EX-4.20 12 d39269dex420.htm EX-4.20 EX-4.20

Exhibit 4.20

Execution Version

ADDITIONAL GRANTOR JOINDER AGREEMENT

This ADDITIONAL GRANTOR JOINDER AGREEMENT, dated as of June 2, 2021 is delivered pursuant to (a) Section 8.15 of the Security Agreement, dated as of November 27, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among BARKBOX, INC., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto (the “Guarantors” and together the Company, each a “Grantor” and collectively, the “Grantors”) and U.S. Bank National Association, in its capacity as Collateral Agent pursuant to the Indenture (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”). Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Security Agreement.

By executing and delivering this Joinder Agreement, each of the undersigned hereby becomes a party to and Grantor under the Security Agreement with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as security for the full, prompt, complete and final payment when due (whether at stated maturity, by acceleration or otherwise) and prompt performance and observance of all the Secured Obligations, the undersigned hereby grants to the Collateral Agent, for itself and for the benefit of the Secured Parties, a security interest in and to all of the undersigned’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired by each of the undersigned or in which the undersigned now holds or hereafter acquires any interest and expressly assumes all obligations and liabilities of a Grantor thereunder. From and after the date hereof, each of the undersigned shall for all purposes be a party to the Security Agreement and shall have the same rights, benefits and obligations as a Grantor party thereto.

The information set forth in Annex I is hereby added to the information set forth in Schedules I, II, III and IV and Exhibits A, B, and C to the Security Agreement.

The undersigned hereby represents and warrants that each of the representations and warranties contained in the Security Agreement, made with respect to the undersigned and giving effect to this Joinder Agreement, is true and correct in all material respects on and as the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier shall be disregarded with respect to such representation and warranty.

This Joinder Agreement shall be governed by, construed and enforced in accordance with, the internal law of the State of New York without reference to conflicts of law rules other than Section 5-1401 of the General Obligations Law of the State of New York except that matters concerning the validity and perfection of a security interest shall be governed by the conflict of law rules set forth in the UCC. The undersigned hereby consents to the application of New York civil law to the construction, interpretation and enforcement of this Joinder Agreement, and to the application of New York civil law to the procedural aspects of any suit, action or proceeding relating thereto, including, but not limited to, legal process, execution of judgments and other legal remedies.


This Joinder Agreement may be executed in any number of counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Transmission by facsimile, “PDF” or similar electronic format of an executed counterpart of this Joinder Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. Any signature to this agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this agreement. The Grantors agree to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Collateral Agent, including without limitation the risk of the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

[This Space Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

 

BARK INTERNATIONAL, LLC

  Barkbox, Inc., as Sole Member

By:

 

LOGO

 

  Name: John Toth
  Title: Chief Financial Officer

THE ORIGINAL BARK COMPANY

By:

 

LOGO

 

  Name: John Toth
  Title: Chief Financial Officer

ACKNOWLEDGED AND AGREED

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Collateral Agent

 

By:  

 

  Name:
  Title:

[Signature Page to Security Joinder]


ACKNOWLEDGED AND AGREED

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Collateral Agent

 

By:

 

LOGO

 

  Name: James W. Hall
  Title: Vice President

[Signature Page to Security Joinder]


ANNEX I

SCHEDULE I

LEGAL NAME; JURISDICTION OF FORMATION; BOOKS AND RECORDS;

LOCATION OF COLLATERAL

 

Legal Name

  

Jurisdiction of Formation

  

Chief Executive Office; Principal Place of
Business; Location of Books and Records

   Other
Collateral
Locations
Bark International, LLC    Delaware   

221 Canal St., Fl 6

New York, NY 10013

   N/A

The Original BARK Company

   Delaware   

221 Canal St., Fl 6

New York, NY 10013

   N/A


SCHEDULE II

COMMERCIAL TORT CLAIMS

None.


SCHEDULE III

(See Section 3.09 of Security Agreement)

DEPOSIT ACCOUNTS

 

Name of Grantor

  

Name of Institution

  

Account Number

  

Check here if Deposit
Account is a Collateral
Deposit Account

  

Description of Deposit
Account if not a Collateral
Deposit Account

The Original BARK Company

   JPMorgan    758933704    X   


SCHEDULE IV

LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY

STOCKS

 

Name of Grantor    Issuer   

Certificate

Number(s)

   Number
of
Shares
     Class of Stock    Percentage
of
Outstanding
Shares
    Percentage
of Pledged
Shares
 

Bark International, LLC

   The Original
Bark Company
Pty Ltd
   N/A      1000      Ordinary Shares      100     100

The Original BARK Company

   Barkbox, Inc.    N/A      1000      Common      100     100

BONDS

 

Name of Grantor    Issuer      Number      Face
Amount
     Coupon
Rate
     Maturity  

None.

              

GOVERNMENT SECURITIES

 

Name of Grantor    Issuer      Number      Type      Face
Amount
     Coupon
Rate
     Maturity  

None.

                 

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)

 

Name of Grantor    Issuer      Description
of
Collateral
     Percentage
Ownership
Interest
 

None.