INDENTURE INDENTURE, dated as of [●], 20[●], between Bird Global, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”): WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and...Indenture • June 23rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
ACTIVE/123827119.2 1 BIRD GLOBAL, INC. $25,000,000 EQUITY DISTRIBUTION AGREEMENT June 23, 2023 Canaccord Genuity LLC 99 High Street, Suite 1200 Boston, Massachusetts 02110 Ladies and Gentlemen: Bird Global, Inc., a Delaware corporation (the...Equity Distribution Agreement • June 23rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
Execution Version US-DOCS\137537505.8 AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT, dated as of December 30, 2022 (this “Agreement”), by and among each of the Lenders signatory hereto, the Borrower (as...Loan and Security Agreement • January 4th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
Bird Global, Inc. Indemnification and Advancement AgreementIndemnification and Advancement Agreement • November 9th, 2021 • Bird Global, Inc. • Motorcycles, bicycles & parts • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of November 4, 2021 by and between Bird Global, Inc., a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors (the “Board”) or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all agreements between the Indemnitee and the Company, to the extent covering the indemnification of such Indemnitee as a member of the Board or an officer of the Company.
Execution Version US-DOCS\137537508.5 AMENDMENT NO. 4 TO MASTER SCOOTER OPERATING LEASE AND SERVICING AGREEMENT AMENDMENT NO. 4 TO MASTER SCOOTER OPERATING LEASE AND SERVICING AGREEMENT, dated as of December 30, 2022 (this “Agreement”), by and among...Master Scooter Operating Lease and Servicing Agreement • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts
Execution Version 1 US-DOCS\137586120.8 THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT OR AGREEMENT IS SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 30, 2022, BY AND AMONG, INTER ALIA, MIDCAP FINANCIAL TRUST AND U.S....Guarantee • January 4th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
ContractLoan and Security Agreement • November 18th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts
Execution Version US-DOCS\131770162.7 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 12, 2022, is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the...Standby Equity Purchase Agreement • November 18th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
US-DOCS\145063127.6 CAN_DMS: \1001226907 THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT OR AGREEMENT IS SUBJECT TO THE AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF SEPTEMBER 19, 2023, BY AND AMONG, INTER ALIA, MIDCAP...Pledge and Collateral Agreement • September 29th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts
EXECUTION VERSION 1 SECOND AMENDED AND RESTATED EMEA GUARANTY AND PLEDGE AGREEMENT This SECOND AMENDED AND RESTATED EMEA GUARANTY AND PLEDGE AGREEMENT (the “EMEA Guaranty”), dated as of October 7, 2022, made by Bird Rides International Holding, Inc....Emea Guaranty and Pledge Agreement • October 11th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
EXECUTION VERSION US-DOCS\144653556.8 CAN_DMS: \1001135821 AMENDED AND RESTATED LOAN AGREEMENT Dated as of September 19, 2023 by and among BIRD RIDES, INC., as Borrower, BIRD GLOBAL, INC., as Parent, BIRD US HOLDCO, LLC, as Holdco Guarantor, THE...Loan Agreement • September 29th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
EXECUTION VERSION i US-DOCS\137120358.19 CAN_DMS: \149532846\17 SHARE PURCHASE AGREEMENT by and among 1393631 B.C. UNLIMITED LIABILITY COMPANY, BIRD GLOBAL, INC., BIRD CANADA INC., MKB PARTNERS FUND II, LIMITED PARTNERSHIP, MKB PARTNERS FUND II...Share Purchase Agreement • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • Delaware
US-DOCS\134927895.5 BIRD RIDES, INC. Ben Lu September 21, 2022 Dear Mr. Lu, Bird Rides, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described in this Employment Letter Agreement (this...Employment Agreement • September 23rd, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts • California
EXECUTION VERSION 1 THIRD AMENDED AND RESTATED EMEA GUARANTY AND PLEDGE AGREEMENT This THIRD AMENDED AND RESTATED EMEA GUARANTY AND PLEDGE AGREEMENT (the “EMEA Guaranty”), dated as of December 30, 2022, made by Bird Rides International Holding, Inc....Guaranty and Pledge Agreement • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts
Execution Version 1 US-DOCS\137586126.7 THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT OR AGREEMENT IS SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 30, 2022, BY AND AMONG, INTER ALIA, MIDCAP FINANCIAL TRUST AND U.S....Guarantee • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
ii- SECTION 5.07. Severability ................................................ ................................................. 18 SECTION 5.08. Right of Set-off ..........................................................................Pledge and Collateral Agreement • December 20th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
Execution Version 1 US-DOCS\137631201.6 THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT OR AGREEMENT IS SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 30, 2022, BY AND AMONG, INTER ALIA, MIDCAP FINANCIAL TRUST AND U.S....Guarantee • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
ContractSeparation Agreement • August 18th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • Florida
Bird Rides, Inc. September 21, 2022 William Scott Rushforth Re: Separation and Release Agreement Dear Scott: You and Bird Rides, Inc. (the “Company”) have mutually decided to end your employment relationship, effective as of September 21, 2022 (the...Separation and Release Agreement • September 23rd, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts • California
ContractLimited Recourse Guarantee and Security Agreement • September 29th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2021, is made and entered into by and among Bird Global, Inc., a Delaware corporation (the “Company”), NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Switchback Holder and Bird Holder on Schedule A hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
ContractLoan and Security Agreement • November 18th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts
EXECUTION VERSION 1 US-DOCS\144775579.3 AMENDED AND RESTATED GUARANTEE This AMENDED AND RESTATED GUARANTEE (the “Guarantee”), dated as of September 19, 2023, made by Bird Global, Inc. (“Parent”), Bird Rides, Inc. (“Bird Rides”), Bird US Holdco, LLC...Guarantee • September 29th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
Exhbit 10.3 EXECUTION VERSION US-DOCS\138040043.15 CAN_DMS: \149417644\10 INVESTMENT AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of December 19, 2022, is made by and among Bird Global, Inc., a Delaware corporation (“Bird Global”), Bird...Investment Agreement • December 20th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts
BIRD RIDES, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 18th, 2021 • Bird Global, Inc. • Motorcycles, bicycles & parts • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH...Note Purchase Agreement • May 20th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts
Execution Version US-DOCS\137446087.12 NOTE PURCHASE AGREEMENT by and among BIRD GLOBAL, INC., as Issuer THE SEVERAL PURCHASERS FROM TIME TO TIME PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent Dated as of December...Note Purchase Agreement • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts
BIRD RIDES, INC. COMMON AND FOUNDERS PREFERRED STOCK PURCHASE AGREEMENTCommon and Founders Preferred Stock Purchase Agreement • August 18th, 2021 • Bird Global, Inc. • Motorcycles, bicycles & parts • California
This Common and Founders Preferred Stock Purchase Agreement (this “Agreement”) is made as of May 10, 2017 by and between Bird Rides, Inc., a Delaware corporation (the “Company”), and Travis VanderZanden (“Purchaser”).
STOCK PURCHASE AGREEMENT BY AND AMONG BIRD RIDES, INC., BIRD GLOBAL, INC., SKINNY LABS, INC. (D/B/A SPIN) AND TIER MOBILITY SE SEPTEMBER 19, 2023 Execution Version Certain identified information in this document has been excluded because it is both...Stock Purchase Agreement • September 29th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • Delaware
The indebtedness evidenced by this instrument or agreement is subject to the Subordination and Intercreditor Agreement, dated as of December 30, 2022 , by and among, inter alia, Midcap Financial Trust and U.S. Bank Trust Company, National Association...Guarantee • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts
BIRD RIDES, INC. December 22, 2021Offer Letter Amendment • December 27th, 2021 • Bird Global, Inc. • Motorcycles, bicycles & parts
You are receiving this letter (this “Letter”) because, in connection with the closing of the Business Combination (the “Closing”) on November 4, 2021 (the “Closing Date”) and in consideration of your continued employment with the Company through and following the Closing, effective as of the Closing Date, the Company and you desire to amend (i) that certain offer letter by and between you and the Company, dated as of September 28, 2018 (the “Offer Letter”); and (ii) your Options (as defined below), in each case, as follows:
BIRD CANADA, INC. Michael Washinushi January 1, 2023 Dear Mr. Washinushi, Bird Canada, Inc. (the “Company”), is pleased to offer you employment with the Company on the terms described in this Employment Letter Agreement (this “Letter”), commencing as...Employment Agreement • January 3rd, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • Ontario
BIRD RIDES, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 18th, 2021 • Bird Global, Inc. • Motorcycles, bicycles & parts • California
This Restricted Stock Unit Agreement (this “Agreement”) is made as of _______________ (the “Grant Date”) by and between Bird Rides, Inc., a Delaware corporation (the “Company”), and _______________ (“Participant”) pursuant to the Company’s 2017 Stock Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan.
EXECUTION VERSION US-DOCS\144909781.3 AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT This AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of September 19, 2023, by and among the...Subordination and Intercreditor Agreement • September 29th, 2023 • Bird Global, Inc. • Motorcycles, bicycles & parts • New York
Execution Version 1 US-DOCS\135884142.9 PARENT GUARANTY This PARENT GUARANTY (the “Parent Guaranty”), dated as of October 7, 2022, made by Bird Rides, Inc. (the “Parent Guarantor”), is made in favor of MidCap Financial Trust, as Administrative Agent)...Parent Guaranty • October 11th, 2022 • Bird Global, Inc. • Motorcycles, bicycles & parts
