LIMITED LIABILITY COMPANY AGREEMENT OF BARK INTERNATIONAL, LLCLimited Liability Company Agreement • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of BARK International, LLC (the “Company”) is entered into as of the 15th day of March, 2021, by BarkBox, Inc., a Delaware corporation, as sole member (the “Member”).
ADDITIONAL GRANTOR JOINDER AGREEMENTJoinder Agreement • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • New York
This ADDITIONAL GRANTOR JOINDER AGREEMENT, dated as of June 2, 2021 is delivered pursuant to (a) Section 8.15 of the Security Agreement, dated as of November 27, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among BARKBOX, INC., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto (the “Guarantors” and together the Company, each a “Grantor” and collectively, the “Grantors”) and U.S. Bank National Association, in its capacity as Collateral Agent pursuant to the Indenture (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”). Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Security Agreement.
SUPPLEMENTAL INDENTURE #1Supplemental Indenture • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • New York
SUPPLEMENTAL INDENTURE #1 (this “Supplemental Indenture”), dated as of April 30, 2021, between Barkbox, Inc., a Delaware corporation (the “Company”), BarkPark, LLC, a Delaware limited liability company (“Park”), BarkRetail, LLC, a Delaware limited liability company (“Retail”: and, together with Park, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
SECURITY AGREEMENTSecurity Agreement • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • New York
THIS SECURITY AGREEMENT (as amended, modified, supplemented or restated and in effect from time to time, this “Agreement”), dated as of November 27, 2020, is made by and among BARKBOX, INC., a Delaware corporation (the “Company”), the Guarantors from time to time party hereto (the “Guarantors” and together with the Company, each a “Grantor” and collectively, the “Grantors”), U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties.
SUPPLEMENTAL INDENTURE #2Supplemental Indenture • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • New York
SUPPLEMENTAL INDENTURE #2 (this “Supplemental Indenture”), dated as of June 2, 2021, between The Original BARK Company (known prior to the closing of the SPAC Transaction as Northern Star Acquisition Corp) (“New BARK”), formerly a special purpose acquisition company, a Delaware corporation and the direct parent, upon the closing of the SPAC Transaction, of Barkbox, Inc. (or its successor), a Delaware corporation (the “Company”), Bark International, LLC, a Delaware limited liability company (“International”), The Original Bark Company Pty Ltd, an Australian proprietary limited company, “Original”, and together with New BARK and International, the “Guarantors” and each a “Guarantor”), the Company, and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
LIMITED LIABILITY COMPANY AGREEMENT OF BARKRETAIL, LLCLimited Liability Company Agreement • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of BarkRetail, LLC (the “Company”) is dated as of October 31, 2016 and entered into by Barkbox, Inc, the sole member of the Company as of the date hereof (the “Member”).
SUBORDINATION AGREEMENTSubordination Agreement • June 23rd, 2021 • BarkPark, LLC • Retail-retail stores, nec • New York
This SUBORDINATION AGREEMENT, dated as of November 27, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (as defined below) (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the Subordinated Credit Parties, and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).
