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.
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support 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.
