FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
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.
WHEREAS, the Company and the Investors desire to revise the voting thresholds applicable to certain actions in light of an extension of the Companys Series C Preferred Stock financing and the issuance and sale of the Companys Series C-1 Preferred Stock, par value $0.0001 per share;
WHEREAS, the Agreement may be amended pursuant to Section 6.6 thereof only with the written consent of (a) the Company and (b) the holders of at least 62% of the Registrable Securities then outstanding (on an as-converted basis).
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, constituting the parties necessary to amend the Agreement pursuant to Section 6.6 thereof, agree as follows:
1. Amendment of Section 1.32. Section 1.32 of the Agreement is hereby amended by deleting it in its entirety and substituting in lieu thereof the following:
1.32 Series C Preferred Stock means, collectively, shares of the Companys Series C Preferred Stock, par value $0.0001 per share, and shares of the Companys Series C-1 Preferred Stock, par value $0.0001 per share.
2. Amendment of Section 6.6. The reference to the holders of at least 62% of the Registrable Securities then outstanding (on an as-converted basis) in the first sentence of Section 6.6 is hereby amended to read the holders of at least 63% of the Registrable Securities then outstanding (on an as-converted basis).
3.1 Effect of Amendment. Except as specifically amended herein, the Agreement is hereby ratified and confirmed and shall remain in full force and effect. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Agreement to the Agreement, this Agreement, hereunder, hereof, herein or words of like import, and each reference in the other documents entered into in connection with the Agreement, shall mean and be a reference to the Agreement as amended hereby.