SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
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).
WHEREAS, the Company, the undersigned Requisite Holders and certain other stockholders of the Company are parties to the Rights Agreement;
WHEREAS, Section 2.10 of the Rights Agreement provides that the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to (i) include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) initiate a demand for registration of any securities held by such holder or prospective holder (the Limitation on Subsequent Registration Rights);
WHEREAS, Section 6.6 of the Rights Agreement provides that any term of the Rights Agreement may be amended and the observance of any term of the Rights Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Requisite Holders;
WHEREAS, the Company shall issue 5.50% Convertible Junior Secured Notes due 2025 (the Notes) pursuant to that certain Note Purchase Agreement, dated as of the date hereof, by and among the Company and the lenders set forth on the Schedule of Lenders thereto (the Noteholders), and shall grant to the Noteholders certain registration rights for the Common Stock of the Company issued upon conversion of the Notes, subject to the terms and conditions of the Rights Agreement (the Registration Rights);
WHEREAS, the undersigned, representing the Requisite Holders, wish to (a) waive, pursuant to Sections 2.10 and 6.6 of the Rights Agreement, the Limitation on Subsequent Registration Rights and any rights to notice relating thereto and (b) amend, pursuant to Section 6.6 of the Rights Agreement, the Rights Agreement, in each case, with respect to (i) the issuance of the Notes and the issuance of Common Stock issued upon the conversion thereof, (ii) the modification of Section 6.9 to add Noteholders as additional Investors and (iii) the granting of the Registration Rights to the Noteholders in respect of shares of Common Stock issued or issuable upon the conversion of their Notes.