Bark Group Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






THIS SHARE PURCHASE AGREEMENT is made 9 April 2010

BETWEEN:

	 	(i) 	
      Bark Group Inc. 280 Madison Avenue, #912 - 9th
      Floor, New York City, New York 10016, USA through its fully owned
      subsidiary Bark Corporation A/S, company no. (omitted), Østergade 17-19,
      1100 Copenhagen, Denmark, both companies are jointly referred to as
      ("Purchaser");



and

	 	(ii) 	
      Niclas Fröberg, 

	 	(iii) 	
      Carl Johan Grandinson 

	 	(iv) 	
      Jacob de Geer, 

	 	(v) 	
      Filip Scheja, 

	 	(vi) 	
      Malin Johansson, 

	 	(vii) 	
      Linda Kokovic, 

	 	(viii) 	
      Anna Helena Sverkersdotter Westin,  ("Westin")



the parties under (ii)-(viii) above are collectively referred
to as “Sellers” and the parties under (ii)-(iii) are collectively
referred to as the “Principal Shareholders”. 

Purchaser and Seller are hereinafter referred to as the
“Parties” and each of them individually a “Party”.

WHEREAS

	a. 	
      Tre Kronor Media AB, reg. no. (omitted) is a company
      incorporated under the laws of Sweden, with its registered office at
      Sveavägen 17, 111 57 Stockholm, Sweden, (the “Company”) having an
      issued share capital of SEK 100,000 divided into 1000 shares (the
      “Shares”);

	 	 
	b. 	
      The Company is legal and beneficial owner of the shares
      in its wholly-owned subsidiary United Media Nation Limited, reg. no.
      (omitted) (the “Subsidiary”), which is a dormant company.

	 	 
	c. 	
      The Company and the Subsidiary are collectively referred
      to as the “Company Group”.

	 	 
	d. 	
      The Sellers are the sole owners of the Shares as set out
      below:




	 	Seller 	 No of Shares 	(%) 
	 	Niclas Fröberg 	 452 	45,2 
	 	Carl Johan Grandinson 	 226 	22,6 
	 	Jacob de Geer 	 226 	22,6 
	 	Filip Scheja 	 29 	2,9 
	 	Malin Johansson 	 19 	1,9 
	 	Linda Kokovic 	 19 	1,9 
	 	Westin 	 29 	2,9 
	 	Total 	1,000 	100,0 




	e. 	
      Niclas Fröberg and Carl Johan Grandinson carry out the
      daily management of the Company. The Sellers, apart from Jacob de Geer,
      are employed by the Company. Jacob de Geer is only a passive owner of his
      part of the Shares which will be reflected in this
  Agreement.



1





	f. 	
      Sellers now desire to sell all of the Shares to the
      Purchaser - a company listed in the US at OTC Bulletin Board under code
      BKPG- and Sellers wish to become shareholders in the Bark Group as well as
      becoming key management in the further expansion of the Bark Group in
      Sweden according to the provisions set out in this
  Agreement.



NOW THEREFORE

In order to carry out the contemplated transactions, the
Parties agree to the following terms and conditions:

	1. 	
      Definitions and Interpretation

	 	 	 
		1.1 	
      In addition to the definitions set out above or elsewhere
      in this Agreement, as used in this Agreement, the following terms shall
      have the following meanings unless the context clearly indicates
      otherwise:




	 	Accounting Principles 	the general accepted accounting principles
      provided for in the Swedish Annual Accounts Act and as consistently
      applied in the Accounts for the Company Group. 
	 	  	  
	 	Accounts 	all of the accounts of the Company Group
      presented to Purchaser – all un-audited – including the accounts for the
      period 1 January - 31 December 2009, comprising of the balance sheet as of
      December 31, 2009 and a profit and loss account for the year ended at
      December 31, 2009, and the period 1 January - 28 February 2010, as
      Enclosure 1.1 (a); 
	 	  	  
	 	Agreement 	this Share Purchase Agreement (including the
      Enclosures hereto); 
	 	  	  
	 	Budget 2010-2012 	the budget made for the Company Group for
      2010-2012, as Enclosure 1.1. (b); 
	 	  	  
	 	Business 	the particulars of the Group Company’s business
      as disclosed to Purchaser; 
	 	  	  
	 	Bark 	  
	 	Consideration Shares 	41,000,000 restricted common stock (each having
      a par value of 0.1488 cent) in Bark Group Inc. to be issued to Sellers as
      payment for the Shares; 
	 	  	  
	 	Completion 	the issue and delivery of the Shares to the
      Purchaser and such other actions as are necessary in order to consummate
      the transactions contemplated under this Agreement as further described in
      section 4; 
	 	  	  
	 	Completion Date 	19 April 2010 or such later date on which the
      Parties agree; 
	 	  	  
	 	  	  
	 	Due Diligence Material 	the material disclosed by Sellers to Purchaser
      prior to entering into this Agreement; 
	 	  	  
	 	Encumbrance 	includes any interest or equity of any person,
      including any right to acquire, option or right of pre-emption, or any
      mortgage, charge, pledge, lien, assignment, retention rights,
  beneficial ownership, hypothecation, security
      interest, including any created by law, title retention or other security;    


2





		Exchange Act 	the United States Securities Exchange Act of
      1934, as amended; 
	 	  	  
		Intellectual Property 	intellectual property rights and in general all
      rights in inventions, patents, copyrights, design rights, trademarks and
      trade names, logos, brands, internet domain names, service marks, trade
      secrets, data base-rights, and other intellectual property rights, whether
      registered or not of the Company Group all defined according to Swedish
      laws on intellectual property rights; 
	 	  	  
	 	Ordinary Course of 	  
		Business 	means in respect of any transaction involving
      the Company Group and/or its Business as conducted in accordance with past
      practice and in line with industry norms undertaken by the Company Group
      in good faith, and not for the purposes of evading any covenant or
      restriction or undertaking in this Agreement; 
	 	  	  
		Representations 	the representations and warranties made by
      Principal Shareholders and as applicable by the Sellers to Purchaser as in
      full set out in Enclosure 5.1, attached hereto; 
	 	  	  
	 	SEC 	the United States Securities and Exchange
      Commission; 
	 	  	  
	 	Securities Act 	the United States Securities Act of 1933, as
      amended; 
	 	  	  
		Taxes 	all taxes, however denominated, including
      interest, penalties, and other additions that may become payable, imposed
      by any applicable statute, rule or regulation of any governmental,
      regulatory or other authority or body of any nature, including, but not
      limited to, taxes, withholdings, administrative and other charges in
      respect of income, profits, gain, payroll, social security or other social
      benefits, insurances, value added tax, property, stamps and transfers,
      which the Company is required to pay, withhold or collect; and 
	 	  	  
	 	US GAAP 	means United States Generally Accepted
      Accounting 
	 	  	Principles. 




	 		
      The table of contents and headings in this Agreement are
      inserted for convenience only and shall not affect its
  construction.

	 	 	 
	 	1.2 	
      Unless the context otherwise requires words denoting the
      singular shall include the plural and vice versa, references to any gender
      shall include all other genders and references to persons shall include
      bodies corporate, unincorporated associations and partnerships, in each
      case whether or not having a separate legal personality. References to the
      word “include” or “including” are to be construed without
    limitation.

	 	 	 
	 	1.3 	
      References in this Agreement to any act, statute or
      statutory provision include a reference to that act, statute or statutory
      provision as amended, extended, consolidated or replaced from time to time
      (whether before or after the date of this Agreement) and include any
      order, regulation, instrument or other subordinate legislation made under
  the relevant statute or statutory provision.



3





		1.4 	
      Each enclosure and each certificate and document
      delivered under this Agreement forms part of this Agreement.

	 	 	 
		1.5 	
      Where any obligation pursuant to this Agreement is
      expressed to be undertaken or assumed (or similar) by any Party, such
      obligation shall be construed as requiring the Party concerned to exercise
      all rights and powers of control over the affairs of any other person,
      which that Party is able to exercise (whether directly or indirectly) in
      order to secure performance of such obligation.

	 	 	 
	2. 	
      Stock Issuance and Certain Lock Up
    Restrictions

	 	 	 
		2.1 	
      Subject to the terms and conditions of this Agreement,
      upon Completion and against duly transfer of the Shares to Purchaser, the
      payment through Bark Consideration Shares shall be issued to Sellers in
      proportion to their respective current ownership of the Shares.

	 	 	 
		2.2 	
      35,000,000 of the Bark Consideration Shares shall be
      delivered to the Sellers at Completion duly issued to the Sellers, which
      issuance shall be registered in the shareholders’ register of Bark Group
      Inc. The Sellers will each receive the following number of Bark
      Consideration Shares as the fixed payment for the
Shares:





	 	Seller 	 	No of Bark Consideration Shares 	 
	 	Niclas Fröberg 	 	15,810,000 	 
	 	Carl Johan Grandinson 	 	7,905,000 	 
	 	Jacob de Geer 	 	7,905,000 	 
	 	Filip Scheja 	 	1,020,000 	 
	 	Malin Johansson 	 	680,000 	 
	 	Linda Kokovic 	 	680,000 	 
	 	Westin 	 	1,000,000 	 
	 	Total 	 	35,000,000 	 



	 	2.3 	
      All of the Bark Consideration Shares delivered to the
      Sellers under this Agreement are subject to a so called 3 year lock up
      period calculated from the Completion Date however not longer than 30 June
      2013, during which period they are restricted from being sold or otherwise
      transferred, as explicitly stated in this Agreement. Further, after the 3
      year lock up period any sale or transfer of the Bark Consideration Shares
      may not exceed 10% of the previous day’s registered turnover of all of
      Bark Group Inc. shares as listed on OTC Bulletin Board.

	 	 	 
	 	2.4 	
      Regardless of the restriction set forth in Section 2.3,
      the Principal Shareholders and Jacob de Geer may each year sell part of
      the Bark Consideration Shares provided that the sales price accumulated
      for the Principal Shareholders and Jacob de Geer in total does not exceed
      SEK 3,000,000 and that the transfers do not exceed 10 % of the daily
      registered turnover of all of Bark Group Inc. shares as listed on OTC
      Bulletin Board; however in 2010 the Principal Shareholders and Jacob de
      Geer may only sell Bark Consideration Shares as mentioned as of the date
      following 6 months after the Completion Date.

	 	 	 
			
      In 2010 only, the Purchaser agrees, in addition to the
      above:



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	 		i) 	
      that Niclas Fröberg shall replace part of his Bark
      Consideration Shares against a cash payment from the Purchaser in the
      amount of SEK 3,000,000 to be paid as follows; in May SEK 750,000, in June
      SEK 750,000 and in July SEK 1,500,000, the replacement of shares will be
      based on the valuation of the date of payment; and

	 	 	 	 
	 		ii) 	
      that Carl Johan Grandinson and Jacob De Geer each may
      sell Bark Consideration Shares in for an amount not exceeding SEK
      1,500,000 according to the SEC rules.

	 	 	 	 
	 	2.5 	
      In the event that the Bark Group Inc. (including its
      subsidiaries) in the reasonable opinion of the Sellers i) has not raised
      share capital injections or external financing via convertible notes
      during 2010 in the total amount of USD 3,0 million the Sellers have the
      right to reverse this Agreement by written notice to be given no later
      than 15 January 2011 to Purchaser; in such case each of the Parties shall
      return all of what it has received under this Agreement including the Bark
      Consideration Shares and the Shares including the value of Bark
      Consideration Shares which have been sold, and no Party shall have any
      claim or obligation against the other in such case of reversal of the
      Agreement. The return shall take place within 30 days from such notice
      except for the Shares and the Bark Consideration Shares (as well as cash
      received under section 2.4) which shall be returned immediately. For the
      avoidance of doubt the Company Group and the Sellers shall keep all salary
      payments.

	 	 	 	 
	 	2.6 	
      In order to make the reversal, set out above under
      section 2.2 possible, the Purchaser may not take any decisions which would
      have a material adverse effect on the possibility of making the reversal
      effective.




	3. 	
      Valuation of the Shares and payment and Adjustments
      (good vs. bad leaver)

	 	 	 	 
		3.1 	
      The basis for the price and valuation of the Company
      Group is the performance and the results as presented by Sellers to
      Purchaser and the Budget 2010-2012.

	 	 	 	 
		3.2 	
      In addition to the fixed payment set forth in Section
      2.2, the following has been agreed as a possible further variable payment
      depending on the outcome of the Earnings Before Tax (“EBT”) of the
      audited financial accounts of the Company for the accounting years
      2010-2012, which are the agreed budget targets of the Company. It is
      understood that the EBT is to be calculated applying the same principles
      as when establishing the Accounts for 2009 and that the management fee in
      section 10.1 and 10.2 Sellers’ additional and any additional charges such
      as costs for the new CFO, separate costs related to Purchaser’s reporting
      and other separate costs introduced by the Purchaser after Completion –
      where such costs are solely connected with the fact that Purchaser is a
      listed company - shall have no influence on the calculation of EBT. For
      the avoidance of doubt it is understood that all of the above charges and
      costs shall not influence the Sellers’ right, excluding Westin, to the
      additional variable payment or trigger possible reductions of the purchase
      price.

	 	 	 	 
			
      The variable payment shall be paid by the Purchaser to
      the Sellers, excluding Westin, as set out below:

	 	 	 	 
			a) 	
      EBT being more SEK 2 million for 2010; payment of
      2,000,000 Bark Consideration Shares



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      b) 
	EBT being more SEK 3 million for 2011; payment of
    2,000,000 Bark Consideration Shares 
	 	 	 	 
	 	 	c) 	EBT being more SEK 4 million for
    2012; payment of 2,000,000 Bark Consideration Shares
	 	 	 	 
	 		
      Alternatively, the Sellers, excluding Westin shall
      receive 4,000,000 Bark Consideration Shares if the accumulated EBT for
      2010 and 2011 is more than SEK 5 million or 6,000,000 Bark Consideration
      Shares if the accumulated EBT for 2010, 2011 and 2012 is more than SEK 9
      million.

	 	 	 	 
	 	3.3 	
      The Sellers may receive in total 41,000,000 Bark
      Consideration Shares but not less than 35,000,000 Bark Consideration
      Shares as set out in section 2.2. The additional up to 6,000,000 of the Bark Consideration
      Shares shall be transferred in the names of the Sellers, excluding
      Westin, in proportion to the number of Shares which the Sellers presently
      own within 30 days after submission to the relevant authorities (Sweden:
      Bolagsverket) of the audited financial statements of the Company and are
      all subject to the same restrictions as set forth in section 2.3 and 2.4
      until 30 June 2013. Each Seller, currently employed by the Company, shall
      be employed throughout a full financial year to be entitled to receive any
      part of the further Bark Consideration Shares for that year.

	 	 	 	 
	 	3.4 	
      The Parties agree that each Principal Shareholder
      currently employed is important to the continuing success of the Company
      Group and the fulfillment of the budget targets mentioned in Section
      3.2.

	 	 	 	 
	 	3.5 	
      Accordingly Niclas Fröberg shall remain as Chief
      Executive Officer ("CEO") of the Company and Carl Johan Grandinson shall
      remain as Chief Operative Officer (“COO”) of the Company. Niclas Fröberg
      shall be member of the board of directors of Bark Corporation A/S Niclas
      Fröberg and Carl Johan Grandinson shall be members of the executive
      management of Bark Corporation A/S. Further Niclas Fröberg and Carl Johan
      Grandinson shall as CEO and COO respectively be responsible for and manage
      the Bark International Media Division.

	 	 	 	 
	 	3.6 	
      Niclas Fröberg’s and Carl Johan Grandinson’s main focus
      will be to establish the Purchaser’s Stockholm office and the integration
      of the Purchaser with the Company as well as heading the Bark
      International and Swedish Media Division.

	 	 	 	 
	 	3.7 	
      Niclas Fröberg and Carl Johan Grandinson will be
      responsible for the roll out, consolidation and the result of the
      Purchaser’s media companies in Scandinavia and Europe. This will be
      reflected in separate agreements as part of the sale and purchase of the
      Company (whether a legal entity or not). Employment agreements laying down
      their duties and responsibilities shall be entered into and shall be part
      of the Agreement. The Purchaser agree that any assignment or work which
      Niclas Fröberg and Carl Johan Grandinson carry out outside their work as
      CEO and COO in the Company shall be covered by the Purchaser, as agreed
      from case to case.

	 	 	 	 
	 	3.8 	
      With the aim of maintaining the value of the Company
      Group the following has been agreed in case any of the Sellers’
      employments with the Company Group would terminate before 30 June 2013,
      after which date the Bark Consideration Shares are free from any
      restrictions. If a Seller currently employed by the Company ceases to be
      an employee of the Company, such Party shall be referred to as a
      “Leaver”.



6





	 	3.9 	
      “Bad Leaver” means a Leaver whose contract of
      employment is terminated by reason of (a) that person’s resignation (other
      than in the circumstances set out in paragraph 3.10), or (b) by summary
      dismissal or (c) because the person:




	 	(i) 	
      committed any serious or persistent breach of his
      obligations under the employment contract or terms of appointment or under
      this Agreement;

	 	 	 
	 	(ii) 	
      committed a serious offence or breach of law that
      reflects adversely on the integrity of that person and the
    Purchaser;

	 	 	 
	 	(iii) 	
      is the subject of bankruptcy proceedings or has a
      receiving order made against him or takes advantage of any legislation
      affording relief to insolvent debtors; or

	 	 	 
	 	(iv) 	
      becomes disqualified from being a Director of the Company
      or is the subject of censure by any regulatory
authority.




	 	3.10 	
      “Good Leaver” means a Leaver who ceases to be an
      employee for reasons other than being a Bad Leaver, which shall include,
      but not be limited to, ceasing to be employed by reason of one or more of
      the following factors:




	 	(i) 	
      redundancy;

	 	 	 
	 	(ii) 	
      the Leaver’s resignation, when such resignation, is
      determined by a court of competent jurisdiction to have been a
      constructive dismissal of the Leaver as a result of the employer
      committing a repudiatory breach of its obligations under the Leaver’s
      employment contract;

	 	 	 
	 	(iii) 	
      unfair dismissal;

	 	 	 
	 	(iv) 	
      death of the Leaver (in which event the value shall be
      paid to the Leaver’s executor on transfer of the Bark Consideration Shares
      for distribution, as appropriate, to the beneficiaries of that Leaver’s
      estate), if death occurs more than 18 months after the Completion
    Date;

	 	 	 
	 	(v) 	
      incapacity of the Leaver such that he is no longer
      capable of discharging his duties (as certified to the satisfaction of the
      Company by a medical practitioner) if this event occurs more than 18
      months after the Completion Date; or

	 	 	 
	 	(vi) 	
      retirement of the person from full time employment due to
      the serious ill health or disablement of the Leaver’s spouse or any
      dependent child if this event occurs more than 18 months after the
      Completion Date.




	 	3.11 	
      A Principal Shareholder which is to be considered to be a
      Bad Leaver shall receive a cash payment of USD 600,000 to be paid by
      Purchaser to such Principal Shareholder after termination of his
      employment. In connection with such cash payment all of the Bark
      Consideration Shares transferred, or to be transferred, to such Principal
      Shareholder shall be returned to Purchaser save for the Principal Share
      Holder’s share of 10,000,000 of the Bark Consideration Shares which
      Purchaser may buy from such Principal Shareholder at the price of 0,10 USD
      per share during a period of 12 months after termination of the
      employment. Niclas Fröberg’s share equals to 6,666,667 Bark Consideration
      Shares and Carl Johan Grandinson’s share equals to 3,333,333 Bark
      Consideration Shares.

	 	 	 
	 	3.12 	
      A Principal Shareholder which is to be considered to be a
      Good Leaver shall receive a cash payment of USD 600,000 to be paid by
      Purchaser to such Principal Shareholder within 3 months after termination
      of his employment. Each Principal Shareholder shall keep his Bark
      Consideration Shares. The Purchaser holds a right of first refusal to
      purchase the Bark Consideration Shares at market price during a period of
    12 months after the termination of the employment.



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	 	3.13 	
      In the case of a Leaver, who is not a Principal
      Shareholder and who ceases to be an employee or ceases to hold office by
      reason of being a Bad Leaver (as defined above), all of the Bark
      Consideration Shares held by that Leaver shall be transferred at the
      request and in accordance with the directions of the Purchaser. Any such
      request shall be made within one (1) month following the date that the
      Leaver ceases to be an employee of the Company. In the case of a Leaver
      who ceases to be an employee by reason of being a Good Leaver that Leaver
      shall be under no obligation to transfer his
Shares.





	4. 	
      Conditions, Actions at Completion, and Certain Actions
      after Completion

	 	 	 	 
		4.1 	
      Completion shall take place at the premises as agreed
      between the Parties, subject to the duly executed actions set forth in
      Sections 4.2 and 4.3.

	 	 	 	 
		4.2 	
      Sellers shall deliver the following to
  Purchaser:

	 	 	 	 
			4.2.1 	
      The share register of the Company updated to reflect the
      transfer of the Shares.

	 	 	 	 
			4.2.2 	
      New employments agreements to be entered into between
      each of the Principal Shareholders.

	 	 	 	 
			4.2.3 	
      Those enclosures (referred to herein) not completed upon
      signing of this Agreement, shall be delivered in agreement between the
      Parties.

	 	 	 	 
		4.3 	
      Purchaser shall deliver the following to
  Sellers:

	 	 	 	 
			4.3.1 	
      Documentation of transfer of 35,000,000 Bark
      Consideration Shares

	 	 	 	 
			4.3.2 	
      Documentation that the audited accounts for 2009 of Bark
      Group Inc. does not adversely deviate by more than 50% (equity and EBITDA)
      from the unaudited accounts set out in Enclosure 4.3.2

	 	 	 	 
		4.4 	
      A shareholders meeting to be held in the Company Group
      where new board of directors is appointed. The Board shall be composed of
      the following persons:




	 	Name 	Position 
		Niclas Fröberg 	Chairman during 2010 
	 	Carl Johan Grandinson 	  
	 	Bent Helvang 	  
	 	Ulrik Gerdes 	  


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	5. 	
      Representations by Principal
Shareholders

	 	 	 	 
		5.1 	
      On the date of signing this Agreement and Completion,
      Principal Shareholders represent and warrant to Purchaser that the
      Representations set forth in Enclosure 5.1 are true and
    correct.

	 	 	 	 
		5.2 	
      Each of the Representations shall be deemed separate and
      independent.

	 	 	 	 
		5.3 	
      The Principal Shareholders further agree, represent and
      warrant that no later than 60 days after Completion, they shall cause
      audited accounts for the period 1 January – 31 December 2009 to be
      completed and such unaudited interim financial statements for any interim
      period subsequent to 31 December 2009 required to enable the Purchaser to
      comply with its reporting obligations under the Exchange Act. All such
      accounts to be made in accordance with the Accounting Principles with
      reconciliation to US GAAP in the manner required by the SEC in order to
      enable the Purchaser to comply with its obligations under the Exchange
      Act. The Principal Shareholders shall present the Company figures in a
      format which assists the Purchaser in preparing the audited accounts in
      accordance with GAAP rules and in a format appropriate for filing with the
      SEC. Further, the audited accounts will include the period from 1 January
      – 31 December 2008 if the Purchaser determines, based on the advice of its
      legal and accounting professional advisors, that such accounts are
      required in order to enable the Purchaser to comply with its obligations
      under the Exchange Act. It is understood that the costs for such US GAAP
      reconciliation will always be borne by the Company and that such
      reconciliation may never exceed an amount of SEK 150,000.

	 	 	 	 
	6. 	
      Representations and Warranties of
  Purchaser

	 	 	 	 
		6.1 	
      Purchaser represents and warrants that this Agreement has
      been validly executed and delivered by persons authorized to sign for and
      on behalf of Purchaser, and that this Agreement constitutes the valid,
      legal and binding obligations of Purchaser enforceable in accordance with
      its terms. Purchaser represents and warrants that it will deliver the Bark
      Consideration Shares as the owner of such shares, with full legal title
      and no Encumbrances other than as set out in this Agreement and that the
      Purchaser in connection herewith has acted in accordance with the relevant
      SEC rules and the Securities Act.

	 	 	 	 
	7. 	
      Undertakings by Principal Shareholders

	 	 	 	 
		7.1 	
      For the purpose of assuring the full benefit of
      transferring the Shares to Purchaser, the Principal Shareholders
      explicitly agree and undertake during thirty (thirty) months from
      Completion Date not to, directly or indirectly, whether on their own
      account or for the account of any other person or company:

	 	 	 	 
			
      7.1.1 
	carry out any commercial activity, directly or
      indirectly, through enterprises, companies or other legal entities
      controlled by or controlling Sellers or through financing, employment,
      consulting or in any other way, anywhere in Sweden, which competes or may
      compete with the Company Group's current activities.
	 	 	 	 
			
      7.1.2 
	induce or solicit any employee of the Company Group or
      the Bark Group into an employment relationship or to engage such employee
      in any activity in favor of other parties.


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			If the Principal Shareholders (the
      “Defaulting Party”) commits a breach of Section 7.1.1 or 7.1.2 and
      either (1) the breach can not be remedied, or (2) the Defaulting Party
      does not remedy the breach within ten (10) Business Days of the Purchaser
      sending it written notice requiring it to remedy the breach, the
      Defaulting Party shall compensate the Purchaser for any direct loss that
      arises or results from the relevant breach or inaccuracy. In addition to
      becoming liable for direct losses, a penalty of SEK 150,000 shall
      apply in each case of a breach and be increased with SEK 75,000 per
      month for such time the breach is continuing.
	 	 	 
	8. 	
      Claims and Survival

	 	 	 
		8.1 	
      No claim shall be brought by Purchaser in respect of any
      breach of the Representations and/or undertakings under Section 6 and/or
      other sections under this Agreement, unless notice in writing of such
      claim has been given by Purchaser within 3 months after the Purchaser
      discovers the basis for such claim, specifying the nature of the
    claim.

	 	 	 
		8.2 	
      The Representations shall survive for up to eighteen (18)
      months from the Completion Date, with exception of the Representations on
      Taxes, to which the applicable statutes of limitations under Swedish civil
      and fiscal law shall apply plus six months.

	 	 	 
		8.3 	
      Claims for breach of Representations regarding Taxes
      shall not be subject to the qualifications set out in Section
  9.3.

	 	 	 
	9. 	
      Liability for Principal Shareholders

	 	 	 
		9.1 	
      The Principal Shareholders shall be severally and not
      jointly responsible for representations set out in section 5 and are
      liable for the total amount of direct losses resulting from a breach of a
      representation or undertaking, provided that the total maximum liability
      for such Principal Shareholder in respect of claims under this Agreement
      shall not exceed an amount corresponding to the value of the Bark
      Consideration Shares transferred to each Principal Shareholder. This means
      that a Principal Shareholder is only responsible for a claim in relation
      to the pro rata portion of the Bark Consideration Shares received. It is
      specifically agreed that the Principal Share Holders shall be allowed to
      satisfy a claim in full or in part by returning a number of Bark
      Consideration Shares in a corresponding amount based on market value. The
      Parties agree that payment of a claim with Bark Consideration Shares shall
      not have an impact on the Principal Shareholders’ right to, and
      specifically does not allow the Purchaser to set off claims or withhold
      any amounts of, the cash payment set out in section 3.11 and
  3.12.

	 	 	 
		9.2 	
      None of the limitations contained in this Section 9 shall
      apply to:

	 	 	 
			
      a) any claim pertaining to section ownership of the
      Shares; or

	 	 	 
			
      b) Seller has acted with gross negligence.

	 	 	 
		9.3 	
      Sellers shall have no liability in respect of any breach
      or breaches of the Representations or any other Section of this Agreement,
      unless:

	 	 	 
			
      a) 
	the amount of loss for Purchaser in respect of such
      breach or breaches exceeds SEK 100,000 or


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			b) 	the aggregate amount of direct losses suffered by
      Purchaser exceeds SEK 250,000, in which case (subject to the other
      provisions of this Section 9) the full amount of the liability shall be
      payable).
	 	 	 
			
      For the purpose of this provision, Purchaser may pursue a
      claim regardless of the fact if the claim is raised against one or more of
      the Sellers and thereby a claim shall per se not be deemed to be less than
      stated above.

	 	 	 
		9.4 	
      If the loss is tax-deductible for the Purchaser the loss
      shall be reduced by the actual tax savings made.

	 	 	 
	10. 	
      Miscellaneous

	 	 	 
		10.1 	
      The Parties agree that Purchaser’s administrative and
      operational cost for handling the Company Group shall be covered in the
      form of a monthly payment, commencing after Completion; the management fee
      shall equal a yearly maximum amount of USD 250.000. For the avoidance of
      doubt, the management fee shall be deducted when calculating EBT in
      accordance with section 3.2.

	 	 	 
		10.2 	
      The Parties agree that the Company Group will be hiring a
      CFO according to Purchaser’s request and with the participation of
      Purchaser. The CFO ́s profile must be able to do financing according to US
      GAAP and SOX rules. The CFO must be part of the key personal structure.
      The salary has to be agreed between the Parties and according to the
      budget for such an individual.

	 	 	 
		10.3 	
      The Parties’ agreed joint business plan for the Company
      Group is attached as Enclosure 10.3.

	 	 	 
	11. 	
      Publicity and confidentiality

	 	 	 
		11.1 	
      The Parties agree to keep the terms and contents of this
      Agreement in the strictest confidence, and not to reveal any details to
      third parties unless mutually agreed by in writing the Parties hereto,
      except to the extent necessary to obtain governmental consents and
      financing, and other than required by statutory or regulatory
      requirements, for the Bark Group the requirements under relevant Stock
      Exchange regulations. This duty of confidentiality shall not apply to (i)
      information imparted to the legal counsel, accountant or other advisor of
      a Party in connection with the negotiations; (ii) information which has
      entered or will enter the public domain without this being due to a breach
      of this clause 11; (iii) information that a Party possesses at the time of
      entering into this Letter of Intent; and (iv) information that a Party is
      obliged to disclose either by law or consolidated act.

	 	 	 
	12. 	
      Entire Agreement

	 	 	 
		12.1 	
      This Agreement, together with the Enclosures hereto,
      constitutes the entire agreement among the Parties with respect to the
      transactions set out herein, and no amendments, modifications or changes
      hereto shall be binding and effective, unless made in writing and duly
      signed by each of the Parties hereto.



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		12.2 	
      To the extent that any of the provisions contained in
      this Agreement shall be determined to be invalid or unenforceable, no such
      invalidity or unenforceability shall affect the validity or enforceability
      of the remaining provisions contained herein. The invalid or unenforceable
      provision shall be construed as an undertaking by the Parties to make all
      efforts to procure and effect any amendment or alteration as may be
      necessary to carry out the intention of the provision in
  question.

	 	 	 
	13. 	
      Notices

	 	 	 
		13.1 	
      All notices, requests, demands, instructions or other
      communications hereunder shall be in writing and shall be deemed to have
      been duly given if faxed (receipt acknowledged), personally delivered or
      mailed (via registered or certified mail), as follows:

	 	 	 
			
      if to Sellers: the address listed above

	 	 	 
			c. c. MAQS Law Firm Advokatbyrå AB,
			
      Att. Anders Åberg and Johan Lannering, 

	 	 	Norrmalmstorg 1, Box 7009, 
	 	 	103 86 Stockholm 
	 	 	Fax +46 8 407 09 10
			
      E-mail: anders.aberg@se.maqs.com;
      johan.lannering@se.maqs.com

	 	 	 
			
      if to Purchaser: the address first written
above

	 	 	 
			c. c. Danders & More, attn. Mr. Claus Abildstrøm
			
      Lautrupsgade 7, 7. 

	 	 	DK-2100 Copenhagen 
	 	 	Denmark 
	 	 	Fax +45 33129515
			
      E-mail: claus.abildstrom@dandersmore.com

	 	 	 
			
      as long as the Parties do not give notice to each other
      of any other address.

	 	 	 
	14. 	
      Costs and fees

	 	 	 
		
      Each company (Tre Kronor & Bark) shall bear its own
      costs and fees incurred in connection with the due diligence negotiation,
      preparation and execution of this Agreement, including any fees of
      financial and legal advisors. For the sake of clarity and not withstanding
      anything to the contrary herein, the Company shall cover the Sellers’ fees
      and transaction costs.

	 	 	 
	15. 	
      Governing Law and Arbitration

	 	 	 
		15.1 	
      All matters arising out of or relating to this Agreement
      shall be governed by and construed in accordance with the laws of Denmark,
      excluding its choice of law rules.

	 	 	 
		15.2 	
      Any dispute arising out of or relating to this Agreement
      or to the transactions contemplated hereby shall be ultimately paid by the
      a panel of arbitrators appointed by the Copenhagen Arbitration Institute
      (the “Institute”) in accordance with the rules of procedure of the
      Intsitute. The panel shall be composed by one (1) arbitrator appointed by
      the Institute. The panel shall distribute the Parties’ full costs in
      respect of reasonable lawyers’ fees and the costs of the arbitration court
      in the proportion to the percentage to which each Party is proved right by
      the arbitration court’s decision. The place of arbitration shall be
      Copenhagen and the language of the proceedings shall be English, unless the Parties
      agree to Swedish/Danish. If the matter disputed concerns more than one (1)
      party, the parties agree that the proceedings shall be
  accumulated.



12





	 	15.3 	
      All communications between the Parties concerning a
      dispute and correspondence with the panel prior to, during and/or after
      arbitration proceedings, including the arbitration award, are strictly
      confidential.



The Parties hereto have duly executed and signed this Agreement,
in eight originals.

*****************************************************************

For Sellers

	/s/ Niclas
      Fröberg 	 	 
       /s/ Carl Johan Grandinson 
	Mr. Niclas Fröberg 	 	Mr. Carl Johan Grandinson 
	  	 	  
	/s/ Jacob de
      Geer 	 	 
       /s/ Filip Scheja 
	Mr. Jacob de Geer 	 	Mr. Filip Scheja 
	  	 	  
	/s/ Malin
      Johansson 	 	 
       /s/ Linda Kokovic 
	Ms. Malin Johansson 	 	Ms. Linda Kokovic 
	  	 	  
	For Purchaser 	 	  
	  	 	  
	/s/ Bent
      Helvang 	 	  
	Mr. Bent Helvang 	 	  
	  	 	  
	/s/ Klaus
      Aamann 	 	  
	Mr. Klaus Aamann 	 	  


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