brds-ex41elocpn






      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  STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR  SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH  APPLICABLE STATE SECURITIES LAWS.  THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” WITHIN THE  MEANING OF SECTION 1272, ET SEQ. OF THE U.S. INTERNAL REVENUE CODE OF  1986, AS AMENDED. UPON WRITTEN REQUEST, BIRD GLOBAL, INC. (THE  “BORROWER”) WILL PROVIDE TO ANY HOLDER OF THE NOTE (1) THE ISSUE  PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE  DISCOUNT ON THE NOTE AND (3) THE ORIGINAL YIELD TO MATURITY OF THE  NOTE. SUCH REQUEST SHOULD BE SENT TO THE BORROWER AT BIRD GLOBAL,  INC., 392 NE 191ST STREET #20388, MIAMI, FLORIDA 33179, ATTENTION: CHIEF  FINANCIAL OFFICER.  BIRD GLOBAL, INC.  PROMISSORY NOTE  No. BRDS-1 Original Principal Amount: $21,000,000  Note Issuance Date: May 19, 2022       FOR VALUE RECEIVED, BIRD GLOBAL, INC., a company incorporated under the  laws of the State of Delaware (the “Borrower”), hereby promises to pay YA II PN, LTD., a  Cayman Islands exempt limited partnership, or its registered assigns (the “Holder”) (i) the  outstanding portion of the amount set out above as the Original Principal Amount (as reduced  pursuant to the terms hereof pursuant to scheduled payment, redemption or otherwise, the  “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration,  redemption or otherwise (in each case in accordance with the terms hereof) and (ii) to pay interest  (“Interest”) (if any) on any outstanding Principal at the applicable Interest Rate (as defined below)  from the date set out above as the Note Issuance Date (the “Issuance Date”) until the same is paid,  whether upon the Maturity Date, acceleration, redemption or otherwise (in each case in accordance  with the terms hereof) pursuant to the terms of this Promissory Note (this “Note”).   This Note is being issued pursuant to Section 2.05 of the Standby Equity Purchase  Agreement, dated as of May 12, 2022 between the Borrower and YA II PN, Ltd. (as amended, the  “SEPA”). Upon the issuance of this Note by the Borrower and delivery of the same to the Holder,  the Holder shall pay to the account of the Borrower the Original Principal Amount of this Note in  immediately available funds in accordance with a closing statement in the form of Exhibit A  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 2 -    attached hereto.   1. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall  have the following meanings:  (a) “Accelerated Amount” shall have the meaning set forth in Section 4.  (b) “Advance Amount” shall have the meaning given to it in the SEPA.  (c) “Advance Date” shall have the meaning given to it in the SEPA.  (d) “Advance Notice” shall have the meaning given to it in the SEPA.  (e) “Advance Repayment” shall have the meaning set forth in Section 2(c).  (f) “Borrower” shall have the meaning set forth in the preamble of this Note.   (g) “Borrower Repayment” shall have the meaning set forth in Section 2(c).  (h) “Business Day” shall mean any day except Saturday, Sunday and any day  which shall be a federal legal holiday in the United States or a day on which banking  institutions are authorized or required by law or other government action to close.  (i) “Change in Control” shall have the meaning set forth in Section 3(c).  (j) “Closing” shall have the meaning given to it in the SEPA.  (k) “Combination Repayment” shall have the meaning set forth in Section 7(h).  (l) “Combination Repayment” shall have the meaning set forth in Section 2(c).  (m) “Deferred Repayment Schedule” shall have the meaning set forth in Section  2(a).   (n) “Event of Default” shall have the meaning set forth in Section 3.  (o) “Holder” shall have the meaning set forth in the preamble of this Note.   (p) “Installment Amount” shall mean the amount of Principal set out under the  column “Installment Amount” in the Repayment Schedule.   (q) “Interest” shall have the meaning set forth in the preamble of this Note.   (r) “Interest Rate” shall have the meaning set forth in Section 2(c).  (s) “Issuance Date” shall have the meaning set forth in the preamble of this  Note.   (t) “Maturity Date” shall have the meaning set forth in Section 2(a).   Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 3 -    (u) “Note” shall have the meaning set forth in the preamble of this Note.   (v) “Principal” shall have the meaning set forth in the preamble of this Note.   (w) “Premium Amount” shall mean 2.00% of the Installment Amount being  repaid pursuant to a Borrower Repayment or the portion of any Combination Repayment  constituting a Borrower Repayment.   (x) “Repayment Date” shall mean each date under the heading “Repayment  Date” as set forth on the Repayment Schedule.  (y) “Repayment Notice” shall have the meaning set forth in Section 2(c).   (z) “Repayment Notice Due Date” shall have the meaning set forth in Section  2(c).  (aa) “Repayment Schedule” shall mean the schedule of repayments as set out on  Exhibit B, or such other schedule of repayments as the parties may agree in writing from  time to time.  (bb) “SEPA” shall have the meaning set forth in the preamble of this Note.   (cc) “Subsidiary” shall have the meaning given to it in the SEPA.  2. GENERAL TERMS  (a) Maturity Date. On the Maturity Date, the Borrower shall pay to the Holder  an amount in cash representing all then-outstanding Principal, accrued and unpaid Interest  (if any) and any other amounts outstanding pursuant to the terms of this Note. The  “Maturity Date” shall be November 22, 2022, as may be extended by up to December 19,  2022 upon written notice from the Borrower electing to follow the “Deferred Repayment  Schedule” as set forth on Exhibit B hereto (the “Deferred Repayment Schedule”).  (b) Interest. Interest shall accrue on the outstanding Principal balance hereof at  a rate per annum equal to 0.00%; provided that such rate shall increase to 15.00% per  annum for so long as any Event of Default has occurred and remains uncured (the “Interest  Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of  days elapsed, to the extent permitted by applicable law.  (c) Monthly Installment Payments. The Borrower shall, at its own option, (i)  repay in cash any Installment Amount (a “Borrower Repayment”) on the applicable  Repayment Date, subject to the provisions of this Section 2(c) and Section 2(d), (ii) repay  any Installment Amount by submitting an Advance Notice (an “Advance Repayment”)  with an Advance Date on or before the applicable Repayment Date, subject to the  provisions of Section 2(e), or (iii) repay any Installment Amount in a combination of a  Borrower Repayment and an Advance Repayment (a “Combination Repayment”). On or  prior to the date that is the fifth Trading Day prior to each Repayment Date (each, a  “Repayment Notice Due Date”), the Borrower shall deliver written notice (each, an  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 4 -    “Borrower Repayment Notice”) to the Holder, which Borrower Repayment Notice shall  state that the Borrower elects to repay the applicable Installment Amount (i) in cash  pursuant to a Borrower Repayment, (ii) by an Advance Repayment or (iii) by a  Combination Repayment. If the Borrower does not timely deliver a Borrower Repayment  Notice in accordance with this Section 2(c), then the Borrower shall be deemed to have  delivered a Borrower Repayment Notice confirming that the applicable Installment  Amount will be repaid in cash pursuant to a Borrower Repayment. Any payments made  hereunder prior to a Repayment Date shall reduce the amount due at the next Repayment  Date in chronological order.  (d) Borrower Repayment. If the Borrower elects a Borrower Repayment or  Combination Repayment in accordance with Section 2(c), then the Borrower shall pay to  the Holder in cash by wire transfer of immediately available funds, on or before the  applicable Repayment Date, the applicable Installment Amount (or portion thereof that  constitutes a Borrower Repayment), plus the Premium Amount.  (e) Advance Repayment. If the Borrower elects an Advance Repayment or  Combination Repayment in accordance with Section 2(c), then the Borrower shall deliver  an Advance Notice to the Holder in accordance with the terms and conditions of the SEPA  requesting an Advance Amount equal to or greater than the applicable Installment Amount  (or portion thereof that constitutes an Advance Repayment), which Advance Notice will  provide for an Advance Date on or before the applicable Repayment Date. Upon the  Closing of such Advance in accordance with Section 2.02 of the SEPA, the Holder shall  offset the amount due to be paid by the Holder to the Borrower under the SEPA against the  portion of the Installment Amount to be paid by the Advance Repayment. If any portion of  the Installment Amount remains unpaid at the applicable Repayment Date, the Borrower  shall repay such outstanding Installment Amount in cash pursuant to a Borrower  Repayment. For the avoidance of doubt, the Premium Amount shall not apply in respect of  any Installment Amount paid by an Advance Repayment or the portion of any Combination  Repayment constituting an Advance Repayment, but shall apply to any Borrower  Repayment or the portion of any Combination Repayment constituting a Borrower  Repayment.  (f) Repayment Schedule; Deferred Repayment Schedule. Upon issuance of this  Note, the Borrower may change any Repayment Date by up to seven days if such  Repayment Date is expected to fall on a Borrower blackout date, if such change would  allow the Repayment Date to fall on a date that is not on a Borrower blackout date. The  Borrower may elect to follow the Deferred Repayment Schedule by providing written  notice to the Holder on or before the first Repayment Notice Due Date.  3. EVENTS OF DEFAULT. An “Event of Default,” wherever used herein, means any  one of the following events (whatever the reason and whether it shall be voluntary or involuntary  or effected by operation of law or pursuant to any judgment, decree or order of any court, or any  order, rule or regulation of any administrative or governmental body) shall have occurred and be  continuing:  (a) the Borrower’s failure to pay to the Holder any amount of Principal, Interest  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 5 -    or other amounts when and as due and payable under this Note, and such failure is not  cured within five Business Days following the Holder’s written notice to the Borrower to  such effect;  (b) the Borrower or any significant Subsidiary of the Borrower shall  commence, or there shall be commenced against the Borrower or any significant Subsidiary  of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter  in effect or any successor thereto, or the Borrower or any significant Subsidiary of the  Borrower commences, or there shall be commenced against the Borrower or any significant  Subsidiary of the Borrower, any other proceeding under any reorganization, arrangement,  adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law  of any jurisdiction whether now or hereafter in effect relating to the Borrower or any  significant Subsidiary of the Borrower, in each case, which remains undismissed for a  period of 61 days; or the Borrower or any significant Subsidiary of the Borrower is  adjudicated insolvent or bankrupt pursuant to a final, non-appealable order; or any order of  relief or other order approving any such case or proceeding is entered; or the Borrower or  any significant Subsidiary of the Borrower suffers any appointment of any custodian,  private or court appointed receiver or the like for it or any substantial part of its property  which continues undischarged or unstayed for a period of 61 days; or the Borrower or any  significant Subsidiary of the Borrower makes a general assignment for the benefit of  creditors; or the Borrower or any significant Subsidiary of the Borrower shall admit in  writing that it is unable to pay its debts generally as they become due; or the Borrower or  any significant Subsidiary of the Borrower shall call a meeting of its creditors with a view  to arranging a composition, adjustment or restructuring of its debts; or any corporate or  other action is taken by the Borrower or any significant Subsidiary of the Borrower for the  purpose of effecting any of the foregoing;  (c) (1) the Borrower consummates any transaction or event (whether by means  of a share exchange or tender offer applicable to the Borrower’s common stock, a  liquidation, consolidation, recapitalization, reclassification, combination or merger of the  Borrower or a sale, lease or other transfer of all or substantially all of the consolidated  assets of the Borrower) or a series of related transactions or events pursuant to which all of  the outstanding common stock of the Borrower is exchanged for, converted into or  constitutes solely the right to receive cash, securities or other property; (2) a consolidation  or merger in which the Borrower is not the surviving corporation; or (3) a sale, assignment,  transfer, conveyance or other disposal of all or substantially all of the properties or assets  of the Borrower to another person or entity (each of (1), (2) and (3) a “Change in Control”);  unless in connection with such Change in Control, all Principal, accrued and unpaid Interest  due under this Note and any other amounts owed under this Note will be paid in full or the  Holder consents to such Change in Control;  (d) the Borrower or any significant Subsidiary of the Borrower shall default in  any of its obligations under any debenture or any mortgage, credit agreement or other  facility, indenture agreement, factoring agreement or other instrument under which there  may be issued, or by which there may be secured or evidenced any indebtedness for  borrowed money or money due under any long-term leasing or factoring arrangement of  the Borrower or any significant Subsidiary of the Borrower, whether such indebtedness  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 6 -    now exists or shall hereafter be created, in each case, in an amount exceeding $5,000,000,  and where the effect of such default is to cause the obligations thereunder to become due  and payable prior to the stated maturity in accordance with the terms of such instruments  and such default is not cured within five Business Days;   (e) the Class A Common Stock shall have been suspended from trading by the  U.S. Securities and Exchange Commission, The New York Stock Exchange or the  Financial Industry Regulatory Authority, Inc. (except for any suspension of trading of  limited duration or agreed to by the Borrower, which suspension shall not be more than  five Business Days); and  (f) the Borrower materially breaches the terms of this Note or the SEPA beyond  any applicable notice and/or grace period.  4. REMEDIES UPON DEFAULT. During the time that any portion of this Note is  outstanding, if (i) any Event of Default has occurred (other than an Event of Default specified in  Section 3(b)), the Holder, by notice in writing to the Borrower, may at any time and from time to  time while such Event of Default remains uncured declare the full unpaid Principal of this Note or  any portion thereof, together with Interest accrued thereon, to be due and payable immediately (the  “Accelerated Amount”) or (ii) any Event of Default specified in Section 3(b) has occurred, the  Acceleration Amount shall be immediately and automatically due and payable without necessity  of further action.  5. REISSUANCE OF THIS NOTE. Upon receipt by the Borrower of evidence  reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note  and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to  the Borrower in customary form and, in the case of mutilation, upon surrender and cancellation of  this Note, the Borrower shall execute and deliver to the Holder a new Note representing the  outstanding Principal, which Note (i) shall be of like tenor with this Note, (ii) shall represent, as  indicated on the face of such new Note, the Principal remaining outstanding, (iii) shall have an  issuance date, as indicated on the face of such new Note, that is the same as the Issuance Date of  this Note, (iv) shall have the same rights and conditions as this Note and (v) shall represent accrued  and unpaid Interest from the Issuance Date (if any).  6. NOTICES. Any notices, consents, waivers or other communications required or  permitted to be given under the terms hereof must be in writing and will be deemed to have been  delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or  e-mail if sent on a Business Day, or, if not sent on a Business Day, on the immediately following  Business Day; (iii) five days after being sent by U.S. certified mail, return receipt requested; or  (iv) one day after deposit with a nationally recognized overnight delivery service; in each case  properly addressed to the party to receive the same. The addresses and e­mail addresses for such  communications shall be:  If to the Borrower, to: Bird Global, Inc.  392 NE 191st Street #20388  Miami, Florida 33179   Attention: General Counsel  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 7 -     Telephone (866) 205-2442  E-mail: lisa.murison@bird.co    With a copy (which shall not  constitute notice or delivery of  process) to:   Latham & Watkins LLP  555 Eleventh Street, N.W., Suite 1000  Washington, District of Columbia 20004  Attention: Rachel W. Sheridan; Christopher J. Clark  Telephone: (202) 637-2200  E-mail: rachel.sheridan@lw.com;  christopher.j.clark@lw.com    If to the Holder: YA II PN, Ltd.   1012 Springfield Avenue   Mountainside, New Jersey 07092   Attention: Mark Angelo, Portfolio Manager   Telephone: (201) 985-8300    E-mail: mangelo@yorkvilleadvisors.com     With a copy (which shall not  constitute notice or delivery of  process) to:  David Fine, Esq.  1012 Springfield Avenue  Mountainside, New Jersey 07092   Telephone: (201) 985-8300   E-mail:  legal@yorkvilleadvisors.com     or at such other address and/or e-mail and/or to the attention of such other person as the recipient  party has specified by written notice given to each other party three Business Days prior to the  effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such  notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email  service provider containing the time, date, recipient email address or (iii) provided by a nationally  recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by  facsimile or receipt from a nationally recognized overnight delivery service in accordance with  clause (i), (ii) or (iii) above, respectively.  7. General.  (a) No provision of this Note shall alter or impair the obligations of the  Borrower, which are absolute and unconditional, to pay the Principal of or Interest (if any)  on this Note at the time, place and rate, and in the currency, herein prescribed. This Note  is a direct obligation of the Borrower. As long as this Note is outstanding, the Borrower  shall not and shall cause its significant Subsidiaries not to, without the consent of the  Holder, (i) amend its articles of incorporation, bylaws or other charter documents so as to  adversely affect any rights of the Holder under this Note in any material respect, (ii) enter  into any agreement with respect to any of the foregoing or (iii) incur any indebtedness, or  enter into any note, indenture, debenture or any other agreement that would prohibit or  limit the Borrower from performing any of its obligations under this Note in any material  respect.  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 8 -    (b) This Note shall be governed by and interpreted in accordance with the laws  of the State of New York, without regard to the principles of conflict of laws. Each of the  parties consents to the jurisdiction of the state courts of the State of New York and the  U.S. District Court for the District of New York sitting in Manhattan in connection with  any dispute arising under this Note, and hereby waives, to the maximum extent permitted  by law, any objection, including any objection based on forum non conveniens, to the  bringing of any such proceeding in such jurisdictions.   (c) If an Event of Default has occurred, then the Borrower shall reimburse the  Holder promptly for all reasonable and documented out-of-pocket fees, costs and expenses,  including, without limitation, reasonable attorneys’ fees and expenses, incurred by the  Holder in any action in connection with this Note, including, without limitation, those  incurred: (i) during any workout or attempted workout and/or in connection with the  rendering of legal advice as to the Holder’s rights, remedies and obligations; (ii) collecting  any sums that become due to the Holder in accordance with the terms of this Note; (iii)  defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal;  or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.  (d) Any waiver by the Holder of a breach of any provision of this Note shall  not operate as or be construed to be a waiver of any other breach of such provision or of  any breach of any other provision of this Note. The failure of the Holder to insist upon  strict adherence to any term of this Note on one or more occasions shall not be considered  a waiver or deprive that party of the right thereafter to insist upon strict adherence to that  term or any other term of this Note. Any waiver must be in writing.  (e) If any provision of this Note is invalid, illegal or unenforceable, the balance  of this Note shall remain in effect, and if any provision is inapplicable to any person or  circumstance, it shall nevertheless remain applicable to all other persons and  circumstances. If it shall be found that any Interest or other amount deemed Interest due  hereunder shall violate applicable laws governing usury, the applicable rate of Interest due  hereunder shall automatically be lowered to equal the maximum permitted rate of interest.  The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any  time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage  of, any stay, extension or usury law or other law that would prohibit or forgive the Borrower  from paying all or any portion of the Principal of or Interest on this Note as contemplated  herein, wherever enacted, now or at any time hereafter in force, or that may affect the  covenants or the performance of this Note, and the Borrower (to the extent it may lawfully  do so) hereby expressly waives all benefits or advantage of any such law, and covenants  that it will not, by resort to any such law, hinder, delay or impede the execution of any  power herein granted to the Holder, but will suffer and permit the execution of every such  as though no such law had been enacted.  (f) Whenever any payment or other obligation hereunder shall be due on a day  other than a Business Day, such payment shall be made on the next succeeding Business  Day.  (g) Assignment of this Note by the Borrower shall be prohibited without the  Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






- 9 -    prior written consent of the Holder. Assignment of this Note by the Holder shall be  prohibited without the prior written consent of the Borrower. If any assignment is made,  the Borrower shall keep a register indicating the ownership of the Notes with the intent that  the Notes are treated as in registered form for U.S. federal income tax purposes.  (h) The Holder hereby represents and warrants that it is (x) not a bank receiving  payments on an extension of credit made pursuant to a loan agreement entered into in the  ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Internal  Revenue Code of 1986, as amended (the “Code”), (y) not a “10-percent shareholder” of  the Borrower within the meaning of section 871(h)(3) of the Code and (z) not a controlled  foreign corporation that is related to the Borrower within the meaning of section  881(c)(3)(C) of the Code. For the avoidance of doubt, the representations under this Section  7(h), in the case the Holder is an intermediary or partnership, shall also apply to the  Holder’s direct or indirect owners so as to ensure payments can be made to the Holder  without requirement of U.S. withholding tax under the portfolio interest exemption.  (i) The Holder shall provide the Borrower with an executed Internal Revenue  Service Form W-9 or applicable Internal Revenue Service Form W-8 and shall update such  form upon request from the Borrower. The Holder shall also provide such other  documentation as may be reasonably requested by the Borrower from time to time in order  for the Borrower to determine the Borrower’s withholding and information reporting  obligations.  (j) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND  INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL  BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT  OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF  CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR  WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL  INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS NOTE.  [Signature Page Follows]    Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






  [Signature Page to Promissory Note]  IN WITNESS WHEREOF, the parties hereto have caused this Promissory Note to be executed  by the undersigned, thereunto duly authorized, as of the date first set forth above.   BORROWER:   BIRD GLOBAL, INC.       By:          Name: Yibo Ling   Title: Chief Financial Officer               HOLDER:   YA II PN, LTD.      By: Yorkville Advisors Global, LP   Its: Investment Manager     By:  Yorkville Advisors Global II, LLC  Its:  General Partner     By:          Name: Matt Beckman   Title: Member              Doc ID: 7bcca1fad2cd1b13b5985dc9fbd729325388609c 





 






  [Signature Page to Promissory Note]  IN WITNESS WHEREOF, the parties hereto have caused this Promissory Note to be executed  by the undersigned, thereunto duly authorized, as of the date first set forth above.   BORROWER:   BIRD GLOBAL, INC.       By:          Name: Yibo Ling   Title: Chief Financial Officer               HOLDER:   YA II PN, LTD.      By: Yorkville Advisors Global, LP   Its: Investment Manager     By:  Yorkville Advisors Global II, LLC  Its:  General Partner     By:          Name: Matt Beckman   Title: Member