Form of Amendment Repurchase and Lock-Up Agreement dated April 3, 2009 entered into by all shareholders of Exwal Inc. in connection with the acquisition of Bark Corporation A/S by Exwal, Inc
EXHIBIT 10.28
April 3, 2009
BARK GROUP INC.
Ostergade 17-19, 3rd Floor, DK-1100 Copenhagen K, Denmark
April 3rd, 2009
TO THE UNDERSIGNED SHAREHOLDER OF BARK GROUP INC.
Dear Sirs/Mesdames:
Re: | Repurchase and lock-up agreement entered into between Bark Group Inc. (Bark |
Group, formerly Exwal Inc.) and the shareholder of Bark Group named below |
We write further to:
- the repurchase and lock-up agreement entered into between Bark Group and yourself as a shareholder of Bark Group (the Repurchase Agreement), and
- the amendment to the Repurchase Agreement dated July 14, 2008 between Bark Group and yourself (the First Amendment Agreement).
As you are aware, Bark Group has not completed the Financing contemplated by and defined in the Repurchase Agreement by either June 30, 2008, as originally contemplated in the Repurchase Agreement, or September 30, 2008, as contemplated in the First Amendment Agreement. The Financing is defined in the Repurchase Agreement as an equity financing to be completed by Bark Group whereby Bark Group will issue not more than 2,857,143 shares of its common stock for aggregate gross proceeds of not less than $10 million. As the Financing did not complete by September 30, 2008, Bark Group is entitled under the Repurchase Agreement to exercise its option to repurchase your shares of Bark Group at a price of $0.001 per share. However, Bark Group will agree not to exercise its right to repurchase provided that you agree to the following amendments to the Repurchase Agreement:
- The Financing Termination Date, as defined in Section 1.1 of the Repurchase Agreement and as amended by the First Amendment Agreement, is hereby extended to June 30, 2009 and Bark Group will be entitled to exercise the right of repurchase pursuant to the Option, as defined in Section 2.1 of the Repurchase Agreement following such date if the Financing has not been completed by June 30, 2009.
- The repurchase rights under the Repurchase Agreement will not apply to any shares sold by you pursuant to the Companys Form S-1 registration statement subsequent to this registration statement being declared effective by the United States Securities and Exchange Commission and prior to the exercise of the right of repurchase, provided such sales are completed within the lock-up provisions included in the Repurchase Agreement.
- For the purposes of Section 2.2 of the Repurchase Agreement, you hereby agree that delivery of written notice of exercise of the Option and payment to you of the Option Price can be effected by delivery to DeBondo Capital on your behalf.
Page 2
- The Repurchase Agreement continues in full force and effect without amendment except as provided for herein.
If these amendments to the Repurchase Agreement are acceptable to you, we ask that you execute a copy of this letter where indicated below and return it to us by no later than April 13, 2009.
Yours truly,
BARK GROUP INC.
Per: /s/ Bent Helvang
Bent Helvang, Chairman
EXECUTION BY SHAREHOLDER: | |
Number of Shares of Bark Group Inc. Held: | Shares |
Date of Execution: | |
Signature of Shareholder or Authorized Signatory of Shareholder: | |
Name and Title of Authorized Signatory of Shareholder (if Shareholder is not an individual): | |
Name of Shareholder: | |
Address of Shareholder: | |
E-mail Address of Shareholder: | |
Telephone Number of Shareholder: |