EXECUTION VERSION US-DOCS\145063127.8 AMENDED AND RESTATED PLEDGE AND COLLATERAL AGREEMENT dated as of September 19, 2023, among BIRD RIDES, INC., as Borrower, BIRD GLOBAL, INC., as Parent, the other Credit Parties party hereto, as Grantors, and...
![slide1](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg001.jpg)
EXECUTION VERSION US-DOCS\145063127.8 AMENDED AND RESTATED PLEDGE AND COLLATERAL AGREEMENT dated as of September 19, 2023, among BIRD RIDES, INC., as Borrower, BIRD GLOBAL, INC., as Parent, the other Credit Parties party hereto, as Grantors, and MIDCAP FINANCIAL TRUST, as Collateral Agent
![slide4](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg004.jpg)
-iii- US-DOCS\145063127.8 Schedules Schedule I Pledged Equity Interests; Pledged Debt Securities Schedule II Intellectual Property Schedule III Grantor Information Schedule IV Commercial Tort Claims Exhibits Exhibit I Form of Copyright Security Agreement Exhibit II Form of Patent Security Agreement Exhibit III Form of Trademark Security Agreement
![slide5](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg005.jpg)
US-DOCS\145063127.8 AMENDED AND RESTATED PLEDGE AND COLLATERAL AGREEMENT dated as of September 19, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among Bird Rides, Inc., a Delaware corporation (“Borrower”), Bird Global, Inc. (“Parent”), certain Affiliates of the Borrower party hereto (collectively, together with the Borrower and Parent, the “Grantors”), and MidCap Financial Trust, as Administrative Agent and as collateral agent on behalf of the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to (i) that certain Loan and Security Agreement dated as of April 27, 2021 (as amended, amended and restated, supplemented or modified from time to time, the “Existing Credit Agreement”) among Bird US Opco, LLC as borrower, Bird US Holdco, LLC, as holdco guarantor, and MidCap Financial Trust, as Administrative Agent (in such capacity, the “Administrative Agent”), (ii) that certain Guarantee, dated as of April 27, 2021 (as amended, amended and restated, supplemented or modified from time to time, the “Existing Collateral Agreement”) among Bird US Holdco, LLC (in such capacity, the “Existing Grantor”) and the Collateral Agent. WHEREAS, the parties to the Existing Credit Agreement have agreed to amend, restate, supersede and replace the Existing Credit Agreement in its entirety and in connection therewith have entered into that certain Amended and Restated Loan Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of the date hereof, by and among the Borrower, Parent, the other Credit Parties from time to time party thereto, the Lenders (as defined therein), the Administrative Agent and the other parties party thereto, which Credit Agreement provides for extensions of credit and other financial accommodations by the Lenders to the Borrower subject to the terms and conditions set forth in the Credit Agreement; WHEREAS, each Grantor party hereto is an Affiliate of the Borrower and has guaranteed the obligations of the Borrower under the Credit Agreement pursuant to the Amended and Restated Guaranty dated as of the date hereof (as amended, supplemented or modified from time to time, the “Guaranty”); and WHEREAS, each Grantor will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to enter into that certain Credit Agreement and to extend such credit as contemplated thereunder. Furthermore, the Existing Grantor wishes to amend, restate, supersede and replace the terms of the Existing Collateral Agreement in their entirety by the terms and provisions of this Agreement. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Collateral Agreement or the Existing Credit Agreement, but that this Agreement amend and restate in its entirety the Existing Collateral Agreement and re-evidence the obligations and liabilities of the Existing Grantor outstanding thereunder, which shall be set forth in accordance with the terms hereof. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. (a) Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Credit Agreement; provided that each term defined in the New York UCC (as defined herein) and not defined in this Agreement or the Credit Agreement shall have the meaning specified in the New York UCC. The term “instrument” shall have the meaning specified in Article 9 of the New York UCC.
![slide7](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg007.jpg)
-3- US-DOCS\145063127.8 that maintains such Deposit Account and the Collateral Agent with respect to the Collateral Agent’s control of such Deposit Account. “Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC. “Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States. "Dutch Pledge" means the deed of pledge over registered shares in the capital of Bird Rides Europe B.V., by Bird Rides International Holding, Inc. as pledgor, Bird Rides Europe B.V. as company and the Collateral Agent as pledgee. “Excluded Accounts” means (i) Deposit Accounts used exclusively for trust, payroll, taxes and other employee wage or employee benefit payments to or for the benefit of any Grantor’s employees, (ii) Deposit Accounts in which the amount on deposit does not exceed (a) for all Deposit Accounts, $100,000 in any single Deposit Account, and (b) for all Deposit Accounts, $500,000 in the aggregate in all such Deposit Accounts at any time for all Grantors, (iii) zero balance accounts and (iv) any fiduciary or trust accounts, in each case solely to the extent such accounts contain only amounts designated for fiduciary or trust liabilities to third parties. “Excluded Assets” means: (a) any assets of Skinny Labs, Inc., to the extent security interests in such assets are prohibited or restricted under the terms of that certain secured promissory note issued by Parent to Tier Mobility SE, a company incorporated in Germany with registered number HRB 236551 B, on the date hereof (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9- 406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions) so long as such restrictions or prohibitions are in effect, (b) at all times from and after the Bird Canada Collateral Release Event, Equity Interests in Bird Canada Scooters Inc., (c) any Equity Interest in a Foreign Subsidiary Holding Company or an Excluded Foreign Subsidiary in excess of 65% of the issued and outstanding Equity Interests of such Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), and 100% of the issued and outstanding Equity Interests of such Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)), (d) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity, in each case, unless preempted) so long as such restrictions or prohibitions are in effect, (e) any lease, license or agreement or any property subject to such agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9- 407, 9-408, or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity, in each case, unless preempted) so long as such restrictions
![slide8](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg008.jpg)
-4- US-DOCS\145063127.8 or prohibitions are in effect and such lease, license or agreement was not entered into in contemplation of circumventing any obligation to secure the Secured Obligations, (f) any assets or property to the extent granting, creating or perfecting a pledge, security interest or Lien on such asset or property is prohibited or restricted by applicable law, order or regulation (including, without limitation, any requirement to obtain the consent or approval of any governmental authority or third Person); provided that the foregoing exclusions in this clause (f) shall in no way be construed to apply to the extent that the prohibition is unenforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity, in each case, unless preempted; provided, further, that the assets or property described in the foregoing clauses (d), (e), and (f) shall constitute “Excluded Assets” only to the extent and for so long as such applicable licenses, franchises, charters, authorizations, laws, orders or regulations validly prohibit the creation of a Lien on such asset or property in favor of Collateral Agent, or the grant of a security interest in such lease, license or agreement or such property subject to such agreement would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder, as applicable, and, upon the termination of such prohibition (by any manner), such property shall cease to constitute “Excluded Assets” under clause (b), (c), or (d) hereof, as applicable, (g) any asset or property with respect to which the Collateral Agent and the applicable Grantor mutually determine that the costs of obtaining a security interest or Lien therein is excessive in relation to the practical benefit to the Lenders of the security afforded thereby, (h) any assets or property to the extent a security interest or Lien in such assets or property could reasonably be expected to result in materially adverse tax consequences, as reasonably determined by the applicable Grantor and the Collateral Agent, (i) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (j) any assets or property not located in the United States that require action under the law of any jurisdiction not located in the United States to create or perfect a security interest or Lien in such asset or property, including any intellectual property registered in any non-United States jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-United States jurisdiction), (k) motor vehicles, airplanes, and other assets subject to certificates of title (excluding, for the avoidance of doubt, any electronic scooter vehicles or scooters), and (l) any particular asset or right under contract, if the pledge thereof or the security interest therein is prohibited or restricted by a third party (so long as any agreement with such third party that provides for such prohibition or restriction was not entered into in contemplation of the acquisition of such assets or for the purpose of creating such prohibition or restriction); provided, that the foregoing exclusions in this clause (m) shall in no way be construed to apply to the extent that the prohibition is unenforceable under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity (in each case, unless preempted).
![slide9](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg009.jpg)
-5- US-DOCS\145063127.8 “Excluded Foreign Subsidiary” means a Subsidiary of a Grantor that is: (a) a Foreign Subsidiary; or (b) owned directly or indirectly by a Foreign Subsidiary or by a Foreign Subsidiary Holding Company, irrespective of whether it is a Domestic Subsidiary or a Foreign Subsidiary. “Federal Securities Laws” has the meaning assigned to such term in Section 4.02. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. “Foreign Subsidiary Holding Company” means any direct or indirect Subsidiary of any Grantor, all or substantially all of the assets of which consist of, directly or indirectly, the Equity Interests in one or more CFCs and any of such CFCs’ Subsidiaries, and/or debt or accounts receivable owed by CFCs and/or such CFC’s Subsidiaries or are treated as owed by any such Subsidiaries for U.S. federal income tax purposes. “Grantors” means (i) Borrower, (ii) Parent, (iii) Bird US Holdco, LLC, a Delaware corporation, (iv) Bird US Opco, LLC, a Delaware limited liability company, (v) Bird Rides International Holding, Inc., a Delaware corporation, (vi) Bird Treasury Holdco, LLC, a Delaware limited liability company, (vii) Scoot Rides, Inc., a Delaware corporation, (viii) Bird Rides Holdings (US), LLC, a Delaware limited liability company, and (ix) any other Subsidiary, whether now existing or hereafter formed or acquired, which becomes party to this Agreement from time to time in accordance with the terms hereof. “Intellectual Property” means, with respect to any Person, all intellectual property of every kind and nature, whether now or hereafter owned or licensed by any such Person, including inventions, designs, Patents, Copyrights, Trademarks and Licenses, trade secrets and know-how, domain names, confidential or proprietary technical, business or other information, and software and databases. “License” means any Patent License, Trademark License or Copyright License. “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. “Patent License” means any written agreement, now or hereafter in effect, granting to any Person any right to manufacture, use or sell any invention claimed in a Patent, now or hereafter owned by any other Person or that any other Person now or hereafter otherwise has the right to license, and all rights of any such Person under any such agreement. “Patent Security Agreement” means the short-form Patent Security Agreement substantially in the form of Exhibit II hereto. “Patents” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States, and all applications for letters patent of the United States or any other country or jurisdiction, including those listed on Schedule II hereto; (b) all provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions disclosed or claimed therein; and (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing. “Pledged Collateral” has the meaning assigned to such term in Section 2.01. “Pledged Debt Securities” has the meaning assigned to such term in Section 2.01. “Pledged Equity Interests” has the meaning assigned to such term in Section 2.01.
![slide10](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg010.jpg)
-6- US-DOCS\145063127.8 “Pledged Securities” means any promissory notes, stock certificates, unit certificates, limited liability membership certificates or other securities (to the extent certificated) now or hereafter included in the Pledged Collateral. “Security Interest” has the meaning assigned to such term in Section 3.01(a). “Termination Date” means the date on which the Loans and all other Borrower Obligations have been repaid and satisfied in full. “Trademark License” means any written agreement, now or hereafter in effect, granting to any Person any right to use any Trademark now or hereafter owned by any other Person or that any other Person otherwise has the right to license and all rights of any such Person under any such agreement. “Trademark Security Agreement” means the short-form Trademark Security Agreement substantially in the form of Exhibit III hereto. “Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, in each case subject to trademark laws of the United States or any other country or jurisdiction, now existing or hereafter adopted or acquired, all registrations therefor, and all registrations and applications filed in connection therewith, including registrations and applications in the United States Patent and Trademark Office, and all renewals thereof; (b) all goodwill associated with or symbolized by the foregoing; and (c) all claims for, and rights to sue for, past or future infringements, dilutions or other violations of any of the foregoing. “UCC” shall mean the New York UCC; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection, effect of perfection, non-perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection, non- perfection or priority and for purposes of definitions relating to such provisions. “Warehouse Liens” mean the Liens evidenced by the UCC-1 financing statement with file number 19-7692771918 naming Bird Rides, Inc. as the debtor and E&S International Enterprises, Inc. as the secured party. ARTICLE II Pledge of Securities SECTION 2.01. Pledge. As security for the performance by each Grantor of all the terms, covenants and agreements on the part of such Grantor to be performed under the Transaction Documents (the “Secured Obligations”), each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in, to and under: (a) (i) Equity Interests owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any other Equity Interests obtained in
![slide11](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg011.jpg)
-7- US-DOCS\145063127.8 the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”) and (iv) with respect to Equity Interests of a limited liability company, all management rights, all voting rights, any interest in any capital account of a member in such limited liability company, all rights as and to become a member of the limited liability company, all rights of such Grantor under any shareholder or voting trust agreement or similar agreement in respect of such limited liability company, all of such Grantor’s right, title and interest as a member to any and all assets or properties of such limited liability company, and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing, and (y) with respect to Equity Interests of a partnership, all management rights, all voting rights, any interest in any capital account of a partner in such partnership, all rights as and to become a partner of such partnership, all of such Grantor’s rights, title and interest as a partner to any and all assets or properties of such partnership, and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing (collectively, the “Pledged Equity Interests”); (b) (i) the debt securities owned by such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Assets; (c) all other property of such Grantor that may be pledged and delivered to the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, in no event shall the pledge and security interest under this Section 2.01 attach to any Excluded Asset. SECTION 2.02. Delivery of the Pledged Collateral. (a) Grantor agrees to deliver or cause to be delivered to the Collateral Agent (i) within ten (10) days after the date Grantor becomes party to this Agreement, any certificates representing or evidencing Pledged Securities constituting certificated securities owned by such Grantor on the date such Grantor becomes party to this Agreement, and (ii) promptly (and in any event within thirty (30) days after the acquisition thereof by the applicable Grantor or such longer period agreed to by the Collateral Agent in its reasonable discretion) after the acquisition thereof, any certificates representing or evidencing Pledged Collateral acquired by such Grantor after the date such Grantor becomes party to this Agreement. (b) Except as otherwise addressed in Section 3.03(b) herein, promptly (and in any event within thirty (30) days after the acquisition thereof by the applicable Grantor or such longer period agreed to by the Collateral Agent in its reasonable discretion), after the later of (x) receipt thereof by such
![slide13](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg013.jpg)
-9- US-DOCS\145063127.8 hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; (e) each of the Grantors has the organizational power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims (except for Liens permitted by the Credit Agreement), under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations; and (g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity Interests hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. SECTION 2.04. Registration in Nominee Name; Denominations. If an Event of Default shall have occurred and is continuing, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and such Grantor will promptly give to the Collateral Agent copies of any notices or other written communications received by it with respect to Pledged Securities registered in the name of such Grantor. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. SECTION 2.05. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred: (i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Transaction Documents; (ii) the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section; and (iii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Transaction Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or
![slide22](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg022.jpg)
-18- US-DOCS\145063127.8 process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and the Pledged Collateral and without liability for trespass to enter any premises where the Article 9 Collateral or the Pledged Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and the Pledged Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that each Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give the applicable Grantors no less than ten (10) days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral; provided that no such notice shall be required for any sale of Collateral for which no notice is required under Section 9-611(d) of the New York UCC or its equivalent in other jurisdictions. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be
![slide29](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg029.jpg)
-25- US-DOCS\145063127.8 hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Collateral Agreement nor impair the liens and security interests created thereunder, but that this Agreement amend and restate in their entirety the Existing Collateral Agreement and re-evidence the obligations and liabilities of each Existing Grantor outstanding thereunder and that such obligations and liabilities shall remain in full force and effect and to the fullest extent permitted by applicable law this Agreements shall not adversely affect the liens and security interests created under the Existing Collateral Agreement or the priority thereof. The Grantors are entering into this Agreement in order to induce the Lenders to enter into and extend credit to the Borrower under the Credit Agreement. [Remainder of Page Intentionally Left Blank]
![slide30](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg030.jpg)
[Signature Page to Pledge and Collateral Agreement] CAN_DMS: \1001218572 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. BIRD GLOBAL, INC., as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer BIRD RIDES, INC., as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer BIRD US HOLDCO, LLC, as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer BIRD US OPCO, LLC, as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer BIRD TREASURY HOLDCO, LLC, as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer SCOOT RIDES, INC., as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer
![slide31](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg031.jpg)
[Signature Page to Pledge and Collateral Agreement] CAN_DMS: \1001218572 BIRD RIDES HOLDING (US), LLC, as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer BIRD RIDES INTERNATIONAL HOLDING, INC. as Grantor By:/s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Interim Chief Executive Officer
![slide32](https://www.sec.gov/Archives/edgar/data/1861449/000186144923000204/a105projectswirl-arpledg032.jpg)
[Signature Page to Pledge and Collateral Agreement] CAN_DMS: \1001218572 MIDCAP FINANCIAL TRUST, as Collateral Agent By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management, GP, LLC, its general partner By:/s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory