INDEMNITY AGREEMENTIndemnification Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 5, 2020, by and between FIRSTMARK HORIZON ACQUISITION CORP., a Delaware corporation (the “Company”), and Richard Heitzmann (“Indemnitee”).
36,000,000 Units FirstMark Horizon Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 2020, by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2020, is made and entered into by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT FIRSTMARK HORIZON ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 5, 2020Warrant Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 5, 2020, is by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 5, 2020, is entered into by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FirstMark Horizon Acquisition Corp.Underwriting Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Commo
FirstMark Horizon Acquisition Corp. New York, New York 10011Securities Subscription Agreement • September 18th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • Delaware
FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 8,625,000 shares of the Company’s Class B common stock (the “Shares”), par value $0.0001 per share (“Class B Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Com
SERIES Z SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
This SERIES Z SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 25, 2022, by and between Starry, Inc., a Delaware corporation (“Starry”), and each of the undersigned subscribers (each, a “Subscriber” and, collectively, the “Subscribers”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 9th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March [●], 2022, is made by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Group Holdings, Inc., a Delaware corporation (“New Starry”), and the undersigned investor[, for and on behalf of itself and any investor account on behalf of which it is entering into this Agreement] (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF WAIVER AND AMENDMENT NO. 1 TO SERIES Z SUBSCRIPTION AGREEMENTSeries Z Subscription Agreement • March 28th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks
THIS WAIVER AND AMENDMENT NO. 1 TO SERIES Z SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Series Z Subscription Agreement, dated as of October 6, 2021 (the “Series Z Subscription Agreement”), by and among each of the undersigned subscribers (each, a “Subscriber”) and Starry, Inc., a Delaware corporation (“Starry”), is made as of March [●], 2022 by and among the Subscribers and Starry. Capitalized terms used, but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Series Z Subscription Agreement.
STARRY GROUP HOLDINGS, INC. 38 Chauncy Street, Suite 200 Boston, MA 02111 March 28, 2022Waiver of Closing Conditions • March 28th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks
FIRST Amendment To Investment management trust agreementInvestment Management Trust Agreement • March 14th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2022 by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Trust Agreement (as defined below).
AMENDMENT LETTERAmendment Letter • March 14th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks
FirstMark Horizon Acquisition Corp. New York, NY 10011Administrative Services Agreement • October 8th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
This letter agreement by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and FirstMark Capital LLC, a Delaware limited liability company (“FirstMark”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-248916) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF WAIVER AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks
THIS WAIVER AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Subscription Agreement, dated as of October 6, 2021 (the “Subscription Agreement”), by and among the undersigned subscriber (the “Subscriber”), FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Starry Group Holdings, Inc. (f/k/a Starry Holdings, Inc.), a Delaware corporation (“Holdings”), is made as of March [●], 2022 by and among the Subscriber, the Company and Holdings. Capitalized terms used, but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement.
FirstMark Horizon Acquisition Corp. New York, NY 10011Administrative Services Agreement • September 18th, 2020 • FirstMark Horizon Acquisition Corp. • Blank checks • New York
This letter agreement by and between FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and FirstMark Capital LLC, a Delaware limited liability company (“FirstMark”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST Amendment To Sponsor support agreementSponsor Support Agreement • March 28th, 2022 • FirstMark Horizon Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of March 28, 2022 by and among FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the individuals whose names and signatures are set forth on the signature page to this Amendment (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Group Holdings, Inc. (formerly Starry Holdings, Inc.), a Delaware corporation (“Pubco”), and Starry, Inc., a Delaware corporation (the “Company” and, collective with the Sponsors, SPAC and Pubco, the “Parties”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Sponsor Support Agreement (as defined below).
