FORM OF SUPPORT AGREEMENT
This SUPPORT AGREEMENT (this Agreement), dated as of December , 2020, is entered into by and among Northern Star Acquisition Corp., a Delaware corporation (Parent), Barkbox Inc., a Delaware corporation (the Company), and each undersigned stockholder (any such stockholder, the Stockholder and, together with Parent, each a Party and collectively, the Parties) of the Company. 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 16, 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.
WHEREAS, as of the date of this Agreement, the Stockholder is the record holder, beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term beneficial or beneficially is used) owner, and has full voting power over the number of shares of Company Stock (the Shares) set forth on the Stockholders signature page hereto;
WHEREAS, the Company, Parent and Merger Sub have entered into the Merger Agreement in the form attached hereto as Annex A, which provides for the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger, pursuant to the provisions of the DGCL;
WHEREAS, the Stockholder acknowledges that, as a condition and material inducement to Parent and Merger Subs willingness to enter into the Merger Agreement, Parent has required that concurrently with the execution and delivery of the Merger Agreement, certain Company Stockholders specified in the Merger Agreement enter into this Agreement, agreeing to, among other things, (1) vote all of the Stockholders Subject Shares (as defined below) in favor of the adoption of the Merger Agreement, and (2) vote all of the Stockholders Subject Shares in favor of the termination of 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, the Second Amended and Restated Voting Agreement, dated as of May 16, 2016, by and among the Company, the Investors listed on Schedule A thereto and the Key Holders listed on Schedule B thereto, as amended, and Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of May 16, 2016, by and among the Company, the Investors listed on Schedule A thereto and the Key Holders listed on Schedule B thereto, as amended (collectively, the Financing Documents), and, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement, the Stockholder is willing to enter into this Agreement;