Northern Star Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
Northern Star Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of November, by and among Northern Star Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
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.
Northern Star Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTNorthern Star Acquisition Corp. • October 23rd, 2020 • Blank checks • New York
Northern Star Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement a
WARRANT AGREEMENTWarrant Agreement • November 13th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November 10, 2020 between Northern Star Acquisition Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of November 10, 2020 (“Agreement”), by and between Northern Star Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
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.
Northern Star Acquisition Corp. c/o Graubard Miller New York, New York 10175 Citigroup Global Markets Inc. New York, New York 10013Letter Agreement • October 23rd, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Northern Star Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of November 10, 2020 by and between Northern Star Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated December 16, 2020, is entered into by and between Northern Star Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHERN STAR ACQUISITION CORP., NSAC MERGER SUB CORP. and BARKBOX, INC. DATED AS OF DECEMBER 16, 2020Agreement and Plan of Reorganization • December 17th, 2020 • Northern Star Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 16, 2020 (the “Agreement Date”), by and among Northern Star Acquisition Corp., a Delaware corporation (“Parent”), NSAC Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Barkbox, Inc., a Delaware corporation (“Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub and the Company shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.
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.
Severance and Change in Control AgreementSeverance and Change in Control Agreement • January 3rd, 2023 • Bark, Inc. • Retail-retail stores, nec • New York
This Severance and Change in Control Agreement (the “Agreement”) is entered into as of January 3, 2023 (the “Effective Date”) by and between Zahir Ibrahim (the “Executive” or “you”) and BARK, Inc., a Delaware corporation (the “Company”). Certain capitalized terms are defined in Section 7.
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.
FORM OF SPONSOR SUPPORT AGREEMENTJoinder Agreement • December 17th, 2020 • Northern Star Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December [•], 2020, is entered into by and among Northern Star Sponsor LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Annex A hereto (together with the Sponsor Holdco, each a “Sponsor” and together, the “Sponsors”), Northern Star Acquisition Corp., a Delaware corporation (“Parent”) and Barkbox Inc., a Delaware corporation (the “Company”). Each of Sponsor, Parent and the Company are individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Reorganization, dated as of December [•], 2020 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and Parent, NSAC Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.
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.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2021 • Northern Star Acquisition Corp. • Retail-retail stores, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___________], 2021, is made and entered into by and among The Original BARK Company, a Delaware corporation, f/k/a Northern Star Acquisition Corporation (the “Company”), Northern Star Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Holder on Schedule A hereto and the undersigned parties listed under Additional Holder on Schedule A hereto (each such party and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
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.
ADVISOR AGREEMENTAdvisor Agreement • November 23rd, 2021 • Bark, Inc. • Retail-retail stores, nec • New York
This Advisor Agreement (the “Agreement”) is made effective as of November 12, 2021 (the “Effective Date”), by and between The Original BARK Company, a Delaware corporation (the “Company”), and John Toth, an individual (“Advisor”). In light of Advisor’s expertise in areas related to the Company's business and strategy, Company and Advisor agree as follows:
Employment AgreementEmployment Agreement • November 10th, 2021 • Original Bark Co • Retail-retail stores, nec • New York
This Agreement (the “Agreement”) is entered into by and between Howard R. Yeaton (the “Executive” or “you”) and The Original BARK Company, a Delaware corporation (the “Company”).
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”).
LEASE between 120 BROADWAY HOLDINGS, LLC,Lease • November 4th, 2021 • Original Bark Co • Retail-retail stores, nec • New York
(i)the Fair Market Rent shall be determined on the basis of the current use of the Subject Premises assuming that the Subject Premises are free and clear of all leases and tenancies (including this lease) and taking into account all relevant factors.
AMENDMENT NO. 1 TO THE OFFER LETTEROffer Letter • March 8th, 2021 • Northern Star Acquisition Corp. • Retail-retail stores, nec
This Amendment No. 1 to the Offer Letter (the “Amendment”) is entered into by and between Barkbox, Inc. (the “Company” or “Bark”) and Manish Joneja (“you”), effective as of February 4, 2021.
RELEASE AGREEMENTRelease Agreement • November 23rd, 2021 • Bark, Inc. • Retail-retail stores, nec • New York
This Release Agreement (the “Agreement”) is dated as of November 20, 2021 by and between The Original BARK Company (the “Company”), a Delaware corporation (the “Company”) and John Toth (“Executive;” or “You” and together with the Company, the “Parties”).
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”).
