Filed by sedaredgar.com - Bark Group Inc. - Exhibit 10.1






EXHIBIT 10.1 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

REGULATION S SUBSCRIPTION AGREEMENT 

(FOR NON-U.S. SUBSCRIBERS) 

THIS AGREEMENT is made effective as of the date of
acceptance set forth on the execution page to this Agreement. 

BETWEEN: 


  
    
      BARK GROUP INC., a Nevada corporation 

      (hereinafter called the “Company”) 

    

  



OF THE FIRST PART 

AND: 


  
    
      THE SUBSCRIBER LISTED ON THE EXECUTION PAGE TO THIS
        AGREEMENT 

      (hereinafter called the “Subscriber”) 

    

  



OF THE SECOND PART 

WHEREAS: 

	A. 	
      The Subscriber has agreed to subscribe for and purchase
      shares of the Company’s common stock on the terms and subject to the
      conditions of this Agreement.

	 	 
	B. 	
      The Company desires to accept the Subscriber’s
      subscription for shares of the Company’s common
stock.



NOW THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:




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ARTICLE 1 
DEFINITIONS 

1.1                    
Definitions. The following terms will have the following meanings for all
purposes of this Agreement: 

(a)          “Agreement”
shall mean this Agreement, and all schedules and amendments to the Agreement;


(b)          “Common
Stock” means the Common Stock of the Company with a par value of $0.001 per
share; 

(c)          “SEC
Filing” means the filings by the Company with the SEC pursuant to the Exchange
Act and the Securities Act; 

(d)          “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as
amended; 

(e)          “Subscriber”
shall mean the Subscriber executing the signature page to this Agreement; 

(f)         
“Offering” shall mean the offering of shares of Common Stock by the Company at
the Subscription Price; 

(g)          “SEC”
shall mean the United States Securities and Exchange Commission; 

(h)          “Securities
Act” shall mean the United States Securities Act of 1933, as amended;


(i)          “Shares”
means those Common Stock to be purchased by the Subscriber, as indicated on the
signature page to this Agreement; and 

(j)        
 “Subscription Price” means the subscription price of $_____ per Share payable
by the Subscriber to the Company in consideration for the purchase and sale of
the Shares in accordance with Section 2.1 of this Agreement. 

1.2                    
Schedules. The following schedules are attached to and form part of this
Agreement: 

                         
Schedule A Definition of U.S. Person 

1.3                    
Currency. All dollar amounts referred to in this agreement are in United
States funds, unless expressly stated otherwise. 

ARTICLE 2 
PURCHASE AND SALE OF SHARES 

2.1                    
Agreement to Subscribe. Subject to the terms and conditions of this
Agreement, the Subscriber hereby subscribes for and agrees to purchase from the
Company such number of Shares as is set forth upon the signature page hereof at
the Subscription Price. Upon execution, the subscription by the Subscriber will
be irrevocable. 

2.2                    
Payment of Subscription Price. The Subscription Price is payable by the
Subscriber contemporaneously with the execution and delivery of this
Subscription Agreement. The Company 




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acknowledges by execution of this Agreement the receipt and
payment of the Subscription Price in full by the Subscriber.

2.3                    
Acceptance by Company. Upon execution of this Agreement by the Company,
the Company agrees to sell such Shares to the Subscriber for the Subscription
Price. 

2.4                    
Compliance with Securities Laws. Any acceptance by the Company of the
Subscription is conditional upon compliance with all securities laws and other
applicable laws of the jurisdiction in which the Subscriber is resident. Each
Subscriber will deliver to the Company all other documentation, agreements,
representations and requisite government forms required by the lawyers for the
Company as required to comply with all securities laws and other applicable laws
of the jurisdiction of the Subscriber. 

2.5                    
Loan Pending Subscription. Pending acceptance of this subscription by the
Company, all funds paid by the Subscriber shall be deposited by the Company and
immediately available to the Company for its corporate purposes. In the event
the subscription is not accepted, the subscription funds will constitute a
non-interest bearing demand loan of the Subscriber to the Company. 

2.6                    
Delivery of Certificates. The Subscriber hereby authorizes and directs
the Company to deliver the securities to be issued to such Subscriber pursuant
to this Agreement to the Subscriber’s address indicated on the signature page of
this Agreement. 

2.7                    
No Minimum Subscription. The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company’s acceptance of the subscription is
not subject to any minimum subscription for the Offering. 

ARTICLE 3 
AGREEMENTS, REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER 

3.1                    
Exemption from Registration. The Subscriber acknowledges and agrees that
the Shares will be offered and sold to the Subscriber without such offers and
sales being registered under the Securities Act and will be issued to the
Subscriber in an offshore transaction outside of the United States in accordance
with a safe harbour from the registration requirements of the Securities Act
provided by Rule 903 of Regulation S of the Securities Act based on the
representations and warranties of the Subscriber in this Agreement. As such, the
Subscriber further acknowledges and agrees that all Shares will, upon issuance,
be “restricted securities” within the meaning of the Securities Act. 

3.2                    
Resales of Securities. The Subscriber acknowledges that that the Shares
may not be offered, resold, pledged or otherwise transferred except through an
exemption from registration under the Securities Act or pursuant to an effective
registration statement under the Securities Act and in accordance with all
applicable state securities laws and the laws of any other jurisdiction. The
Subscriber agrees to resell the Shares only in accordance with the provisions of
Regulation S of the Securities Act, pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration pursuant
to the Securities Act. The Subscriber agrees that the Company will refuse to
register any transfer of the Shares not made in accordance with the provisions
of Regulation S of the Securities Act, pursuant to registration under the
Securities Act, pursuant to an available exemption from registration. The
Subscriber agrees that the Company may require the opinion of legal counsel
reasonably acceptable to the Company in the event of any offer, sale, pledge or
transfer of any of the Shares by the Subscriber pursuant to an exemption from
registration under the Securities Act.




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3.3                    
No Requirement to Register. The Subscriber acknowledges and agrees that
the Company has no obligation to register the resale of the Shares pursuant to
the Securities Act or to otherwise qualify the Shares for resale under any
federal, state or provincial securities laws. 

3.4                    
Hedging Transactions. The Subscriber agrees not to engage in hedging
transactions with regard to the Shares unless in compliance with the Securities
Act. 

3.5                    
Share Certificates. The Subscriber acknowledges and agrees that all
certificates representing the Shares will be endorsed with the following legend,
or such similar legend as deemed advisable by legal counsel for the Company, to
ensure compliance with Regulation S of the Securities Act and to reflect the
status of the Shares as restricted securities: 


  “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
    BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN
    ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
    ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT
    BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
    WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
    THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
    HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
    COMPLIANCE WITH THE ACT.” 



3.6                    
Representations and Warranties of the Subscriber. The Subscriber,
represents and warrants to the Company as follows, and acknowledges that the
Company is relying upon such covenants, representations and warranties in
connection with the sale of the Shares to the Subscriber: 

(a)          The
Subscriber is not a “U.S. Person” as defined by Regulation S of the Securities
Act, as set forth in Schedule A of this Agreement.

(b)          The
Subscriber is not acquiring the Shares for the account or benefit of a U.S.
Person. 

(c)          The
Subscriber was not in the United States at the time the offer to purchase the
Shares was received or at the time this Agreement was executed. 

(d)          The
Subscriber has such knowledge, sophistication and experience in business and
financial matters such that it is capable of evaluating the merits and risks of
the investment in the Shares. The Subscriber has evaluated the merits and risks
of an investment in the Shares. The Subscriber can bear the economic risk of
this investment, and is able to afford a complete loss of this investment.

(e)          
The Subscriber acknowledges that the Company is in the early stages of
development of its business and the Company’s success is subject to a number of
significant risks, including the risk that the Company will not be able to
finance its plan of operations and that the Company’s business plan will not
succeed. The Subscriber acknowledges that any forward-looking information
provided by the Company to the Subscriber are subject to risks and uncertainties
and that the Company’s actual results may differ materially from the results
anticipated. 




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(f)          
The Shares will be acquired by the Subscriber for investment for the
Subscriber's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Subscriber has no
present intention of selling, granting any participation in, or otherwise
distributing the same. The Subscriber does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Shares. 

(g)         The Subscriber
has received or has had full opportunity to review the SEC Filings. The
Subscriber has had full opportunity to ask questions and receive answers from
representatives of the Company regarding the SEC Filings, the terms and
conditions of the Offering and the business, properties, prospects and financial
condition of the Company, each as is necessary to evaluate the merits and risks
of investing in the Shares. The Subscriber believes it has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Shares. The Subscriber has had full opportunity to discuss this
information with the Subscriber’s legal and financial advisers prior to
execution of this Agreement. 

(h)          The
Subscriber represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act. 

(i)          
The Subscriber has satisfied himself or herself as to the full observance of the
laws of his or her jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal
requirements within his jurisdiction for the purchase of the Shares; (ii) any
foreign exchange restrictions applicable to such purchase; (iii) any
governmental or other consents that may need to be obtained; (iv) the income tax
and other tax consequences, if any, that may be relevant to an investment in the
Shares; and (v) any restrictions on transfer applicable to any disposition of
the Shares imposed by the jurisdiction in which the Subscriber is resident. 

(j)          The
Subscriber has not purchased the Shares as a result of any form of general
solicitation or general advertising, including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast over radio, television or other form of telecommunications, or any
seminar or meeting whose attendees have been invited by general solicitation or
general advertising. 

(k)          This
Agreement has been duly authorized, validly executed and delivered by the
Subscriber. 

(l)          No
person has made to the Subscriber any written or oral representation that any
person will repurchase any of the Shares, that any person will refund the
purchase price of the Shares or as to the future price or value of the Shares.


(m)          The
funds being used to purchase the Shares will not represent proceeds of crime
under any applicable money laundering or equivalent legislation. 

(n)          No
securities commission, agency, governmental authority, stock exchange or other
regulatory body has reviewed or passed on the merits of the Shares. 




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ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY 

4.1                    
Representations and Warranties of the Company. The Company represents and
warrants to the Subscriber and acknowledges that the Subscriber is relying upon
such representations and warranties in connection with the execution, delivery
and performance of this Agreement: 

(a)          The
Company is a corporation duly incorporated and in good standing under the laws
of the State of Nevada, and has the requisite corporate power and authority to
conduct its business as it is currently being conducted, to enter into this
Agreement and to sell the Shares to the Subscriber. 

(b)          The
execution and delivery by the Company of this Agreement has been duly authorized
by all necessary action on the part of the Company, and no further consent or
action is required by the Company, its board of directors or its
stockholders.

(c)          The
issuance of the Shares has been duly authorized by all necessary corporate
action of the Company.

(d)          Upon
payment of the subscription price and issuance in accordance with the terms and
conditions of this Agreement, the Shares will be validly issued, fully paid and
non-assessable shares of the Company’s common stock.

(e)          
The existing stockholders of the Company have no pre-emptive or similar rights
to purchase shares of Common Stock from the Company. 

(f)         
 The issue and sale of the Shares by the Company does not and will not
conflict with, and does not and will not result in a breach of, any of the terms
of its Articles of Incorporation or Bylaws or any agreement or instrument to
which the Company is a party. 

ARTICLE 5 
MISCELLANEOUS PROVISIONS 

5.1                    
Effectiveness of Representations; Survival. Each party is entitled to
rely on the representations, warranties and agreements of each of the other
parties and all such representation, warranties and agreement will be effective
regardless of any investigation that any party has undertaken or failed to
undertake. The representation, warranties and agreements will survive the
purchase and sale of the Shares. 

5.2                    
Further Assurances. Each of the parties hereto will cooperate with the
others and execute and deliver to the other parties hereto such other
instruments and documents and take such other actions as may be reasonably
requested from time to time by any other party hereto as necessary to carry out,
evidence, and confirm the intended purposes of this Agreement. 

5.3                    
Amendment. This Agreement may not be amended except by an instrument in
writing signed by each of the parties. 

5.4                    
Expenses. Each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this
Agreement and the transactions contemplated hereby, including all fees and
expenses of agents, representatives, counsel, and accountants.




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5.5                    
Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior
arrangements and understandings, both written and oral, expressed or implied,
with respect thereto. Any preceding correspondence or offers are expressly
superseded and terminated by this Agreement. 

5.6                    
Severability. If one or more provisions of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from this
Agreement and the balance of this Agreement will be enforceable in accordance
with its terms. 

5.7                    
Notices. All notices and other communications required or permitted under
to this Agreement must be in writing and will be deemed given if sent by
personal delivery, faxed with electronic confirmation of delivery,
internationally-recognized express courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as will be specified by like
notice): 

If to the Investor: 

AT THE ADDRESS SET FORTH ON THE

SIGNATURE PAGE TO THIS AGREEMENT 

If to the Corporation: 

BARK GROUP INC. 
Ostergade
17-19, 3rd Floor, DK-1100 
Copenhagen K, Denmark 
Attention:
Mr. Anders Hageskov, Chief Executive Officer 

All such notices and other communications will be deemed to
have been received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of a fax, when the party sending such fax has received
electronic confirmation of its delivery, (c) in the case of delivery by
internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following
mailing. 

5.8                    
Headings. The headings contained in this Agreement are for convenience
purposes only and will not affect in any way the meaning or interpretation of
this Agreement. 

5.9                     Benefits.
This Agreement is and will only be construed as for the benefit of or
enforceable by those persons party to this Agreement. 

5.10                  
Assignment. This Agreement may not be assigned (except by operation of
law) by any party without the consent of the other parties. 

5.11                  
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed therein.

5.12                  
Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rule
of strict construction will be applied against any party.

5.13                  
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy 




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will be deemed to be execution and delivery of this Agreement
as of the date of its acceptance by the Company. 

5.14                  
Schedules and Exhibits. The schedules and exhibits are attached to this
Agreement and incorporated herein. 

5.15                  
Counterparts. This Agreement may be executed in one or more counterparts,
all of which will be considered one and the same agreement and will become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart. 

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above. 

	Number of Shares Subscribed for: 	 
	 	 
	Subscription Price (per Share): 	 
	 	 
	Total Subscription Price: 	 
	 	 
	Signature of Subscriber or Authorized Signatory of
      Subscriber: 	 
	 	 
	Name of Authorized Signatory of Subscriber (if applicable):
    	 
	 	 
	Title of Authorized Signatory of Subscriber (if
      applicable): 	 
	 	 
	Name of Subscriber: 	 
	 	 
	Address of Subscriber: 	 
	 	 
	  	 
	 	 
	ACCEPTED BY: 	 
	 	 
	BARK GROUP INC. 	 
	 	 
	Signature of Authorized Signatory: 	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	Position of Authorized Signatory: 	 
	 	 
	Date of Acceptance: 	 






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SCHEDULE A 

DEFINITION OF U.S. PERSON 

A “U.S. Person” is defined by
Regulation S of the Act to be any person who is: 

	 	(a) 	
      any natural person resident in the United
  States;

	 	 	 	 
	 	(b) 	
      any partnership or corporation organized or incorporated
      under the laws of the United States;

	 	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in the
      United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporate, or (if an individual) resident in the United States;
    and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any foreign
      jurisdiction; and

	 	 	 	 
	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts.