.

108. “Participating GUC Holder” means any Holder of a General Unsecured Claim that does not vote to reject the Plan and does not “opt out” of the Third-Party Release.

109. “Periodic Distribution Date” means the first Business Day that is as soon as reasonably practicable occurring approximately sixty (60) days after the immediately preceding Periodic Distribution Date.

110. “Person” means a “person” as defined in section 101(41) of the Bankruptcy Code and also includes any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other Entity, whether acting in an individual, fiduciary or other capacity.

111. “Petition Date” means the date on which each of the Debtors commenced the Chapter 11 Cases.

112. “Plan” means this joint plan of reorganization under chapter 11 of the Bankruptcy Code, either in its present form or as it may be altered, amended, modified, or supplemented from time to time in accordance with the Bankruptcy Code, the Bankruptcy Rules, or the terms hereof, as the case may be, including all schedules and exhibits, and the Plan Supplement, which is incorporated herein by reference, including all exhibits and schedules hereto and thereto, subject to the Definitive Document Consent Rights.

113. “Plan Administrator” means the person or entity, or any successor thereto, who, in the event of a Sale Transaction, on and after the Effective Date and shall have the rights, powers, and duties set forth in this Plan. The identity and compensation of the Plan Administrator shall be agreed to by the Debtors and shall be set forth in the Plan Supplement.

114. “Plan Sale Transaction” means the transfer, in one or more transactions, of the Acquired Assets to the applicable Successful Bidder and the assumption by the applicable Successful

Bidder of the Assumed Liabilities free and clear of all Liens, Claims, charges, and other encumbrances (other than the Assumed Liabilities) under this Plan and the Confirmation Order and pursuant to section 1123 of the Bankruptcy Code on the terms and conditions set forth in the Plan Sale Transaction Documentation.

115. “Plan Sale Transaction Documentation” means one or more asset purchase agreements or purchase and sale agreements and related documents, including, without limitation, the Assumed Contracts List, in each case, in form and substance reasonably acceptable to the Debtors, pursuant to which the Debtors will effectuate any Plan Sale Transaction.

116. “Plan Supplement” means a supplement or supplements to the Plan containing certain documents and forms of documents, schedules and exhibits, in each case subject to the terms and provisions of the Restructuring Support Agreement (including any applicable Definitive Document Consent Rights) relevant to the implementation of the Plan, to be filed with the Bankruptcy Court, as amended, modified or supplemented from time to time in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the terms of the Restructuring Support Agreement (including any applicable Definitive Document Consent Rights), which, subject to whether the Debtors consummate a Sale Transaction or a Restructuring, may include, but not be limited to the following documents: (a) the New Organizational Documents; (b) the Rejected Contracts List or the Assumed Contracts List; (c) a list of retained Causes of Action; (d) to the extent known, the identity of the members of the New Board; (e) the agreements with respect to the Exit Facility; (f) the documents related to the Management Incentive Plan, (g) the Restructuring Memorandum, and (h) to the extent a Successful Bidder for a Plan Sale Transaction is declared pursuant to the Bidding Procedures, the applicable Plan Sale Transaction Documentation.

117. “Plan Supplement Filing Date” means the date that is the earlier of at least Seven (7) Days prior to (i) the Voting Deadline and (ii) the date on which objections to Confirmation are due pursuant to the Disclosure Statement Order.

118. “Prepetition Agent” means ArrowMark Agency Services, LLC, as administrative agent and collateral agent under the Prepetition Credit Agreement, and any successor agent thereunder.

119. “Prepetition Credit Agreement” means that original credit agreement, as amended, among Starry, Inc., Starry Spectrum Holdings LLC, Starry (MA), Inc., Starry Spectrum LLC, Testco LLC, Widmo Holdings LLC, Vibrant Composites Inc., Starry Installation Corp. as obligors, the lenders and agents parties thereto, and the Prepetition Agent.

120. “Prepetition Lenders” means the Holders of the Prepetition Term Loan Claims.

121. “Prepetition Term Loan” means the Term Loans (as defined in the Prepetition Credit Agreement) under the Prepetition Credit Agreement.

122. “Prepetition Term Loan Claim” means any Claim on account of a Prepetition Term Loan.

123. “Priority Tax Claim” means a Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

124. “Pro Rata Share” means, with respect to any distribution on account of an Allowed Claim, a distribution equal in amount to the ratio (expressed as a percentage) that the amount of such Allowed Claim bears to the aggregate amount of all Allowed Claims in its Class.

125. “Professional Fee Claim” means a Claim by a Retained Professional seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred

during the Chapter 11 Cases, through and including the Effective Date, under sections 328, 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code.

126. “

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RESTRUCTURING SUPPORT AGREEMENT