Indemnification AgreementIndemnification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between [•], a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • New York
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of May 16th, 2016, by and among Barkbox, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Investor (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ContractNorthern Star Acquisition Corp. • February 1st, 2021 • Blank checks • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
BARKBOX, INC. BARKRETAIL, LLC WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • California
This LOAN AND SECURITY AGREEMENT is entered into as of October 12, 2017, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and BARKBOX, INC., a Delaware corporation (“Barkbox”) and BARKRETAIL, LLC, a Delaware limited liability company (“Barkretail”; Barkbox, Barkretail and any other Person who joins this Agreement as a “Borrower” in accordance with the terms hereof are sometimes referred to, individually, as a “Borrower” and, collectively, as the “Borrowers”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of [__________] by and among Northern Star Acquisition Corporation, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
ContractNorthern Star Acquisition Corp. • February 1st, 2021 • Blank checks • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
BARKBOX, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of November 27, 2020 Convertible Secured Notes due 2025Indenture • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • New York
INDENTURE dated as of November 27, 2020, between BARKBOX, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01).
ContractNorthern Star Acquisition Corp. • February 1st, 2021 • Blank checks • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
THIRD LOAN AND SECURITY MODIFICATION AGREEMENTThird Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Third Loan and Security Modification Agreement (this “Loan Modification”) is entered into as of December 3, 2018 by and between BARKBOX, INC., a Delaware corporation and BARKRETAIL, LLC, a Delaware limited liability company (collectively, “Existing Borrowers”, and each, an “Existing Borrower”), BARKPARK, LLC, a Delaware limited liability company (“New Borrower”, and together with Existing Borrowers, collectively, “Borrowers”, and each a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
FIRST AMENDMENT TO STATEMENT OF WORK NO. 1 UNDER THE INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO STATEMENT OF WORK NO. 1 UNDER THE INDEPENDENT CONTRACTOR AGREEMENT (“this Amendment”) is made by and between Barkbox, Inc., having an office and place of business at 221 Canal Street, Floor 2, New York, NY 10013 (“Barkbox”) and Prehype, LLC, having an office and place of business at 221 Canal Street, Floor 3, New York, NY 10013 (“Contractor”). As used in this Amendment, “Party” means either Barkbox or Prehype, as the context requires, and “Parties” means both Barkbox and Prehype.
BARKBOX, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is entered into by and among Barkbox, Inc., a Delaware corporation (the “Company”), and the other signatories hereto (each an “Investor” and collectively, the “Investors”), to amend that certain Second Amended and Restated Investors’ Rights Agreement dated as of May 16, 2016, by and among the Company and the parties named therein (the “Agreement”). Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Agreement.
SEVENTH LOAN AND SECURITY MODIFICATION AGREEMENTSeventh Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Seventh Loan and Security Agreement (this “Loan Modification”) is entered into as of July 31, 2020 by and between BARKBOX, INC., a Delaware corporation, BARKRETAIL, LLC, a Delaware limited liability company, and BARKPARK, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
FOURTH LOAN AND SECURITY MODIFICATION AGREEMENTFourth Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Fourth Loan and Security Modification Agreement (this “Loan Modification”) is entered into as of December 7, 2018 by and between BARKBOX, INC., a Delaware corporation, BARKRETAIL, LLC, a Delaware limited liability company, and BARKPARK, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
SECOND LOAN AND SECURITY MODIFICATION AGREEMENTSecond Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Second Loan and Security Modification Agreement (this “Loan Modification”) is entered into as of April 20, 2018 by and between BARKBOX, INC., a Delaware corporation and BARKRETAIL, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
FIFTH LOAN AND SECURITY MODIFICATION AGREEMENTFifth Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Fifth Loan and Security Agreement (this “Loan Modification”) is entered into as of October 7, 2019 by and between BARKBOX, INC., a Delaware corporation, BARKRETAIL, LLC, a Delaware limited liability company, and BARKPARK, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
BARKBOX, INC. THIRD AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • New York
This Third Amendment to the Second Amended and Restated Investors’ Rights Agreement (the “Amendment”) is made and entered into as of December 16, 2020 by and among Barkbox, Inc., a Delaware corporation (the “Company”), and the undersigned, representing the holders of at least 63% of the Registrable Securities (as defined in the Rights Agreement, as defined below) outstanding on an as-converted basis (the “Requisite Holders”), and further amends that certain Second Amended and Restated Investors’ Rights Agreement, dated as of May 16, 2016, by and among the Company and the Investors listed on Schedule A thereto (as amended and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Rights Agreement”).
A 35 — Lease, Business Premises. Loft, Office or Store 11 -98 DISTRIBUTED BY BlumbergExcelsior Inc. NYC 10013 This Lease made the 16th day of September, 2013 between 221 CANAL STREET LLC, 183 Centre Street, 6th Floor, New York, N.Y. 10013 hereinafter...Agreement of Lease • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
BARKBOX, INC. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • New York
This Second Amendment to the Second Amended and Restated Investors’ Rights Agreement (the “Amendment”) is made and entered into as of November 27, 2020 by and among Barkbox, Inc., a Delaware corporation (the “Company”), and the undersigned, representing the holders of at least 63% of the Registrable Securities (as defined in the Rights Agreement, as defined below) outstanding on an as-converted basis (the “Requisite Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Second Amended and Restated Investors’ Rights Agreement, dated as of May 16, 2016, by and among the Company and the Investors listed on Schedule A thereto (as amended and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Rights Agreement”).
EIGHTH LOAN AND SECURITY MODIFICATION AGREEMENTEighth Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Eighth Loan and Security Modification Agreement (this “Loan Modification”) is entered into as of November 27, 2020 by and between BARKBOX, INC., a Delaware corporation, BARKRETAIL, LLC, a Delaware limited liability company, and BARKPARK, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
NINTH LOAN AND SECURITY MODIFICATION AGREEMENTNinth Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Ninth Loan and Security Modification Agreement (this “Loan Modification”) is entered into as of January 22, 2021 by and between BARKBOX, INC., a Delaware corporation, BARKRETAIL, LLC, a Delaware limited liability company, and BARKPARK, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Loan and Security Modification Agreement (this “Loan Modification”) is entered into as of November 20, 2017 by and between BARKBOX, INC., a Delaware corporation and BARKRETAIL, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks • New York
This Independent Contractor Agreement (this “Agreement”) is entered into as of January 1st, 2012 (the “Effective Date”) between Barkbox Inc (“BARKBOX”), a Delaware corporation with its principal place of business at 50 Eldridge Street, 5th Floor, New York, NY 10002 and Prehype, LLC (“Contractor”), with the address specified on the signature page of this Agreement. Contractor acknowledges that both Contractor and Prehype LLC have previously executed and continue to be bound by the terms of an Invention and Non-Disclosure Agreement and a Non-Competition and Non-Solicitation Agreement, each dated on or about November 1, 2011. If there are any contradictions, The Nov 1, 2011 Agreements take precedence over this document. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SIXTH LOAN AND SECURITY MODIFICATION AGREEMENTSixth Loan and Security Modification Agreement • February 1st, 2021 • Northern Star Acquisition Corp. • Blank checks
This Sixth Loan and Security Agreement (this “Loan Modification”) is entered into as of February 25, 2020 by and between BARKBOX, INC., a Delaware corporation, BARKRETAIL, LLC, a Delaware limited liability company, and BARKPARK, LLC, a Delaware limited liability company (collectively, “Borrowers”, and each, a “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
