exhibit105202110-k_a






FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this  “Amendment”) dated as of June 10, 2021 is entered into by and among Bird US Opco, LLC (the  “Borrower”), Bird US Holdco, LLC (the “Holdco Guarantor”), MidCap Financial Trust, in its  capacity as Administrative Agent (the “Administrative Agent”) and each of the lenders party  hereto (the “Lenders”).   W I T N E S S E T H WHEREAS, the parties hereto have previously entered into that certain Loan and  Security Agreement dated as of April 27, 2021 (the “Existing Credit Agreement” and, as  amended by this Amendment and as further amended, restated, modified, supplemented,  increased and extended from time to time, the “Credit Agreement”), pursuant to which the  Lenders have agreed to make certain Credit Extensions to the Borrower;  WHEREAS, the parties hereto have agreed to make certain changes to the  Existing Credit Agreement in accordance with Section 14.01(a) of the Existing Credit Agreement  on and subject to the terms and conditions set forth herein; and  NOW, THEREFORE, IN CONSIDERATION of the premises and other good and  valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties  hereto agree as follows: 1.  Defined Terms.  Capitalized terms used herein but not otherwise defined  herein shall have the meanings provided to such terms in the Existing Credit Agreement. 2.  Amendment.   (a) Section 2.02(a) of the Existing Credit Agreement is hereby replaced in its  entirety with the following: “On the terms and subject to the conditions hereinafter set forth,  each Loan hereunder shall be made on a Business Day upon the Borrower’s prior  written request to the Administrative Agent (who shall promptly provide to each  Lender) in the form of a Loan Request attached hereto as Exhibit A.  Each such  request for a Loan shall be made no later than 2:00 p.m. (New York City time) on  the date that is two (2) Business Days prior to the date such requested Loan is to  be made (it being understood that any such request made after such time shall be  deemed to have been made on the following Business Day) and shall specify the  amount of the Loan(s) requested (which shall be in an amount not less than  $2,000,000 and shall be an integral multiple of $100,000 in excess thereof, or  shall be in such lower amount as requested by the Borrower and agreed to by the  Administrative Agent in its sole discretion).  On the date of each Loan specified in  the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable  conditions set forth in Article VI and pursuant to the other conditions set forth in  this Article II, make available to the Borrower in same day funds an aggregate  amount equal to the amount of such Loans requested. All Loan proceeds shall be  deposited to the Collection Account  and may be distributed by the Borrower to  the Holdco Guarantor and by the Holdco Guarantor to the Parent to pay the  purchase price of the Scooters (or reimburse the Parent for the same) identified in  the related Loan Request to be purchased with the proceeds of such Loan(s)  pursuant to the Contribution Agreements.” EXECUTION VERSION 1 





 






(b) Section 14.03(h) of the Existing Credit Agreement is hereby  replaced in its entirety with the following: “Pledge to Secure Obligations of Lender.  Notwithstanding anything to the  contrary set forth herein, any Lender or any of their respective Affiliates may at  any time pledge or grant a security interest in all or any portion of its interest in,  to and under this Agreement and any other Transaction Document to secure  obligations of such Lender to any Person providing any extension of credit or  financial arrangement to or for the account of such Lender or any of its Affiliates  and any agent, trustee, or representative of such Person (without notice to or the  consent of the Credit Parties, any other Lender, or the Administrative Agent);  provided, that no such pledge shall relieve such Lender of its obligations under  this Agreement or substitute any such pledgee for such Lender as a party hereto.” 3.  Conditions to Effectiveness.  The effectiveness of this Amendment is  subject to (a) the Administrative Agent having received counterparts of this Amendment  executed by the Lenders, the Borrower, and the Guarantor; and (b) on the date of this  Amendment, no Event of Default or Potential Event of Default shall have occurred and be  continuing. 4. No Other Changes.  Except as expressly set forth herein, this Amendment  does not constitute a waiver or a modification of any provision of the Existing Credit Agreement  or any other Transaction Document.   5. Counterparts; Delivery.  This Amendment may be executed in counterparts  (and by different parties hereto in different counterparts), each of which shall constitute an  original, but all of which when taken together shall constitute a single contract.  Delivery of an  executed counterpart of this Amendment by facsimile or other electronic imaging means shall be  effective as an original. Execution of any such counterpart may be by means of (a) an electronic  signature that complies with the federal Electronic Signatures in Global and National Commerce  Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and  applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or  photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied  manual signature shall for all purposes have the same validity, legal effect, and admissibility in  evidence as an original manual signature. 6. Governing Law.  This Amendment shall be deemed to be a contract made  under, and for all purposes shall be construed in accordance with, the laws of the State of New  York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New  York, but without regard to any other conflicts of law provisions thereof). [Signatures Follow on Next Page]    2 





 






 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  duly executed as of the date first above written. BIRD US OPCO, LLC, as Borrower By:  /s/ Yibo Ling  Name: Yibo Ling Title: Chief Financial Officer BIRD US HOLDCO,LLC, as Holdco Guarantor By:  /s/ Yibo Ling  Name: Yibo Ling Title: Chief Financial Officer [Signature Page to Amendment] 





 






MidCap Financial Trust , as Administrative  Agent   By:     Apollo Capital Management, L.P.,           its investment manager By:     Apollo Capital Management, GP,  LLC,             its general partner By:     /s/ Maurice Amsellem                          Name: Maurice Amsellem  Title: Authorized Signatory MidCap Financial Trust , as a Lender By:     Apollo Capital Management, L.P.,             its investment manager By:     Apollo Capital Management, GP,  LLC,             its general partner By:     /s/ Maurice Amsellem                          Name: Maurice Amsellem  Title: Authorized Signatory [Signature Page to Amendment] 





 






MIDCAP FUNDING V TRUST,   as a Lender By:     Apollo Capital Management, L.P.,             its investment manager By:     Apollo Capital Management, GP, LLC,             its general partner By:  /s/ Maurice Amsellem    Name: Maurice Amsellem Title: Authorized Signatory [Signature Page to Amendment] 





 






APOLLO INVESTMENT CORPORATION, as a Lender By: Apollo Investment Management, L.P., its  Investment Adviser By: ACC Management, LLC, its General  Partner By:  /s/ Joseph D. Glatt    Name: Joseph D. Glatt Title: Vice President [Signature Page to Amendment]