a102-birdxbirdusholdcoll






Execution Version  1  US-DOCS\137586123.7  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. BANK TRUST COMPANY, NATIONAL ASSOCIATION AND  ACKNOWLEDGED BY BIRD GLOBAL, INC., BIRD RIDES INC., BIRD US OPCO, LLC,  BIRD US HOLDCO, LLC, BIRD RIDES INTERNATIONAL HOLDING, INC., 1393631 B.C.  UNLIMITED LIABILITY COMPANY, AND BIRD CANADA INC.  GUARANTEE  This GUARANTEE (the “Guarantee”), dated as of December 30, 2022, made by Bird US  Holdco, LLC (the “Guarantor”), is in favor of U.S. Bank Trust Company, National Association,  as Collateral Agent (the “Collateral Agent”), and the Purchasers (the “Purchasers” and collectively  with the Collateral Agent, the “Beneficiaries”) under the Note Purchase Agreement (as defined  below).  RECITALS  1. Bird Global, Inc., a Delaware corporation (the “Issuer”), and the Beneficiaries have  entered into the Note Purchase Agreement dated as of December 30, 2022 (as amended,  supplemented, or modified from time to time, the “Note Purchase Agreement”).  Capitalized terms  used herein and not otherwise defined herein shall have the meanings assigned to them in the Note  Purchase Agreement.  2. Prior to the Beneficiaries extending any credit to the Issuer under the Note Purchase  Agreement, the Issuer is required to provide the Beneficiaries with a guarantee duly executed by  the Guarantor, and this Guarantee is being delivered in satisfaction of such requirement.    3. The Guarantor, a wholly-owned Subsidiary of the Issuer, derives substantial direct  and indirect benefits from the extensions of credit contemplated by the Note Purchase Agreement.  GUARANTEE  As an inducement to the Beneficiaries to enter into the Note Purchase Agreement and for  other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the Guarantor agrees as follows:  1. Guarantee.  The Guarantor hereby unconditionally and irrevocably guarantees (as  primary obligor and not merely as surety) to the Beneficiaries and their successors and permitted  assigns the punctual and complete payment of all amounts due and payable and performance of all  other Obligations (now or hereafter arising, by acceleration or otherwise) by the Issuer and the  other Note Parties under the Note Purchase Agreement and the other Note Documents (the  “Guaranteed Obligations”) without regard to any defense of any kind which the Guarantor may  have or assert, and without abatement, suspension, deferment, or diminution of any event or  condition whatsoever, provided, that, notwithstanding anything to the contrary hereunder, the  Guaranteed Obligations of the Guarantor shall be limited to an aggregate amount equal to the  largest amount that would not render this Guarantee subject to avoidance under Section 548 of the  Bankruptcy Code or any comparable provisions of applicable law.  





 






  2  US-DOCS\137586123.7  2. Guarantee Absolute and Unconditional.  The Guarantor hereby agrees that its  obligations shall be absolute, irrevocable, and unconditional and, without limiting the generality  of the foregoing, shall not be released, discharged, or otherwise affected by:  (a) any failure or delay to enforce the provisions of the Note Purchase Agreement or  the other Note Documents;   (b) the perfection, release or extent of any Collateral or Guarantor Collateral or any  failure to realize on any Collateral or Guarantor Collateral;  (c) any waiver, modification or consent to departure from, or amendment of the Note  Purchase Agreement or other Note Documents;  (d) the invalidity, illegality or unenforceability of the Note Purchase Agreement or  the Guaranteed Obligations;   (e) any change in the corporate existence, structure, or ownership of the Issuer or the  other Note Parties; or   (f) any other circumstances (other than payment or conversion in full of the  Obligations or the Guaranteed Obligations) which may otherwise constitute a legal or  equitable discharge of a surety or guarantor.  This Guarantee constitutes a guarantee of payment when due and not of collection.  The  Beneficiaries have no duty or responsibility whatsoever to the Guarantor and make no  representation or warranty in respect of the management and maintenance of the Guaranteed  Obligations or any collateral therefor.    3. Waiver by Guarantor.  The Guarantor agrees that the Beneficiaries may at any time  and from time to time, either before or after the maturity thereof, without notice to or further  consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for,  or renew any of the Guaranteed Obligations, and may also make any agreement with the Issuer for  the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part,  for any modification of the terms thereof or of any agreement between any of the Beneficiaries  and the Issuer without in any way impairing or affecting this Guarantee.  The Guarantor hereby  waives notice of acceptance of this Guarantee, diligence, acceleration, presentment, notice of  default or demand of payment to or upon the Issuer or the Guarantor, filing of claims with a court  in the event of merger or bankruptcy of the Issuer, any right or requirement to proceed first against  the Issuer, any protest or notice with respect to the Note Purchase Agreement or the obligations  created or evidenced thereby and all demands whatsoever, any exchange, sale or surrender of, or  realization on, any other guarantee or any collateral, and any and all other notices and surety  defenses (other than payment in full) whatsoever.  The Beneficiaries shall not be obligated to file  any claim relating to the Guaranteed Obligations in the event that Issuer becomes subject to a  bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiaries to so file  shall not affect the Guarantor’s obligations hereunder.  4. Reinstatement in Certain Instances.  The Guarantor further agrees that if any  payment or delivery of any of the Guaranteed Obligations is subsequently rescinded or is  





 






  3  US-DOCS\137586123.7  subsequently recovered from or repaid by the recipient thereof, in whole or in part, in any  bankruptcy, reorganization, insolvency or similar proceedings instituted by or against the Issuer,  or otherwise, the Guarantor’s obligations hereunder with respect to such Guaranteed Obligation  shall be reinstated at such time to the same extent as though the payment or delivery so recovered  or repaid had not been originally made.    5. Security Interest.   (a) As security for the performance by the Guarantor of all the terms, covenants and  agreements on the part of the Guarantor to be performed under this Guarantee and any  other Note Document, including all Guaranteed Obligations, the Guarantor hereby grants  to the Collateral Agent for its benefit and the ratable benefit of the other Secured Parties, a  continuing security interest in, all of the Guarantor’s right, title and interest in, to and under  all of the following, whether now or hereafter owned, existing or arising (collectively, the  “Guarantor Collateral”):   (i) all Equity Interests of Bird US Opco, LLC,  (ii) all other personal and fixture property or assets of the Guarantor of every  kind and nature including, without limitation, all goods (including inventory,  equipment and any accessions thereto), instruments (including promissory notes),  documents, accounts, chattel paper (whether tangible or electronic), deposit  accounts, securities accounts, securities entitlements, letter-of-credit rights,  commercial tort claims, securities and all other investment property, supporting  obligations, money, any other contract rights or rights to the payment of money,  insurance claims and proceeds, and all general intangibles (including all payment  intangibles) (each as defined in the UCC), and   (iii) all proceeds of, and all amounts received or receivable under any or all of,  the foregoing.  The Collateral Agent (for the benefit of the Secured Parties) shall have, with respect to all  the Guarantor Collateral, and in addition to all the other rights and remedies available to  the Collateral Agent (for the benefit of the Secured Parties), all the rights and remedies of  a secured party under any applicable UCC.  The Guarantor hereby authorizes the Collateral  Agent (at the direction of the Required Purchasers) to file financing statements describing  the collateral covered thereby as “all of the debtor’s personal property or assets” or words  to that effect, notwithstanding that such wording may be broader in scope than the collateral  described in this Guarantee.  (b) The Guarantor hereby authorizes the Collateral Agent (at the direction of the  Required Purchasers) to perfect the Collateral Agent’s security interest in the Guarantor  Collateral by filing or authorizing the filing of, at the expense of the Guarantor, UCC-1  financing statements (including fixture filings) naming the Collateral Agent as secured  party and describing the Guarantor Collateral in a manner that the Required Purchasers  reasonably determine is necessary or advisable to perfect the security interest granted  hereunder.  





 






  4  US-DOCS\137586123.7  (c) At any time or from time to time upon the request of the Collateral Agent (at the  direction of the Required Purchasers), the Guarantor will, at its expense, promptly execute,  acknowledge, and deliver such further documents and do such other acts and things as the  Required Purchasers reasonably determine is necessary or advisable to perfect the security  interest granted hereunder.  (d) Upon the  Obligations becoming immediately due and payable, the Collateral Agent  and the other Secured Parties shall have, in addition to the rights and remedies which they  may have under this Guarantee and the other Note Documents, all other rights and remedies  provided after default under the UCC and under other Applicable Law, which rights and  remedies shall be cumulative. Any proceeds from liquidation of the Guarantor Collateral  shall be applied pursuant to the Intercreditor Agreement.  (e) Upon payment or conversion in full of the Obligations (other than inchoate  indemnity obligations), the Guarantor Collateral shall be automatically released from the  lien created hereby, and this Guarantee and all obligations (other than those expressly  stated to survive such termination) of the Guarantor shall terminate, all without delivery of  any instrument or performance of any act by any party, and all rights to the Guarantor  Collateral shall revert to the Guarantor.  Upon any sale or other transfer of any Guarantor  Collateral in a transaction permitted under and in accordance with the terms of the Note  Purchase Agreement, or upon the effectiveness of any written consent of the Collateral  Agent to the release of the Liens granted hereby on any Guarantor Collateral, the Collateral  Agent’s Lien on such Guarantor Collateral shall be automatically released, and all rights  therein shall revert to the Guarantor.  Promptly following written request therefor by the  Guarantor delivered to the Collateral Agent following any such termination or release, and  at the expense of the Guarantor, the Collateral Agent shall execute and deliver to, and  authorize the filing by, the Guarantor all financing statement amendments or termination  statements and such other documents as the Guarantor shall reasonably request to evidence  such termination or release and the Collateral Agent shall promptly deliver to the Guarantor  all applicable Guarantor Collateral in its possession.  6. Representations and Warranties.  The Guarantor hereby represents and warrants to  the Beneficiaries that:  (a) The Guarantor (i) is a limited liability company duly organized, validly existing  and in good standing under the laws of the State of Delaware, (ii) has full power and  authority to own its properties and assets and to carry on its business as now being  conducted and as presently contemplated, and (iii) has full power and authority to  execute, deliver and perform its obligations under this Guarantee.  (b) The execution, delivery and performance by the Guarantor of its obligations under  this Guarantee will not (i) violate or conflict with (x) any provision of law, order,  judgment, or decree of any court or other agency or government,  (y) any provision of its  constitutional documents, or (z) any agreement or other instrument to which the  Guarantor is a party or is bound; (ii) result in a breach of, or constitute (with due notice  or lapse of time or both) a default under any contractual provision to which it is bound;  or (iii) result in the creation or imposition of any lien, charge or encumbrance of any  





 






  5  US-DOCS\137586123.7  nature whatsoever upon any of the property or assets of the Guarantor pursuant to any  indenture, agreement or instrument (other than pursuant to this Guarantee), except in the  case of each of the foregoing clauses (i) through (iii) to the extent that any such conflict,  breach, default, lien, charge, encumbrance, or violation as applicable, could not  reasonably be expected to have a Material Adverse Effect.  (c) Except where the failure to obtain or make such consent, approval or authorization  could not reasonably be expected to have a Material Adverse Effect, all consents,  approvals, or authorizations from any Governmental Authority that are required to be  obtained in connection with or as a condition to the execution, delivery or performance  of this Guarantee have been obtained or made and are in full force and effect.  (d) The Guarantor is Solvent.  (e) The Guarantor is not contemplating either a filing of a petition under any state or  federal bankruptcy law, or the liquidating of all or a major portion of its property; and  the Guarantor has no knowledge of any person contemplating the filing of such petition  against it.  (f) Perfection Representations.  (i) This Guarantee creates a valid and continuing security interest (as defined  in the applicable UCC) in the Guarantor’s right, title and interest in, to and under  the Guarantor Collateral which (A) security interest has been perfected and is  enforceable against the Guarantor and (B) will be free of all Adverse Claims in  such Guarantor Collateral, except for Permitted Liens.  (ii) The Guarantor owns and has good and marketable title to the Guarantor  Collateral free and clear of any Lien of any Person other than Liens permitted to  exist under the Note Purchase Agreement.  (iii) All appropriate financing statements, financing statement amendments  and continuation statements have been delivered to the proper filing office in the  appropriate jurisdictions under Applicable Law in order to perfect (and continue  the perfection of) the grant by the Guarantor of a security interest in the Guarantor  Collateral to the Collateral Agent pursuant to this Guarantee.  (iv) Other than the security interest granted to the Collateral Agent pursuant to  this Guarantee, the Guarantor has not pledged, assigned, sold, granted a security  interest in, or otherwise conveyed any of the Guarantor Collateral except as  permitted by the Note Documents.  The Guarantor has not authorized the filing of  and, except as otherwise notified to the Collateral Agent in writing, is not aware  of any financing statements filed against the Guarantor that include a description  of collateral covering the Guarantor Collateral other than any financing statement  (i) in favor of the Collateral Agent, (ii) evidencing a Permitted Lien, or (iii) that  has been terminated.  The Guarantor is not aware of any judgment lien, ERISA  lien or tax lien filings against the Guarantor that are not permitted by this  Guarantee and the other Note Documents.  





 






  6  US-DOCS\137586123.7  (v) Notwithstanding any other provision of this Guarantee or any other Note  Document, the representations contained in this Section 6(f) shall be continuing  and remain in full force and effect until payment or conversion in full of the  Obligations (other than inchoate indemnity obligations).  7. Subrogation.  The Guarantor shall be subrogated to all rights of the Beneficiaries  against the Issuer in respect of any amounts paid or deliveries made by the Guarantor pursuant to  the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to  enforce, or to receive any payments arising out of or based upon, such right of subrogation until  payment in full of all of the Guaranteed Obligations.  8. Expenses of Enforcement.  The Guarantor further agrees to pay all reasonable and  documented out-of-pocket costs and expenses, including reasonable attorneys’ fees, which are  incurred by any of the Beneficiaries in any effort to collect or enforce any provision of this  Guarantee.  9. Set-Off.  Upon the Guaranteed Obligations becoming due and payable (by  acceleration or otherwise) under the Note Purchase Agreement or any other applicable Note  Document, each Beneficiary is hereby authorized to setoff, appropriate and apply (without  presentment, demand, protest or other notice which are hereby expressly waived) any deposits and  any other indebtedness held or owing by such Beneficiary  (including by any branches or agencies  of such Beneficiary) to, or for the account of, the Guarantor against amounts owing by the  Guarantor hereunder (even if contingent or unmatured); provided, that such Beneficiary shall  notify the Guarantor promptly following such setoff.  10. Incorporation by Reference.  The provisions of Sections 10.8 and 13.14 and  Exhibit D of the Note Purchase Agreement are incorporated herein by reference mutatis mutandis,  as if fully set forth herein, with each reference to “Issuer” being deemed to be a reference to the  Guarantor.  11. Governing Law; Submission to Jurisdiction.  THIS GUARANTEE AND, TO THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL MATTERS ARISING OUT  OF OR RELATING IN ANY WAY TO THIS GUARANTEE SHALL BE GOVERNED BY,  AND 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, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE  EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF COLLATERAL AGENT  OR ANY PURCHASER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A  JURISDICTION OTHER THAN THE STATE OF NEW YORK).  With respect to any suit, action  or proceedings relating to this Guarantee (“Proceedings”), the Guarantor irrevocably: (a) submits  to the exclusive jurisdiction of the courts of the State of New York and the United States District  Court located in the Borough of Manhattan in New York City and irrevocably agrees to designate  any Proceedings brought in the courts of the State of New York as “commercial” on the Request  for Judicial Intervention seeking assignment to the Commercial Division of the Supreme Court;  and (b) waives any objection which it may have at any time to the laying of venue of any  Proceedings brought in any such court, waives any claim that such Proceedings have been brought  





 






  7  US-DOCS\137586123.7  in an inconvenient forum and further waives the right to object, with respect to such Proceedings  that such court does not have any jurisdiction over the Guarantor.  Nothing in this Guarantee  precludes the Beneficiaries from bringing Proceedings in any other jurisdiction in order to enforce  any judgment obtained in any Proceedings referred to in the preceding sentence.    12. Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE  MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY  JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER  (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING  OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTEE OR ANY OTHER  NOTE DOCUMENT.  13. Successor and Assigns.  This Guarantee shall continue in full force and effect and  be binding upon the Guarantor and the successors and permitted assigns of the Guarantor,  provided, however, that the Guarantor may not assign or otherwise transfer this Guarantee or any  obligations hereunder without the prior written consent of the Required Purchasers and any such  assignment or transfer without such consent shall be void.  The Beneficiaries may, concurrently  with any assignment of their rights and obligations in accordance with the Note Purchase  Agreement, assign this Guarantee or any rights or powers hereunder, with any or all of the  underlying liabilities or obligations, the payment of which is guaranteed hereunder, in each case,  subject to and in accordance with the terms and conditions of the Note Purchase Agreement.  14. Entire Agreement; Amendments and Waivers.  This Guarantee supersedes any  prior negotiations, discussions, or communications between the Beneficiaries and the Guarantor  and constitutes the entire agreement between the Beneficiaries and the Guarantor with respect to  the Note Purchase Agreement and this Guarantee. No provision of this Guarantee may be  amended, modified, or waived without the prior written consent of the Required Purchasers.  15. Notices.  All notices or other communications to the Guarantor and the  Beneficiaries shall be delivered pursuant to the requirements set forth in Section 10 of the Note  Purchase Agreement (the Guarantor’s address and email address for notices and other  communications shall be the same as that of the Issuer).  16. Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the  Guaranteed Obligations, pursuant to this Guarantee and the exercise of any right or remedy by the  Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the  Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of  the Intercreditor Agreement and this Guarantee, the provisions of the Intercreditor Agreement shall  govern and control.  [SIGNATURE PAGE FOLLOWS]  





 






  [Signature Page to Guarantee]  IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed by one  of its duly authorized representatives or officers.  BIRD US HOLDCO, LLC  By: /s/ Shane Torchiana  Name: Shane Torchiana  Title: Chief Executive Officer   





 






  [Signature Page to Guarantee]  U.S. BANK TRUST COMPANY, NATIONAL  ASSOCIATION  By: /s/ Brandon Bonfig  Name: Brandon Bonfig  Title: Vice President