THIRD AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
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).
WHEREAS, the Company, the undersigned Requisite Holders and certain other stockholders of the Company are parties to the Rights Agreement;
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 undersigned holders representing the Requisite Holders; and
WHEREAS, the Company and the undersigned Requisite Holders desire to amend and restate certain sections of the Rights Agreement as set forth herein.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
2. Amendment to the Rights Agreement.
2.1 Section 2.11 of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
2.11 Market Stand-off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter or financial advisors, as applicable, (i) during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 in connection with an IPO, and ending on the date specified by the Company and the managing underwriter (such period not to