a1010-birdridesxamendmen






Execution Version  US-DOCS\137537508.5  AMENDMENT NO. 4  TO  MASTER SCOOTER OPERATING LEASE AND SERVICING AGREEMENT  AMENDMENT NO. 4 TO MASTER SCOOTER OPERATING LEASE AND SERVICING  AGREEMENT, dated as of December 30, 2022 (this “Agreement”), by and among Bird US Opco, LLC,  a Delaware limited liability company, as lessor (in such capacity, the “Lessor”) and Bird Rides, Inc., a  Delaware corporation, as a lessee (in such capacity, the “Lessee”) and as servicer (in such capacity as  servicer, the “Servicer” and, together with the Lessor and the Lessee, the “Bird Lease Parties”).  WHEREAS, reference is hereby made to (a) the Master Scooter Operating Lease and Servicing  Agreement, dated as of April 27, 2021 (as amended by the Amendment No. 1 to Master Scooter  Operating Lease and Servicing Agreement, dated as of October 12, 2021, the Amendment No. 2 to Master  Scooter Operating Lease and Servicing Agreement, dated as of April 8, 2022, the Amendment No. 3 to  Master Scooter Operating Lease and Servicing Agreement, dated as of October 7, 2022, and as further  amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to  the date hereof, the “Master Lease Agreement”), by and among the Lessor, the Lessee, and the Servicer  and (b) the Loan and Security Agreement, dated as of April 27, 2021 (as amended by the First  Amendment to Loan and Security Agreement, dated as of June 10, 2021, the Amendment No. 2 to Loan  and Security Agreement, dated as of October 12, 2021, the Amendment No. 3 to Loan and Security  Agreement dated as of April 8, 2022, the Amendment No. 4 to Loan and Security Agreement dated as of  April 22, 2022, the Fifth Amendment to Loan and Security Agreement dated as of July 1, 2022, the  Amendment No. 6  to Loan and Security Agreement dated as of October 7, 2022, and the Amendment  No. 7 to Loan and Security Agreement dated as of December 19, 2022, and as further amended, restated,  amended and restated, supplemented, or otherwise modified from time to time prior to the date hereof, the  “Loan Agreement”), by and among the Lessor, Bird US Holdco, LLC, a Delaware limited liability  company (“Holdco Guarantor”), the lenders from time to time party thereto, and MidCap Financial  Trust, as administrative agent (in such capacity, the “Administrative Agent”);  WHEREAS, the Lessor has entered into an Amendment No. 8 to Loan and Security Agreement,  dated as of the date hereof (“Amendment No. 8”), by and among the Lessor, Holdco Guarantor, the  lenders under the Loan Agreement as in effect immediately prior to the effectiveness of Amendment No.  8 (the “Existing Lenders”), each of the financial institutions party thereto as lender (together with  Existing Lenders, collectively, the “Lenders”) and the Administrative Agent, which amends the Loan  Agreement;  WHEREAS, in connection with Amendment No. 8 and in accordance with Section 19 of the  Master Lease Agreement, the Bird Lease Parties have agreed to amend the Master Lease Agreement as  more fully set forth herein and subject to the terms and conditions set forth herein.  NOW, THEREFORE, the parties hereto agree as follows:  Section 1. Defined Terms; References.   (a) Unless otherwise specifically defined herein, each term used herein which is defined in  the Master Lease Agreement or the Loan Agreement, as applicable, has the meaning assigned to such  term in the Amended Master Lease Agreement (as defined below) or the Amended Loan Agreement (as  defined in Amendment No. 8), as applicable. The rules of construction and other interpretive provisions  specified in Section 1.2 of the Amended Master Lease Agreement shall apply to this Agreement,  including terms defined in the preamble and recitals hereto.  





 






2  US-DOCS\137537508.5  (b) As used in this Agreement, the following terms have the meanings specified below:  “Amended Master Lease Agreement” shall mean the Master Lease Agreement, as amended by  this Agreement.  “Amendment No. 4 Effective Date” shall have the meaning provided in Section 6 hereof.  Section 2. Amendment.    (a) Amended Master Lease Agreement.  Pursuant to Section 19 of the Master Lease  Agreement:  (i) Each of the parties hereto agrees that, effective on the Amendment No. 4  Effective Date, the Master Lease Agreement shall be amended to delete the stricken text (indicated  textually in the same manner as the following example: stricken text and stricken text) and to add the  double-underlined text (indicated textually in the same manner as the following example: double- underlined text and double-underlined text) as set forth in the pages of the Master Lease Agreement  attached as Exhibit A hereto.  (ii) Each of the parties hereto agrees that Exhibit B hereto sets forth a clean copy of  the Amended Master Lease Agreement.  (b) Schedules.  Each of the parties hereto agrees that, effective on the Amendment No. 4  Effective Date, each of the schedules to the Master Lease Agreement is hereby amended and restated by  deleting such schedule in its entirety and replacing such schedule with the schedule set forth on Exhibit A  (as a marked copy) and Exhibit B (as a clean copy) hereto.  Section 3. Effect of Agreement; Reaffirmation; Etc. Except as expressly set forth herein or  in the Amended Master Lease Agreement, this Agreement shall not by implication or otherwise limit,  impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the  Administrative Agent under the Master Lease Agreement or under any other Transaction Document and  shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or  agreements contained in the Master Lease Agreement or any other provision of the Master Lease  Agreement or of any other Transaction Document, all of which are ratified and affirmed in all respects  and shall continue in full force and effect. Without limiting the foregoing, after giving effect to this  Agreement, (a) each Bird Lease Party acknowledges and agrees that (x) each Transaction Document to  which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to  its respective terms (in the case of the Master Lease Agreement, as amended hereby) and (y) the  Amended Master Lease Agreement, and all of the Collateral (as defined in Section 2(b) of the Master  Lease Agreement), does and in each case shall continue to, secure the payment and performance of all of  the obligations and liabilities of the Lessee under the Master Lease Agreement, and hereby ratifies the  security interests granted by it pursuant to the Master Lease Agreement, and (b) the Lessee hereby  confirms, reaffirms, and ratifies its continuing unconditional obligations as a guarantor under the Parent  Guaranty on the terms and conditions set forth in the Parent Guaranty. The parties hereto acknowledge  and agree that the amendment of the Master Lease Agreement pursuant to this Agreement and all other  Transaction Documents amended and/or executed and delivered in connection herewith shall not  constitute a novation of the Master Lease Agreement and the other Transaction Documents as in effect  prior to the Amendment No. 4 Effective Date.  Section 4. Representations of the Lessee and the Servicer. The Lessee and the Servicer  each hereby represents and warrants that:  





 






3  US-DOCS\137537508.5  (a) the representations and warranties set forth in Section 7 of the Amended Master Lease  Agreement shall be true and correct in all material respects on and as of the Amendment No. 4 Effective  Date (after giving effect to this Agreement), with the same effect as though made on and as of such date  (and deeming (x) this Agreement to be a “Transaction Document” for purposes of each such  representation and warranty and (y) references in Section 7 of the Amended Master Lease Agreement to  “this Agreement” to be references to the Amended Master Lease Agreement), it being understood and  agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be  required to be true and correct in all material respects only as of such specified date and (ii) any  representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar  language shall be true and correct in all respects (after giving effect to such qualification therein) on and  as of the Amendment No. 4 Effective Date; and  (b) no Potential Operating Lease Event of Default, Potential Servicer Default, Operating  Lease Event of Default, or Servicer Default has occurred and is continuing.  Section 5. Counterparts. This Agreement may be executed in counterparts (and by different  parties hereto on different counterparts) (including by facsimile or other electronic transmission (i.e., a  “pdf” or “tif”)), each of which shall constitute an original but all of which when taken together shall  constitute a single contract.  Delivery of an executed signature page to this Agreement by facsimile or  electronic transmission shall be as effective as delivery of a manually signed counterpart of this  Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or  related to any document to be signed in connection with this Agreement and the transactions  contemplated hereby shall be deemed to include electronic signatures, the electronic matching of  assignment terms and contract formations on electronic platforms approved by the Administrative Agent,  or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or  enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the  case may be, to the extent and as provided for in any applicable law, including the Federal Electronic  Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records  Act, or any other similar state laws based on the Uniform Electronic Transactions Act.  Section 6. Conditions to Effectiveness of this Agreement. This Agreement shall become  effective on the date (the “Amendment No. 4 Effective Date”) when each of the following conditions  shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution  (which may include telecopy or electronic transmission of a signed signature page of this Agreement) of  this Agreement:  (a) Amendment Documents. The Administrative Agent and the Bird Lease Parties shall have  received copies of this Agreement, executed and delivered by each party thereto.  (b) Amendment No.  8 Effective Date. The Amendment No. 8 Effective Date (as defined in  Amendment No. 8) shall have occurred.  Section 7. No Novation. Nothing herein contained shall be construed as a substitution or  novation of the obligations outstanding under the Master Lease Agreement or instruments securing the  same, which shall remain in full force and effect, except to any extent modified hereby or by instruments  executed concurrently herewith.  Nothing implied in this Agreement or in any other document  contemplated hereby shall discharge or release the Lien or priority of any Transaction Document or any  other security therefor or otherwise be construed as a release or other discharge of any of the Bird Lease  Parties under any Transaction Document from any of its obligations and liabilities as a borrower,  guarantor or pledgor under any of the Transaction Documents, except, in each case, to any extent  modified hereby.  





 






4  US-DOCS\137537508.5  Section 8. Miscellaneous. Sections 14, 15 and 16 of the Loan Agreement are incorporated  herein by reference and apply mutatis mutandis.    Section 9. Transaction Document. This Agreement is a Transaction Document and all  references to a “Transaction Document” in the Amended Master Lease Agreement or any other  Transaction Document (including any such reference in any representation or warranty in the Amended  Master Lease Agreement or any other Transaction Document) shall be deemed to include this Agreement.  [signature pages follow]  





 






[Signature Page to Amendment No. 4]  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by  their respective authorized officers as of the day and year first above written.  Bird US Opco, LLC, as Lessor  By:  /s/ Shane Torchiana  Name: Shane Torchiana  Title: Chief Executive Officer  Bird Rides, Inc., as Lessee and Servicer  By:  /s/ Shane Torchiana  Name: Shane Torchiana  Title: Chief Executive Officer  





 






[Signature Page to Amendment No. 4]  Acknowledged and Agreed:    MIDCAP FINANCIAL TRUST,  as the 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    





 






    US-DOCS\137537508.5  Exhibit A  Amended Master Lease Agreement  [See attached.]  





 






    US-DOCS\137537508.5  Exhibit B  Clean Copy of Amended Master Lease Agreement  [See attached.]  





 






    US-DOCS\137537508.5  EXHIBIT A  Conformed through:  Amendment No. 1 to Master Scooter Operating Lease and Servicing Agreement dated as of October 12, 2021  Amendment No. 2 to Master Scooter Operating Lease and Servicing Agreement dated as of April 8, 2022  Amendment No. 3 to Master Scooter Operating Lease and Servicing Agreement dated as of October 7, 2022  Amendment No. 4 to Master Scooter Operating Lease and Servicing Agreement dated as of December 30, 2022    MASTER SCOOTER OPERATING LEASE AND  SERVICING AGREEMENT  Dated as of April 27, 2021  among  BIRD US OPCO, LLC  as Lessor,  BIRD RIDES, INC.  as a Lessee and Servicer  





 






  i  US-DOCS\137537508.5  Table of Contents   Page  1. DEFINITIONS AND CONSTRUCTION ....................................................................................... 1  1.1. Definitions ........................................................................................................................... 1  1.2. Construction ........................................................................................................................ 1  2. NATURE OF AGREEMENT .......................................................................................................... 3  2.1. Lease of Scooters ................................................................................................................ 5  2.2. Hell-or-High-Water Lease .................................................................................................. 6  3. TERM ............................................................................................................................................... 7  3.1. Scooter Lease Term ............................................................................................................ 7  3.2. Operating Lease Term ......................................................................................................... 7  4. RENT AND LEASE CHARGES ..................................................................................................... 7  4.1. Amortization Schedule ........................................................................................................ 7  4.2. Monthly Base Rent .............................................................................................................. 7  4.3. [Reserved] ........................................................................................................................... 7  4.4. Quarterly Rider Incentive / Contra Pay True-Up Amount .................................................. 7  4.5. Disposition .......................................................................................................................... 8  4.6. Tariff Rebate Amount ......................................................................................................... 8  4.7. Making of Payments ........................................................................................................... 8  4.8. Ordering and Delivery Expenses ........................................................................................ 8  5. SCOOTER OPERATIONAL COVENANTS ................................................................................. 8  5.1. NET LEASE ....................................................................................................................... 8  5.2. Collections. ....................................................................................................................... 10  5.3. Intellectual Property. ......................................................................................................... 10  5.4. Scooter Use ....................................................................................................................... 11  5.5. Non-Disturbance ............................................................................................................... 11  5.6. Manufacturer’s Warranties ............................................................................................... 11  6. SERVICER FUNCTIONS ............................................................................................................. 11  6.1. Servicer Duties .................................................................................................................. 11  6.2. Disposition of Scooters ..................................................................................................... 12  6.3. Merger ............................................................................................................................... 12  7. CERTAIN REPRESENTATIONS AND WARRANTIES ........................................................... 12  7.1. Organization; Power; Qualification .................................................................................. 12  7.2. Authorization; Enforceability ........................................................................................... 12  7.3. Compliance ....................................................................................................................... 13  7.4. Governmental Approvals .................................................................................................. 13  7.5. Eligible Vehicles ............................................................................................................... 13  7.6. Investment Company Act .................................................................................................. 13  7.7. Supplemental Documents True and Correct ..................................................................... 13  7.8. ERISA ............................................................................................................................... 13  





 






  ii  US-DOCS\137537508.5  8. CERTAIN COVENANTS ............................................................................................................. 13  8.1. Corporate Existence; Foreign Qualification ..................................................................... 13  8.2. Books, Records, Inspections and Access to Information .................................................. 14  8.3. ERISA ............................................................................................................................... 14  8.4. Merger ............................................................................................................................... 15  8.5. Reporting ........................................................................................................................... 15  8.6. Minimum Liquidity ........................................................................................................... 16  8.7. Minimum Tangible Net Worth ......................................................................................... 16  8.8. Dividends .......................................................................................................................... 16  8.9. Transactions with Affiliates .............................................................................................. 17  8.10. Line of Business ................................................................................................................ 18  8.11. Modifications of Certificate of Incorporation, By-Laws and Certain Other  Agreements, etc. ................................................................................................................ 18  8.12. Limitation on Certain Restrictions on Subsidiaries .......................................................... 18  9. DEFAULT AND REMEDIES THEREFOR ................................................................................. 18  9.1. Events of Default .............................................................................................................. 18  9.2. Effect of Operating Lease Event of Default ...................................................................... 19  9.3. Rights of Lessor Upon Operating Lease Event of Default ............................................... 19  9.4. Servicer Default ................................................................................................................ 21  10. INDEMNIFICATION .................................................................................................................... 22  10.1. Indemnification ................................................................................................................. 22  10.2. Certain Payments in Respect of Scooters ......................................................................... 22  11. LIENS AND ASSIGNMENTS ...................................................................................................... 22  11.1. Rights of Lessor Assigned to Administrative Agent ........................................................ 22  11.2. Right of the Lessor to Assign this Agreement .................................................................. 23  11.3. Limitations on the Right of the Lessee and the Servicer to Assign this Agreement ......... 23  11.4. Liens .................................................................................................................................. 24  12. NON-LIABILITY OF LESSOR .................................................................................................... 24  13. [RESERVED] ................................................................................................................................ 25  14. SUBMISSION TO JURISDICTION ............................................................................................. 25  15. GOVERNING LAW ...................................................................................................................... 25  16. JURY TRIAL ................................................................................................................................. 25  17. NOTICES ....................................................................................................................................... 25  18. ENTIRE AGREEMENT ................................................................................................................ 26  19. MODIFICATION AND SEVERABILITY ................................................................................... 26  20. SURVIVABILITY ......................................................................................................................... 27  





 






  iii  US-DOCS\137537508.5  21. HEADINGS ................................................................................................................................... 27  22. EXECUTION IN COUNTERPARTS; ELECTRONIC EXECUTION ........................................ 27  23. THIRD-PARTY BENEFICIARIES ............................................................................................... 27  24. INTERCREDITOR AGREEMENT .............................................................................................. 27    SCHEDULES  SCHEDULE I  – Definitions    





 






  US-DOCS\117850317.3  MASTER SCOOTER OPERATING LEASE AND  SERVICING AGREEMENT  This Master Scooter Operating Lease and Servicing Agreement (as amended, modified or  supplemented from time to time in accordance with the provisions hereof, this “Agreement”), dated as of  April 27, 2021, by and among:  BIRD US OPCO, LLC, a Delaware limited liability company, as lessor (in such capacity, the  “Lessor”); and  BIRD RIDES, INC., a Delaware corporation (“Bird”), as a lessee (in such capacity, the “Lessee”)  and as servicer (in such capacity as servicer, the “Servicer”).  RECITALS  WHEREAS, the Lessor has entered into a Loan and Security Agreement (as amended, modified  or supplemented from time to time, the “Loan Agreement”), dated as of April 27, 2021, among the  Lessor, Bird US Holdco, LLC, the lenders party thereto and MidCap Financial Trust, as administrative  agent (in such capacity, the “Administrative Agent”), in order to finance the acquisition of a fleet of  electric scooters (the “Scooters’) that the Lessor determines shall be leased hereunder;  WHEREAS, the Lessor desires to lease to the Lessee, and the Lessee desires to lease from the  Lessor, the Scooters for use in connection with the business of the Lessee;  WHEREAS, the Lessor and the Lessee each desire that the Servicer perform various servicing  functions with respect to the Scooters, and the Servicer desires to perform such functions, in accordance  with the terms hereof;  NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as  follows:  AGREEMENT  1. DEFINITIONS AND CONSTRUCTION   1.1. Definitions.  As used in this Agreement and unless the context requires a different meaning,  capitalized terms used herein shall have the meanings ascribed thereto in Schedule I hereto and, if  not defined therein, shall have the meanings assigned to such terms in the Loan Agreement.  1.2. Construction.  (a) In this Agreement, including the preamble, recitals, attachments, schedules, annexes,  exhibits and joinders hereto, unless the context otherwise requires:  (i) the singular includes the plural and vice versa;  (ii) references to an agreement or document shall include the preamble, recitals, all  attachments, schedules, annexes, exhibits and joinders to such agreement or  document, and are to such agreement or document (including all such  attachments, schedules, annexes, exhibits and joinders to such agreement or  





 






  2  US-DOCS\137537508.5  document) as amended, supplemented, restated and otherwise modified from  time to time and to any successor or replacement agreement or document, as  applicable (unless otherwise stated);  (iii) reference to any Person includes such Person’s successors and assigns but, if  applicable, only if such successors and assigns are permitted by this Agreement,  and reference to any Person in a particular capacity only refers to such Person in  such capacity;  (iv) reference to any gender includes the other gender;  (v) reference to any Requirement of Law means such Requirement of Law as  amended, modified, codified or reenacted, in whole or in part, and in effect from  time to time;  (vi) “including” (and with correlative meaning “include”) means including without  limiting the generality of any description preceding such term;  (vii) with respect to the determination of any period of time, “from” means “from and  including” and “to” means “to but excluding”;  (viii) the language used in this Agreement will be deemed to be the language chosen  by the parties hereto to express their mutual intent, and no rule of strict  construction will be applied against any party;  (ix) as used in this Agreement, unless the context otherwise requires, the term “title”  refers to a Certificate of Title or other similar form of vehicle title and is intended  by each party hereto to include the terms “vehicle registration” and “vehicle  license plate,” unless specified otherwise; and  (x) unless specified otherwise, “titling” will be deemed to include the acts of  registering a scooter, including the registering of the license plates of a scooter.  (b) Notwithstanding any language to the contrary contained herein, the parties hereto intend  that this Agreement constitutes one indivisible lease of the Scooters and not separate  leases governed by similar terms.  The Scooters constitute one economic unit, and the  Rent and all other provisions hereof have been negotiated and agreed to based upon a  demise of all of the Scooters to the Lessees as a single, composite, inseparable transaction  and would have been substantially different had separate leases or a divisible lease been  intended.  The parties intend that the provisions of this Agreement shall at all times be  construed, interpreted and applied so as to carry out their mutual objective to create an  indivisible lease of all of the Scooters and, in particular but without limitation, that, for  purposes of any assumption, rejection or assignment of this Agreement under 11 U.S.C.  Section 365, or any successor or replacement thereof or any analogous state law, this is  one indivisible lease and non-severable lease and executory contract dealing with one  legal and economic unit and that this Agreement must be assumed, rejected or assigned  as a whole with respect to all (and only as to all) of the Scooters.  Except as expressly  provided in this Agreement for specific, isolated purposes (and then only to the extent  expressly otherwise stated), all provisions of this Agreement apply equally and uniformly  to all of the Scooters as one unit.  Upon the occurrence and during the continuance of any  Operating Lease Event of Default, the Lessor shall be entitled to exercise any applicable  





 






  3  US-DOCS\137537508.5  remedies under Section 9 with respect to all of the Scooters or any portion of the  Scooters, regardless of the portion of the Scooters to which such Operating Lease Event  of Default relates.  The parties may amend this Agreement from time to time to add or  remove one or more additional scooters as part of the Scooters and such future addition  to, or removal from, the Scooters shall not in any way change the indivisible and non- severable nature of this Agreement and all of the foregoing provisions shall continue to  apply in full force.  Each party agrees that it shall not assert that this Agreement is not,  and shall not challenge the characterization of this Agreement as, a single indivisible  lease of all of the Scooters.  Each party hereby waives any claim or defense based on a  recharacterization of this Agreement as any agreement other than a single indivisible  lease of all of the Scooters.  2. NATURE OF AGREEMENT.   (a) The Lessee and the Lessor intend that this Agreement is a lease and that the relationship  between the Lessor and the Lessee pursuant hereto shall always be only that of lessor and  lessee, and the Lessee hereby declares, acknowledges and agrees that the Lessor is the  owner of the Scooters, and legal title to the Scooters is held by the Lessor directly.  The  Lessee shall not acquire by virtue of this Agreement any right, equity, title or interest in  or to any Scooters, except the leasehold interest established by this Agreement.  The  parties agree that this Agreement is a “true lease” and agree to treat the leasehold interest  established by this Agreement as a lease for all purposes, including accounting,  regulatory and otherwise, except it will be disregarded for tax purposes to the extent the  Lessor and the Lessee are treated as the same taxpayer under the Code or under  applicable state tax laws.  (b) GRANT OF SECURITY INTEREST.  To secure the prompt and complete payment and  performance when due (whether at stated maturity, by acceleration or otherwise) of all of  the obligations and liabilities of the Lessee under this Agreement, the Lessee hereby  grants to the Lessor a security interest in all of the Lessee’s right, title and interest, if any,  in and to all of the following assets, property and interests in property, whether now  owned or hereafter acquired or created (collectively, the “Collateral”):  (i) the rights of the Lessee under this Agreement, as such Agreement may be  amended, modified or supplemented from time to time in accordance with its  terms, and any other agreements related to or in connection with this Agreement,  to which the Lessee is a party (the “Lessee Agreements”), including, without  limitation, (a) all monies, if any, due and to become due to the Lessee from any  other Person under or in connection with any of the Lessee Agreements or Rider  Contracts in connection with the use of Scooters, whether payable as rent,  guaranty payments, fees, expenses, costs, indemnities, insurance recoveries,  damages for the breach of any of the Lessee Agreements or otherwise, and (b) all  rights, remedies, powers, privileges, liens and claims of the Lessee against any  other party under or with respect to the Lessee Agreements (whether arising  pursuant to the terms of such Lessee Agreements or otherwise available to the  Lessee at law or in equity), including the right to enforce any of the Lessee  Agreements and to give or withhold any and all consents, requests, notices,  directions, approvals, extensions or waivers under or with respect to the Lessee  Agreements or the obligations and liabilities of any party thereunder;  (ii) [reserved];  





 






  4  US-DOCS\137537508.5  (iii) all right, title and interest of the Lessee in and to any Proceeds from the sale of  the Scooters leased hereunder which, notwithstanding that this Agreement is  intended to convey only a leasehold interest, are determined to be owned by the  Lessee, including all monies due in respect of such Scooters, whether payable as  the purchase price of such Scooters, as auction sales proceeds, or as fees,  expenses, costs, indemnities, insurance recoveries, or otherwise;  (iv) all payments under insurance policies (whether or not the Lessor or the  Administrative Agent is named as the loss payee thereof) or any warranty  payable by reason of loss or damage to, or otherwise with respect to, any of the  Scooters leased hereunder solely to the extent attributable to a casualty event  with respect to the Scooters;  (v) all additional property that may from time to time hereafter become part of the  Collateral pursuant to the terms of the Transaction Documents; and  (vi) all Proceeds of any and all of the foregoing including, without limitation, cash  and payments under insurance (whether or not the Lessor is named as the loss  payee thereof).  The Lessee hereby acknowledges that the Lessor has granted to the Administrative  Agent, pursuant to the Loan Agreement, for the benefit of the Secured Parties, a first  priority security interest in all of Lessor’s right, title and interest in and to the Scooters  and this Agreement as collateral security for the prompt and complete payment and  performance when due (whether at stated maturity, by acceleration or otherwise) of all of  the obligations and liabilities of the Lessor, whether direct or indirect, absolute or  contingent, due or to become due, or now existing or hereafter incurred, which may arise  under, out of, or in connection with, the Loan Agreement and any other document made,  delivered or given in connection therewith, whether on account of rent, principal, interest,  reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and  disbursements of counsel to the Lessor and the Administrative Agent that are required to  be paid by the Lessee pursuant to the terms hereof).  (c) The Lessee agrees to deliver to the Lessor and the Administrative Agent on or before the  Operating Lease Commencement Date:  (i) a written search report from a Person satisfactory to the Lessor and the  Administrative Agent listing all effective financing statements that name the  Lessee as debtor or assignor, and that are filed in the jurisdictions in which  filings were made pursuant to clause (ii) below, together with copies of such  financing statements, and tax and judgment lien search reports from a Person  satisfactory to the Lessor and the Administrative Agent showing no evidence of  liens filed against the Lessee that purport to affect any Scooters leased hereunder  or any Collateral under the Loan Agreement; and  (ii) draft financing statements on Form UCC-1 to be filed in the jurisdiction where  the Lessee is located under Section 9-307 of the UCC naming the Lessee, as  debtor, the Lessor, as secured party, and the Administrative Agent, as assignee of  the secured party, covering the Collateral described in Section 2(b) hereof.  





 






  5  US-DOCS\137537508.5  (d) The Lessee hereby authorizes each of the Lessor and the Administrative Agent to file  (provided that the Administrative Agent shall have no obligation to so file), or cause to be  filed, financing or continuation statements, and amendments thereto and assignments  thereof, under the UCC in order to perfect its interest in the Collateral granted pursuant to  Section 2(b).  (e) Upon the termination of this Agreement, the Collateral shall be automatically released  from the lien created hereby,  without delivery of any instrument or performance of any  act by any party, and all rights to the Collateral shall revert to the Lessor.  Upon the sale,  transfer, or other disposition of any Collateral in accordance with this Agreement, the  Lien created hereby in favor of the Lessee in such Collateral shall be released and all  rights to such Collateral shall revert to the Lessor.  In furtherance of the foregoing,  promptly following written request therefor by the Lessor delivered to the Lessee  following any such termination or release, and at the expense of the Lessor, the Lessee  shall execute and deliver to the Lessor UCC-3 termination statements or UCC-3  amendment statements and such other documents as the Lessor shall reasonably request  to evidence such termination or release.  2.1. Lease of Scooters.  (a) Agreement to Lease.  From time to time, subject to the terms and provisions hereof  (including satisfaction of the conditions precedent set forth in Section 2.1(b)), the Lessor  agrees to lease to the Lessee, and the Lessee agrees to lease from the Lessor those certain  Scooters identified on Leased Scooter Schedules produced from time to time by or on  behalf of the Lessee pursuant to Section 2.1(c).  (b) Conditions Precedent to Lease of Scooters.  The agreement of the Lessor to commence  leasing any Scooter to the Lessee hereunder is subject to the following conditions  precedent being satisfied on the Scooter Lease Commencement Date for such Scooter:  (i) No Default.  No Operating Lease Event of Default shall have occurred and be  continuing on the Scooter Lease Commencement Date for such Scooter or would  result from the leasing of such Scooter hereunder, and no Potential Operating  Lease Event of Default shall have occurred and be continuing on the Scooter  Lease Commencement Date for such Scooter or would result from the leasing of  such Scooter hereunder;  (ii) Representations and Warranties.  The representations and warranties contained in  Section 7 are true and correct in all material respects (unless any such  representation or warranty contains a materiality limitation by its terms, in which  case such representation or warranty shall be true and correct) as of such date  (unless any such representation or warranty by its terms makes reference to a  specific date, in which case, such representation or warranty shall be true and  correct for such specific date); and  (iii) Eligible Vehicle.  Such Scooter is an Eligible Scooter.  (c) Leased Scooter Schedules.  From time to time, the Lessee shall deliver or cause to be  delivered to the Lessor one or more schedules identifying the scooters the Lessee desires  to lease from the Lessor hereunder, which schedules shall include the Basic Scooter  Information (each such schedule, a “Leased Scooter Schedule”).  The Lessee hereby  





 






  6  US-DOCS\137537508.5  agrees that each such delivery of a Leased Scooter Schedule shall be deemed hereunder  to constitute a representation and warranty by the Lessee, to and in favor of the Lessor,  that each condition precedent to the leasing of the Scooters identified in such Leased  Scooter Schedule has been or will be satisfied as of the date of such delivery.  2.2. Hell-or-High-Water Lease.  THIS AGREEMENT SHALL BE A NET LEASE, AND THE  LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL  BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY  ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY  REASON WHATSOEVER.  The obligations and liabilities of the Lessee hereunder shall in no  way be released, discharged or otherwise affected (except as may be expressly provided herein)  for any reason, including without limitation:  (i) any defect in the condition, merchantability, quality or fitness for use of the  Scooters or any part thereof;  (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of  or any requisition or taking of the Scooters or any part thereof;  (iii) any restriction, prevention or curtailment of or interference with any use of the  Scooters or any part thereof;  (iv) any defect in or any Lien on title to the Scooters or any part thereof;  (v) any change, waiver, extension, indulgence or other action or omission in respect  of any obligation or liability of the Lessee or the Lessor;  (vi) any bankruptcy, insolvency, reorganization, composition, adjustment,  dissolution, liquidation or other like proceeding relating to the Lessee, the Lessor  or any other Person, or any action taken with respect to this Agreement by any  trustee or receiver of any Person mentioned above, or by any court;  (vii) any claim that the Lessee has or might have against any Person, including  without limitation the Lessor;  (viii) any failure on the part of the Lessor or the Lessee to perform or comply with any  of the terms hereof or of any other agreement;  (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any  provision hereof or any of the other Related Documents or any provision of any  thereof, in each case whether against or by the Lessee or otherwise;  (x) any insurance premiums payable by the Lessee with respect to the Scooters; or   (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing,  whether or not the Lessee shall have notice or knowledge of any of the foregoing  and whether or not foreseen or foreseeable.  This Agreement shall not be cancellable by the Lessee and, except as expressly provided by this  Agreement, the Lessee, to the extent permitted by law, waives all rights now or hereafter  conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any  





 






  7  US-DOCS\137537508.5  diminution or reduction of Rent or other amounts payable by the Lessee hereunder.  All payments  by the Lessee made hereunder shall be final (except to the extent of adjustments provided for  herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek  to recover any such payment or any part thereof for any reason whatsoever, absent manifest error.   All covenants and agreements of the Lessee herein shall be performed at its cost, expense and risk  unless expressly otherwise stated.  3. TERM.  3.1. Scooter Lease Term.  (a) Scooter Lease Commencement Date.  The “Scooter Lease Commencement Date” with  respect to any Scooter shall mean the date referenced in the applicable Leased Scooter  Schedule with respect to such Scooter but in no event shall such date be a date later than  the date on which the Lessor acquires such Scooter.  (b) Scooter Lease Term.  The “Scooter Lease Term” with respect to each Scooter shall  extend from the Scooter Lease Commencement Date through the earliest of:  (i) the date such Scooter is disposed of pursuant to Section 4.5;   (ii) [reserved]; and  (iii) the Operating Lease Expiration Date.  3.2. Operating Lease Term.  The “Operating Lease Commencement Date” shall mean the Closing  Date.  The “Operating Lease Expiration Date” shall mean the later of (i) the date of the final  payment in full of the Loans and (ii) the disposition or return of the last Scooter leased by the  Lessee hereunder.  The “Term” of this Agreement shall mean the period commencing on the  Operating Lease Commencement Date and ending on the Operating Lease Expiration Date.  4. RENT AND LEASE CHARGES. The Lessee will pay the amounts set forth below on each due  date set forth below in this Section 4.   4.1. Amortization Schedule.  On or prior to the Scooter Lease Commencement Date for each Scooter,  the Lessor shall establish or cause to be established a schedule of the amortization amounts due  with respect to such Scooter (which may be the Amortization Schedule attached as Schedule II to  the Loan Agreement).  4.2. Monthly Base Rent.  On each Payment Date, the Lessee shall pay to the Lessor the Monthly Base  Rent due in respect of all Scooters. The “Monthly Base Rent” due with respect to a Scooter on  each Payment Date shall equal such Scooter’s Pro Rata Share of the Amortization Amount due  and payable on the immediately succeeding Payment Date.  4.3. [Reserved].    4.4. Quarterly Rider Incentive / Contra Pay True-Up Amount.  On each Payment Date immediately  following a Quarterly Period under the Loan Agreement, the Lessee shall pay to the Lessor the  Quarterly Rider Incentive / Contra Pay True-Up Amount, if any, due in respect of all Scooters on  such Payment Date. The “Quarterly Rider Incentive / Contra Pay True-Up Amount” due for each  Payment Date immediately following a Quarterly Period shall equal the amount by which the  





 






  8  US-DOCS\137537508.5  Rider Incentive / Contra Pay offered in respect of all Scooters owned by the Lessor at any point  during such Quarterly Period exceeds 20% of the aggregate amount of all revenue earned in  respect of such Scooters over such Quarterly Period; provided, that the Quarterly Rider Incentive  / Contra Pay True-Up Amount for the Payment Date occurring in October 2022 shall be $0.  4.5. Disposition.  On each Payment Date, the Lessee shall deliver to the Lessor and the Administrative  Agent a list containing each Scooter leased by the Lessee with respect to which the Lessee  became obligated to repurchase such Scooter pursuant to Section 10.2 in the preceding calendar  month (each such list, a “Monthly Disposition Report” and each such Scooter an “Affected  Scooter”).  On each Payment Date following a Collection Period in which there is an Affected  Scooter (i) the Lessor shall cause title to such Scooter to be transferred to or at the direction of the  Lessee of such Scooter and (ii) the Lessee shall pay to the Lessor the Adjusted Cost of the  Scooter, in the case of a Scooter that the Lessee is required to repurchase pursuant to  Section 10.2.  4.6. Tariff Rebate Amount. On each Payment Date, the Lessee shall pay to the Lessor the Tariff  Rebate Amount, if any, for such Payment Date; provided, that the Lessee shall not be required to  pay the Tariff Rebate Amount for any Payment Date if, on such Payment Date, no Event of  Default or Potential Event of Default under the Loan Agreement has occurred and is continuing.  The “Tariff Rebate Amount” due for each Payment Date shall equal all rebates, credits or other  reimbursement of tariffs received in respect of a Scooter, if any, during the immediately  preceding Collection Period.  4.7. Making of Payments.  (a) All payments hereunder shall be made by the Lessee, or by the Servicer on behalf of the  Lessee, to, or for the account of, the Lessor in immediately available funds, without  setoff, counterclaim or deduction of any kind.  (b) All such payments shall be deposited into the Collection Account not later than 2:00  p.m., New York City time, on the date such payments are payable hereunder.  (c) In the event the Lessee fails to remit payment of any amount due under this Agreement  on or before the date when due and payable hereunder, the amount not paid will be  considered delinquent and the Lessee shall pay default interest with respect thereto at a  rate equal to the effective interest rate that would be payable by the Lessor on any  overdue amounts owed by the Lessor with respect to the Loans, during the period from  the date on which such delinquent amount was payable until such delinquent amount  (with accrued interest) is paid.  4.8. Ordering and Delivery Expenses.  With respect to any Scooter to be leased by the Lessee  hereunder, the Lessee shall pay to or at the direction of the Lessor all applicable costs and  expenses of freight, packing, handling, storage, shipment and delivery of such Scooter and all  tariffs, sales and use tax (if any).  5. SCOOTER OPERATIONAL COVENANTS   5.1. NET LEASE.  THIS AGREEMENT SHALL BE A NET LEASE.  5.1.1. Maintenance and Repairs.  The Lessee shall pay for all maintenance, charging, storage  and repairs of the Scooters.  The Lessee will pay, or cause to be paid, all usual and  





 






  9  US-DOCS\137537508.5  routine expenses incurred in the use and operation of Scooters leased by the Lessee  hereunder including, but not limited to, deploying, charging, repairing and rebalancing  Scooters, maintaining Scooters in good and safe operating condition, and recycling or  otherwise disposing of Scooters and related parts. Any improvements or additions to any  Scooters shall become and remain the property of the Lessor.  5.1.2. Riders. The Lessee shall request Riders to execute or acknowledge Rider Contracts and  Terms of Service agreements and shall enforce such Rider Contracts and Terms of  Service agreements in accordance with the Lessee’s historical practice. The Lessee shall  maintain customer support functions and other user-facing functions to maintain and  improve the user experience consistent with historical practice. The Lessee shall not  amend or modify Rider Contracts if such amendment or modification would reasonably  be expected to have a Lease Material Adverse Effect.  5.1.3. Fleet Managers. With respect to Scooters subject to Fleet Management Contracts, the  Lessee shall ensure that all Fleet Managers are properly trained and onboarded with all  relevant Fleet Manager-facing mobile applications. The Lessee shall monitor the  performance of Fleet Managers and identify and rectify any breaches by Fleet Managers  under Fleet Management Contracts, including terminating Fleet Management Contracts  and recovering Scooters. The Lessee shall promptly pay and discharge all obligations  under Fleet Management Contracts.  5.1.4. Insurance.  The Lessee shall at all times maintain or cause to be maintained insurance  policies covering risks against casualty events (which may be umbrella policies covering  the Lessee, the Lessor and some or all Affiliates of the Lessee) with respect to the  Scooters and use thereof (and shall cause each such insurance policy maintained by it or  an Affiliate to name the Lessor and the Administrative Agent as an additional insured and  loss payee to the extent required by the Loan Agreement) of at least the types and in at  least the same amounts as are customarily maintained by the Lessee and its Affiliates for  its own scooters and related assets.  The Lessee shall, from time to time upon the Lessor’s or the Administrative Agent’s  reasonable request, deliver to the Lessor and the Administrative Agent copies of  documentation evidencing all insurance required by this Section 5.1.4 that is then in  effect.    5.1.5. Ordering and Delivery Expenses.  The Lessee shall be responsible for the payment of all  ordering and delivery expenses as set forth in Section 4.8.  5.1.6. Fees; Traffic Summonses; Penalties and Fines.  The Lessee shall be responsible for the  payment of all registration fees, title fees, license fees, permit fees or other similar  governmental fees and taxes (including the cost of any recording or registration fees or  other similar governmental charges with respect to the notation on any Certificates of  Title of the Scooters of the interest of the Administrative Agent), all costs and expenses  in connection with the transfer of title of, or reflection of the interest of any lienholder in,  any Scooter, traffic summonses, penalties, judgments and fines incurred with respect to  any Scooter during the Scooter Lease Term for such Scooter or imposed during the  Scooter Lease Term for such Scooter by any Governmental Authority with respect to  such Scooters in connection with the Lessee’s operation of such Scooters.  





 






  10  US-DOCS\137537508.5  5.1.7. No Prejudice to the Lessor.  The Lessee agrees to operate the Scooters leased hereunder  with a goal of maximizing the profit generated from such Scooters as if such Scooters  were owned directly by the Lessee. In deciding where to deploy the Scooters, whether to  engage Fleet Managers to assist in the management of the Scooters and all other  decisions relevant to the use of the Scooters, the Lessee shall not intentionally take any  action to compete with or prejudice the Lessor or any Secured Party. The Lessee agrees  to notify the Lessor and the Administrative Agent in writing of strategic changes to the  Lessee’s historical business model, including without limitation, with respect to the  revenue sharing program utilized with Fleet Managers, to the extent such strategic  changes could reasonably be expected to be materially adverse to the Lessor or the  Lenders.  5.2. Collections.  5.2.1. The Lessee shall collect all amounts due under Rider Contracts from the use of Scooters  as and when the same shall become due. Any amounts constituting property of the Lessor  received by the Lessee at any time other than in the Collection Account shall be held by  the Lessee in trust for the benefit of the Lessor and applied in accordance with this  Section 5.2.  5.2.2. The Lessee shall cause all collections from Rider Contracts to be deposited in the Stripe  Account, Paypal Account, or Other Lessee Account of the Lessee (a “Lessee Account”).   The Lessee shall ascertain the Payment Information relating to any payments received or  recognized in (x) a Lessee Account or (y) the Collection Account, in each case, using  commercially reasonable efforts as soon as practicable following receipt or deposit of  such funds and in any event on or prior to the next occurring Payment Date following  receipt or deposit of such funds (to the extent such funds were received or deposited on or  prior to the last day of the month most recently ended prior to such Payment Date);  provided, however, that if the Lessee has not been able to obtain the Payment Information  with respect to any payments in respect of scooters on or prior to the next occurring  Payment Date (to the extent such funds were received or deposited on or prior to the last  day of the month most recently ended prior to such Payment Date), then the Lessee shall  deposit any such amounts into the Collection Account. Once the Lessee has determined  all Payment Information with respect to a payment in respect of a scooter, the Lessee  shall segregate any such funds that constitute property of the Lessor for the benefit of the  Lessor.   5.3. Intellectual Property.   5.3.1. The Lessee shall not do any act or omit to do any act whereby any of the Scooter IP may  lapse, or become abandoned or cancelled, or dedicated to the public, in each case except  with respect to non-material Patents, Trademarks, Copyrights or other Intellectual  Property that are, in the reasonable judgment of Lessee, no longer economically  practicable to maintain or useful in the conduct of the business of Lessee, taken as a  whole, or the abandonment or cancellation of which could not reasonably be expected to  result in a Lease Material Adverse Effect;  5.3.2. The Lessee shall not, with respect to any Trademarks constituting Scooter IP, fail to  maintain the level of the quality of Scooters leased and services rendered under any such  trademark at a level at least substantially consistent with the quality of such Scooters and  services as of the Closing Date, and Lessee shall adequately control the quality of  





 






  11  US-DOCS\137537508.5  Scooters and services offered by any licensee of its trademarks to maintain such  standards, except for any such failure which could not reasonably be expected to result in  a Lease Material Adverse Effect;  5.3.3. The Lessee shall promptly notify the Lessor if it knows or becomes aware that any item  of Intellectual Property may become subject to any judicial or administrative adverse  determination regarding Lessee’s right to own, register or use or the validity or  enforceability of any material item of Scooter IP (including the institution of any action  or proceeding in the United States Patent and Trademark Office, the United States  Copyright Office, any state registry, or any court but excluding non-final office actions  issued in the ordinary course), except for any such determination which could not  reasonably be expected to result in a Lease Material Adverse Effect;  5.3.4. In the event that the Lessee knows or has reason to know that any material Scooter IP has  been infringed, misappropriated or diluted by a third party in a manner that could  reasonably be expected to have a Lease Material Adverse Effect, the Lessee shall  promptly notify the Lessor and shall, if the Lessee deems it necessary in its reasonable  business judgment, promptly sue and recover any and all damages, and take such other  actions as are reasonably appropriate under the circumstances; and  5.3.5. In the event that any Scooter IP which is material to the business of the Lessee is not  owned by the Lessee but is instead owned by (i) an Affiliate of the Lessee, the Lessee  shall obtain sufficient rights in and to such Scooter IP from its applicable Affiliate, or (ii)  a third party, the Lessee shall use commercially reasonable efforts to obtain sufficient  rights in and to such Scooter IP from such third party, in each case in order to grant the  Lessor a license, or sublicense, to use such Scooter IP on the same terms and conditions  as those set forth in Section 9.3.3 hereof.   5.4. Scooter Use. The Lessee may use Scooters leased hereunder in connection with its business,  subject to the provisions of this Agreement.  Such use shall be confined to the United States  (which use will include all normal course movements of Scooters across geographic markets in  the United States, in each case in the Lessee’s course of business and subject to the Transaction  Documents).  The Lessee agrees to possess, operate and maintain each Scooter leased to it in a  manner consistent with how the Lessee would possess, operate and maintain such Scooter were  the Lessee the beneficial owner of such Scooter.  5.5. Non-Disturbance.  So long as the Lessee satisfies its obligations hereunder with respect a Scooter,  its quiet enjoyment, possession and use of such Scooter will not be disturbed during the Scooter  Lease Term for such Scooter subject, however, to Section 9 hereof.  5.6. Manufacturer’s Warranties.  If a Scooter is covered by a manufacturer’s warranty, the Lessee,  during the Scooter Lease Term for such Scooter, shall (to the extent permitted under such  manufacturer’s warranty) make any claims under such warranty on behalf of the Lessor that the  Lessor could make.  6. SERVICER FUNCTIONS.  6.1. Servicer Duties. The Servicer agrees to perform the following duties on behalf of the Lessor  under the Transaction Documents:  





 






  12  US-DOCS\137537508.5  (a) Delivering such items as are necessary or advisable to perfect or protect the  Administrative Agent’s security interest in and a valid and perfected Lien on all  Collateral thereunder, including the preparation of any financing statements or  continuation relating to the Collateral pledged thereunder for filing under the provisions  of the UCC of any applicable jurisdiction;  (b) Obtaining and preserving the Lessor’s qualification to do business in each jurisdiction in  which the failure to so qualify would have a Material Adverse Effect, or which  qualification shall be necessary to protect the validity and enforceability of the Loan  Agreement and any instrument or agreement included in the Collateral thereunder;  (c) Giving the Lessor and the Administrative Agent written notice of the commencement or  existence of any proceedings by or before any Governmental Authority against or  affecting the Lessor which is reasonably likely to have a Material Adverse Effect; and  (d) Doing and performing, from time to time, any and all acts to prepare for the execution by  the Lessor of any and all further instruments required or reasonably requested by the  Lessor to more fully effect the purposes of such Transaction Document.  6.2. Disposition of Scooters. Upon the occurrence and continuance of an Operating Lease Event of  Default, the Servicer shall dispose of any Scooters in accordance with the instructions of the  Administrative Agent.  To the extent the Servicer fails to so dispose of any such Scooters, the  Administrative Agent shall have the right to otherwise dispose of such Scooters.  6.3. Merger.  The Servicer shall not merge or consolidate with or into any other Person unless (i) the  Servicer is the surviving entity of such merger or consolidation or (ii) the surviving entity of such  merger or consolidation expressly assumes the Servicer’s obligations under this Agreement.  For  the avoidance of doubt, the SPAC Transaction shall not constitute a breach of this covenant.  7. CERTAIN REPRESENTATIONS AND WARRANTIES.  The Lessee and the Servicer each  represents and warrants to the Lessor, the Lenders and the Administrative Agent that as of the  Closing Date, as of each Scooter Lease Commencement Date, and as of the Amendment 2 Initial  Funding Date:  7.1. Organization; Power; Qualification.  It has been duly formed and is validly existing as a  corporation in good standing under the laws of its jurisdiction of organization, with corporate  power under the laws of such jurisdiction to execute and deliver this Agreement and the other  Transaction Documents to which it is a party and to perform its obligations hereunder and  thereunder, and is duly qualified and in good standing to do business as a foreign corporation in  each jurisdiction where the character of its properties or the nature of its business makes such  qualification necessary and where the failure to be so qualified and in good standing would  reasonably be expected to result in a Lease Material Adverse Effect.  7.2. Authorization; Enforceability.  Each of this Agreement and the other Transaction Documents to  which it is a party has been duly authorized, executed and delivered and, assuming due  authorization, execution and delivery by the other parties hereto or thereto, is a valid and legally  binding agreement of the Lessee or the Servicer, as applicable, enforceable against the Lessee or  the Servicer, as applicable, in accordance with its terms (except as such enforceability may be  limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other  similar laws affecting creditors’ rights generally or by general equitable principles, whether  





 






  13  US-DOCS\137537508.5  considered in a proceeding at law or in equity or by an implied covenant of good faith and fair  dealing).  7.3. Compliance.  The execution, delivery and performance by it of this Agreement and the  Transaction Documents to which it is a party will not conflict with or result in a breach of any of  the terms or provisions of, or constitute a default under, or result in the creation or imposition of  any lien, charge or encumbrance upon any of its property or assets pursuant to the terms of, any  indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other  similar agreement or instrument under which it is a debtor or guarantor (except to the extent that  such conflict, breach, creation or imposition is not reasonably likely to have a Lease Material  Adverse Effect) nor will such action result in a violation of any provision of applicable law or  regulation (except to the extent that such violation is not reasonably likely to result in a Lease  Material Adverse Effect) or of the provisions of its certificate of incorporation or the by-laws.  7.4. Governmental Approvals.  There is no consent, approval, authorization, order, registration or  qualification of or with any Governmental Authority having jurisdiction over it which is required  for the execution, delivery and performance of this Agreement or the Transaction Documents  (other than such consents, approvals, authorizations, orders, registrations or qualifications as have  been obtained or made), except to the extent that the failure to so obtain or effect any such  consent, approval, authorization, order, registration or qualification is not reasonably likely to  result in a Lease Material Adverse Effect.  7.5. Eligible Vehicles.  Each Scooter is or will be, as the case may be, on the applicable Scooter Lease  Commencement Date, an Eligible Scooter.  On the Amendment No. 2 Initial Funding Date, all  Scooters related to the Credit Extension on such date were Eligible Scooters.  7.6. Investment Company Act.  It is not an “investment company” or a company “controlled” by an  “investment company” within the meaning of the Investment Company Act of 1940, as amended  (the “Act”), and it is not subject to any other statute which would impair or restrict its ability to  perform its obligations under this Agreement or the other Transaction Documents, and neither the  entering into or performance by it of this Agreement violates any provision of such Act.  7.7. Supplemental Documents True and Correct.  All information contained in any written material  that has been submitted, or that may hereafter be submitted by it to the Lessor, the Administrative  Agent or any Lender is, or will be, true, correct and complete in all material respects.  7.8. ERISA.  Except as would not be reasonably likely to result in a Lease Material Adverse Effect,  (a) it is in compliance with all applicable provisions and requirements of all applicable laws, rules  and regulations with respect to each Employee Benefit Plan, and has performed all of its  obligations under each Employee Benefit Plan; (b) no liability to the PBGC (other than required  premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust  established under Title IV of ERISA has been or is expected to be incurred by the it or its ERISA  Affiliates; and (c) no ERISA Event has occurred or is reasonably expected to occur.  8. CERTAIN COVENANTS.  Until the expiration or termination of this Agreement, and thereafter  until the obligations of the Lessee under this Agreement and the Transaction Documents are  satisfied in full, the Lessee covenants and agrees:  8.1. Corporate Existence; Foreign Qualification.  It shall do and cause to be done at all times all things  necessary to (i) subject to Section 8.4, maintain and preserve its corporate, partnership, limited  liability or trust existence; (ii) be, and ensure that it is, duly qualified to do business and in good  





 






  14  US-DOCS\137537508.5  standing as a foreign entity in each jurisdiction where the character of its properties or the nature  of its business makes such qualification necessary and where the failure to so qualify would be  reasonably expected to result in a Lease Material Adverse Effect; and (iii) comply with all  Contractual Obligations and Requirements of Law binding upon it, except to the extent that the  failure to comply therewith would not, in the aggregate, be reasonably expected to result in a  Lease Material Adverse Effect.  8.2. Books, Records, Inspections and Access to Information. The Lessee shall:  (a) Maintain complete and accurate books and records in all material respects with respect to  the Scooters leased by it under this Agreement and the other Collateral;  (b) At any time and from time to time during regular business hours, upon reasonable prior  notice from the Lessor or the Administrative Agent, permit the Lessor or the  Administrative Agent (or such other person who may be designated from time to time by  the Lessor or the Administrative Agent) to examine and make copies of such books,  records and documents in the possession or under the control of the Lessee relating to the  Scooters leased by it under this Agreement and the other Collateral (other than any such  books, records and documents that are subject to legal privilege, contain trade secrets or  are otherwise of strategic importance to the business of the Lessee, in each case as  determined by the Lessee acting reasonably and in good faith); provided, that any such  examination pursuant to this clause (b) shall not occur more frequently than once per  month unless and until an Operating Lease Event of Default or Servicer Default has  occurred and is continuing;  (c) Permit any of the Lessor or the Administrative Agent (or such other person who may be  designated from time to time by any of the Lessor or the Administrative Agent) to visit  the office and properties of the Lessee during regular business hours and with reasonable  prior notice for the purpose of discussing matters relating to the Scooters leased by the  Lessee under this Agreement with any of the Lessee’s senior management having  knowledge of such matters, all at such reasonable times and as often as the Lessor or the  Administrative Agent may reasonably request (other than matters that are subject to legal  privilege or which require the disclosure of trade secrets, in each case as determined by  the Lessee acting reasonably and in good faith); provided, that any such examination or  discussion pursuant to this clause (c) shall not occur more frequently than once per month  unless and until an Operating Lease Event of Default or Servicer Default has occurred  and is continuing; and  (d) Upon the reasonable request of the Lessor or the Administrative Agent from time to time,  make reasonable efforts (but not disrupt the ongoing normal course rental of Scooters to  customers) to confirm to the Lessor and the Administrative Agent the location and status  (as recorded in the Lessee’s computer systems) of each Scooter leased by the Lessee  hereunder.   8.3. ERISA.  The Lessee shall comply with all applicable provisions and requirements of all  applicable laws, rules and regulations with respect to each Employee Benefit Plan, and perform  all its obligations under each Employee Benefit Plan, except to the extent that the failure to so  comply or perform would not, in the aggregate, be reasonably expected to result in a Lease  Material Adverse Effect.  





 






  15  US-DOCS\137537508.5  8.4. Merger.  The Lessee shall not merge or consolidate with or into any other Person unless (i) a  Lessee is the surviving entity of such merger or consolidation or (ii) the surviving entity of such  merger or consolidation expressly assumes the Lessee’s obligations under this Agreement. For  the avoidance of doubt, the SPAC Transaction shall not constitute a breach of this covenant.  8.5. Reporting.  The Lessee shall provide to the Lessor and the Administrative Agent:  8.5.1. Annual. Within (i) 180 days after the end of the Lessee’s 2020 fiscal year and (ii) 90 days  after the end of each of the Lessee’s fiscal years thereafter, consolidated financial  statements consisting of a balance sheet of Bird Global, Inc. and its consolidated  subsidiaries as at the end of such fiscal year and statements of income, stockholders’  equity and cash flows of Bird Global, Inc. and its consolidated subsidiaries for such fiscal  year, setting forth in comparative form the corresponding figures for the preceding fiscal  year (if applicable, with such comparative figures of Bird Global, Inc. to commence in  the first fiscal quarter of 2023 with such comparison to be made against figures for the  first fiscal quarter of 2022), certified by and containing an opinion, unqualified as to  scope (other than a qualification or exception resulting from or relating to (i) an actual or  anticipated breach of a financial covenant or (ii) an upcoming maturity date), of Ernst &  Young LLP or another firm of independent certified public accountants of nationally  recognized standing selected by the Lessee and acceptable to the Lessor and the  Administrative Agent.  8.5.2. Quarterly. Within forty-five (45) days after the end of each of the first three (3) quarters  of each of the Lessee’s fiscal years (commencing with the fiscal quarter ending on or  around March 31, 2021), financial statements consisting of consolidated balance sheets of  Bird Global, Inc. and its consolidated subsidiaries as at the end of such quarter and  statements of income, stockholders’ equity and cash flows of Bird Global, Inc. and its  consolidated subsidiaries for each such quarter, setting forth in comparative form the  corresponding figures for the corresponding periods of the preceding fiscal year (if  applicable, with such comparative figures of Bird Global, Inc. to commence in the first  fiscal quarter of 2023 with such comparison to be made against figures for the first fiscal  quarter of 2022), all in reasonable detail and certified (subject to normal year-end audit  adjustments) by a senior financial officer of Bird Global, Inc. as having been prepared in  accordance with GAAP.  8.5.3. Monthly Minimum Liquidity.  Within twenty five (25) calendar days after the end of  each Collection Period, a certificate of the Lessee certifying (which, for the avoidance of  doubt, shall not require any backup documentation evidencing such certification) whether  it is in compliance with the Minimum Liquidity covenant set forth in Section 8.6.  8.5.4. Monthly Minimum Tangible Net Worth.  Within twenty five (25) calendar days after the  end of each Collection Period, a certificate of the Lessee certifying whether it is in  compliance with the Minimum Tangible Net Worth covenant set forth in Section 8.7  hereof.  8.5.5. Notice of Material Events.  Promptly after becoming aware thereof, (a) notice of the  occurrence of any Potential Operating Lease Event of Default or Operating Lease Event  of Default, together with a written statement of an Authorized Officer of the Lessee  describing such event and the action that the Lessee proposes to take with respect thereto,  (b) notice of any Event of Default or Potential Event of Default and (c) notice of the  occurrence of any other event which would be reasonably expected to have a Lease  





 






  16  US-DOCS\137537508.5  Material Adverse Effect, specifying the nature thereof, and what action the Lessee has  taken, is taking or proposes to take with respect thereto.  The financial data that shall be delivered to the Lessor and the Administrative Agent  pursuant to Section 8.5.1 and Section 8.5.2 shall be prepared in conformity with GAAP in  all material respects.  Notwithstanding the foregoing, the obligations in Sections 8.5.1 and 8.5.2 may be  satisfied with respect to financial information of the Lessee and its consolidated  subsidiaries by furnishing (A) the information required pursuant to Sections 8.5.1 and  8.5.2 for Parent and its consolidated subsidiaries or Lessee and its consolidated  subsidiaries or (B) the Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC;  provided, that with respect to each of clauses (A) and (B), (i) to the extent such  information is provided for Parent and its consolidated subsidiaries, such information is  accompanied by a reconciliation that explains in reasonable detail the differences  between the information relating to Parent, on the one hand, and the information relating  to the Lessee and its Subsidiaries on a standalone basis, on the other hand, and (ii) to the  extent such information is provided for Parent and its consolidated subsidiaries in lieu of  information required to be provided under Section 8.5.1, such materials are accompanied  by a report and opinion of Ernst & Young LLP or any other independent registered public  accounting firm of nationally recognized standing, which report and opinion shall be  prepared in accordance with generally accepted auditing standards and shall be  unqualified as to scope other than as permitted by Section 8.5.1.  8.6. Minimum Liquidity.  At all times from and after the Closing Date, the Liquidity of the Lessee  shall not be less than Minimum Liquidity Covenant Level Amount.  8.7. Minimum Tangible Net Worth.  On the last Business Day of each calendar month, the Tangible  Net Worth of Lessee shall not be less than the Minimum Tangible Net Worth Covenant Level  Amount.  8.8. Dividends.  The Lessee will not authorize, declare or pay any Dividends, except that (i) the  Lessee may repurchase or retire (and may make Dividends to any direct or indirect parent of the  Lessee (including Parent) to enable such parent entity to repurchase or retire) the stock of current,  future, or former employees, directors, officers, or consultants (or any spouses, former spouses,  successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of  Lessee (or of any direct or indirect parent of Lessee (including Parent)) pursuant to any employee  or director equity plan, employee or director stock option plan or any other employee or director  benefit plan or compensation arrangement (including pursuant to any stockholder or subscription  agreement) with any employee, director, officer or consultant of Lessee (or the direct or indirect  parent of Lessee (including Parent)); provided, that the aggregate amount of all such repurchases  or retirements does not exceed $1,000,000 per fiscal year; (ii) the Lessee may authorize, declare,  or pay any Dividends so long as an Event of Default or Potential Event of Default under the Loan  Agreement does not exist at the time of such authorization, declaration, or payment and would  not exist after giving effect to such authorization, declaration, or payment; provided, that the  aggregate amount of all Dividends authorized, declared, or paid following the Closing Date does  not exceed $1,000,000; (iii) the Lessee may make (x) payments in lieu of fractional shares of  equity securities arising out of stock dividends, splits, combinations, or conversions and  (y) Dividends to any direct or indirect parent thereof (including Parent) in an amount sufficient to  enable such direct or indirect parent entity (including Parent) to make payments in lieu of  fractional shares of equity securities arising out of stock dividends, splits, combinations, or  





 






  17  US-DOCS\137537508.5  conversions; (iv) the Lessee may convert any of its convertible equity securities into other equity  securities pursuant to the terms of such convertible equity securities or otherwise in exchange  thereof; (v) the Lessee may authorize, declare, or pay any Dividends to the Permitted Holders  solely in the form of Voting Stock; (vi) the Lessee may authorize, declare, or pay any Dividends  to Parent to be used by Parent to make Permitted Subordinated Loan Payments (as defined in and  permitted under the Intercreditor Agreement), (vii) after a Qualifying IPO, the Lessee may  authorize, declare, or pay any Dividends to any direct or indirect parent entity of the Lessee  (including Parent), the proceeds of which will be used to pay (A) such parent entity’s allocable  share of the net taxable income of the Lessee for the relevant taxable period (appropriately  reduced by taxes paid by the Lessee to the extent that such taxes would otherwise be borne by  such parent entity), (B) franchise taxes and other fees, taxes, and expenses (including expenses  necessary to maintain its status as a public company after a Qualifying IPO) required to maintain  the corporate or legal existence of such parent entity and comply with laws applicable to a public  company (including fees and expenses for the preparation of financial statements for a public  company), and/or (C) customary salary, bonus, and other benefits payable to officers and  employees of such parent entity to the extent such salaries, bonuses, and other benefits are  attributable to the ownership or operation of the Lessee and its subsidiaries (to the extent such  payments have not been and are not expected to be made by the Lessee or its subsidiaries);  (viii) the Lessee may authorize, declare, or pay any Dividends (and may make Dividends to any  direct or indirect parent of Lessee in order to enable such parent entity to pay Dividends) in  respect of withholding or other similar taxes payable upon repurchase, retirement, or other  acquisition or retirement of equity interests of the Lessee (or any direct or indirect parent thereof  (including Parent)) or otherwise pursuant to any employee or director equity plan, employee or  director stock option or profits interest plan or any other employee or director benefit plan or any  similar agreement; and (ix) the Lessee may authorize, declare, or pay any Dividends (and may  make Dividends to any direct or indirect parent of Lessee (including Parent) to enable such parent  entity to make Dividends) in the form of repurchases of Equity Interests in Lessee (or a direct or  indirect parent thereof (including Parent)) deemed to occur upon the exercise of stock options,  warrants, and similar equity incentive awards if such Equity Interests represent a portion of the  exercise price of such options or warrants or similar rights.  8.9. Transactions with Affiliates.  The Lessee will not enter into any transaction or series of related  transactions with any of its Affiliates, other than on terms and conditions substantially as  favorable to the Lessee as would reasonably be obtained by the Lessee at that time in a  comparable arm’s-length transaction with a Person other than an Affiliate, except that the  following in any event shall be permitted:  (i) Dividends may be paid to the extent provided in Section 8.8;  (ii) customary fees, indemnities and reimbursements may be paid to non-officer  directors of the Lessee;   (iii) the Lessee may enter into, and may make payments under, employment  agreements, employee benefits plans, stock option plans, indemnification  provisions and other similar compensatory arrangements with officers,  employees and directors of the Lessee in the ordinary course of business;   (iv) the sale or issuance of the Lessee’s Equity Interests in a bona-fide equity  financing transaction, or merger or combination transaction of the Lessee or any  of its Subsidiaries (including the SPAC Transaction), in each case, to the extent  not constituting a Change of Control;   





 






  18  US-DOCS\137537508.5  (v) unsecured debt financings from the Lessee’s existing investors;  (vi) transactions by and among Lessee and any of its Subsidiaries;   (vii) transactions by and among (i) any direct or indirect parent of Lessee that is a  public company (including Parent) on the one hand and (ii) Lessee or any of its  Subsidiaries on the other hand; and  (viii) the Note Documents and any transactions contemplated by the Note Documents.  8.10. Line of Business.  The Lessee will not engage directly or indirectly in any business other than the  operation and management of micro-mobility vehicles and reasonable extensions thereof and  businesses ancillary or complementary thereto.  8.11. Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements, etc..  The  Lessee will not amend, modify or change its certificate or articles of incorporation (including,  without limitation, by the filing or modification of any certificate or articles of designation),  certificate of formation, limited liability company agreement or by-laws (or the equivalent  organizational documents), as applicable, or any agreement entered into by it with respect to its  capital stock or other Equity Interests, or enter into any new agreement with respect to its capital  stock or other Equity Interests, unless such amendment, modification, change or other action  contemplated by this Section 8.11 could not reasonably be expected to be materially adverse to  the interests of the Lenders or the Administrative Agent, provided that the Lessee will not change  its name or jurisdiction of organization unless the Lessee provides the Administrative Agent and  the Lenders at least thirty (30) days’ prior notice thereof.  8.12. Limitation on Certain Restrictions on Subsidiaries.  The Lessee will not, and will not permit any  of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become  effective any encumbrance or restriction on (a) the granting by the Credit Parties of any Liens  securing such Credit Parties’ obligations under the Transaction Documents, or (b) the ability of  the Lessee to make investments in or transfer property or assets to a Credit Party, except pursuant  to the Note Documents to the extent permitted under the Intercreditor Agreement.  9. DEFAULT AND REMEDIES THEREFOR.  9.1. Events of Default.  Any one or more of the following will constitute an event of default (a  “Operating Lease Event of Default”) as that term is used herein:  9.1.1. there occurs a default in the payment of any amount payable by the Lessee under this  Agreement that continues for a period of two (2) Business Days;  9.1.2. subject to Section 11.3(ii), any unauthorized assignment or transfer of this Agreement by  the Lessee or the Servicer occurs;  9.1.3. [reserved];  9.1.4. the failure of the Lessee or the Servicer to observe or perform any other covenant,  condition, agreement or provision hereof, including, but not limited to, usage, and  maintenance and such default continues for more than thirty (30) consecutive days after  the earlier of the date written notice thereof is delivered by the Lessor or the  





 






  19  US-DOCS\137537508.5  Administrative Agent to the Lessee or the date an Authorized Officer of the Lessee or the  Servicer obtains actual knowledge thereof;  9.1.5. subject to Section 10.2, if (i) any representation or warranty made or deemed made by the  Lessee or the Servicer herein or any information or report delivered by the Lessee or the  Servicer pursuant to this Agreement shall prove to have been incorrect or untrue in any  material respect when made or deemed made or delivered, which, to the extent capable of  cure, remains unremedied for thirty (30) consecutive days after the earlier of (x) the date  of the receipt of written notice thereof from the Lessor or the Administrative Agent to the  Lessee or the Servicer and (y) the date an Authorized Officer of the Lessee or the  Servicer learns of such circumstance or condition;  9.1.6. one or more judgments or decrees shall be entered against the Lessee or the Servicer  involving in the aggregate a liability (not paid or to the extent not covered by a reputable  and solvent insurance company) and such judgments and decrees either shall be final and  non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal  for any period of 30 consecutive days, and the aggregate amount of all such judgments  equals or exceeds $10,000,000;  9.1.7. an Event of Bankruptcy occurs with respect to the Lessee or the Servicer;   9.1.8. any material provision of this Agreement ceases to be in full force and effect (other than  in accordance with its terms or as otherwise expressly permitted in the Transaction  Documents) or a proceeding shall be commenced by the Lessee or the Servicer to  establish the invalidity or unenforceability of this Agreement; or   9.1.9. an Event of Default occurs under the Loan Agreement.   9.2. Effect of Operating Lease Event of Default.  If any Operating Lease Event of Default shall occur,  the Lessee’s right of possession with respect to any Scooters leased hereunder shall be subject to  the Lessor’s option to terminate such right as set forth in Sections 9.3 and 9.4.  9.3. Rights of Lessor Upon Operating Lease Event of Default.  9.3.1. 9.3.1. If an Operating Lease Event of Default shall occur and be continuing, then the  Lessor may proceed by appropriate court action or actions, either at law or in equity, to  enforce performance by the Lessee of the applicable covenants and terms of this  Agreement or to recover damages for the breach hereof calculated in accordance with  Section 9.5.  9.3.2. If any Operating Lease Event of Default shall occur and be continuing, then (i) the Lessor  shall have the right (a) to terminate the Lessee’s rights of possession hereunder of all or a  portion of the Scooters leased hereunder by the Lessee, (b) to take possession of all or a  portion of the Scooters leased by the Lessee hereunder, (c) to peaceably enter upon the  premises of the Lessee or other premises where Scooters may be located and take  possession of all or a portion of the Scooters and thenceforth hold, possess and enjoy the  same free from any right of the Lessee, or its successors or assigns, and to use such  Scooters for any purpose whatsoever and (d) to direct delivery by the Servicer of the  Certificates of Title (if any) for all or a portion of the Scooters and (ii) the Lessee, at the  request of the Administrative Agent, shall return or cause to be returned all Scooters to  the Lessor or the Administrative Agent, as the case may be.  





 






  20  US-DOCS\137537508.5  9.3.3. Without limiting any other rights of the Lessor hereunder, for the purpose of enabling the  Lessor to exercise rights and remedies under this Agreement, solely during and for the  continuation of an Event of Default, Lessee hereby grants to the Lessor, for the benefit of  the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of  royalty or other compensation to the Lessee) to use, license or sublicense (including,  without limitation, to the Administrative Agent) any Scooter IP now owned or hereafter  acquired by the Lessee, in each case to the extent reasonably necessary to permit the  Administrative Agent to take possession of and dispose of the Scooters, and wherever the  same may be located (whether or not any license agreement by and between the Lessee  and any other Person relating to the use of such Scooter IP may be terminated hereafter),  and including in such license reasonable access to all media in which any of the licensed  items may be recorded or stored and to all computer software and programs used for the  compilation or printout thereof, provided, however, that any such license granted by the  Lessor to a third party shall include reasonable and customary terms necessary to  preserve the existence, validity and value of the affected Scooter IP, including without  limitation, provisions requiring the continuing confidential handling of trade secrets,  requiring the use of appropriate notices and prohibiting the use of false notices, protecting  and maintaining the quality standards of the trademarks (it being understood and agreed  that, without limiting any other rights and remedies of the Lessor under this Agreement  or applicable law, nothing in the foregoing license grant shall be construed as granting  the Lessor rights in and to such Scooter IP above and beyond (x) the rights to such  Scooter IP that the Lessee has reserved for itself and (y) in the case of Scooter IP that is  licensed to Lessee by a third party, the extent to which the Lessee has the right to grant a  sublicense to such Scooter IP hereunder).  For the avoidance of doubt, the Lessee  acknowledges and agrees that the Lessor may sublicense the Scooter IP to the  Administrative Agent, in accordance with this Section 9.3.3, and accordingly, that the  Administrative Agent may further sublicense the Scooter IP during and for the  continuation of an Event of Default.  Notwithstanding anything to the contrary herein,  this Section 9.3.3 shall not grant any rights to use, license, or sublicense the source code  of the Bird applications on Android and iOS.  9.3.4. Each and every power and remedy hereby specifically given to the Lessor and its  assignees will be in addition to every other power and remedy hereby specifically given  or now or hereafter existing at law, in equity or in bankruptcy and each and every power  and remedy may be exercised from time to time and simultaneously and as often and in  such order as may be deemed expedient by the Lessor.  All such powers and remedies  will be cumulative, and the exercise of one will not be deemed a waiver of the right to  exercise any other or others.  No delay or omission of the Lessor in the exercise of any  such power or remedy and no renewal or extension of any payments due hereunder will  impair any such power or remedy or will be construed to be a waiver of any default or  any acquiescence therein.  Any extension of time for payment hereunder or other  indulgence duly granted to the Lessee will not otherwise alter or affect the Lessor’s rights  or the obligations hereunder of the Lessee.  The Lessor’s acceptance of any payment after  it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights  hereunder with respect to any subsequent payments or defaults therein.  9.3.5. Notwithstanding the exercise of any rights or remedies pursuant to this Section 9.3, the  Lessor will, nevertheless, have a right to recover from the Lessee any and all amounts as  may be then due.  





 






  21  US-DOCS\137537508.5  9.3.6. Measure of Damages.  If an Operating Lease Event of Default occurs and the Lessor or  the Administrative Agent exercises the remedies granted to the Lessor or the  Administrative Agent under this Section 9, the amount that the Lessor shall be permitted  to recover from the Lessee as payment shall be equal to:  (i) all Rent for each Scooter leased by the Lessee hereunder to the extent accrued  and unpaid as of the earlier of the date of the return to the Lessor of such Scooter,  the disposition by the Servicer of such Scooter in accordance with the terms of  this Agreement, or the taking possession of such Scooter by the Lessor (at the  direction of the Administrative Agent) or the Administrative Agent pursuant to  Section 9.3.2 and all other payments payable under this Agreement by the  Lessee, accrued and unpaid as of such date; plus  (ii) any reasonable and documented out-of-pocket damages and expenses, including  reasonable attorneys’ fees and expenses that the Lessor or the Administrative  Agent will have sustained by reason of such Operating Lease Event of Default,  together with reasonable sums for such attorneys’ fees and such expenses as will  be expended or incurred in the seizure, storage, rental or sale of the Scooters  leased by the Lessee hereunder or in the enforcement of any right or privilege  hereunder or in any consultation or action in such connection, in each case to the  extent reasonably attributable to the Lessee; plus  (iii) interest from time to time on amounts due from the Lessee and unpaid under this  Agreement at a rate equal to the effective interest rate that would be payable by  the Lessor on any overdue amounts owed by the Lessor with respect to the  Loans, computed from the date of such Operating Lease Event of Default or the  date payments were originally due to the Lessor by the Lessee under this  Agreement or from the date of each expenditure by the Lessor or the  Administrative Agent, as applicable, that is recoverable from the Lessee pursuant  to this Section 9, as applicable, to and including the date payments are made by  the Lessee.  9.4. Servicer Default.  Any of the following events will constitute a default of the Servicer (a  “Servicer Default”) as that term is used herein:  (i) the failure of the Servicer to comply with or perform any provision of this  Agreement or any other Transaction Document that has a Lease Material  Adverse Effect with respect to the Servicer, the Lessor or the Lessee, and such  default continues for more than thirty (30) consecutive days after the earlier of  the date written notice is delivered by the Lessor or the Administrative Agent to  the Servicer or the date an Authorized Officer of the Servicer obtains actual  knowledge thereof;  (ii) an Event of Bankruptcy occurs with respect to the Servicer;  (iii) the failure of the Servicer to make any payment when due from it hereunder or  under any of the other Transaction Documents when required and, in each case,  such failure continues for five (5) consecutive Business Days after the earlier of  (a) the date written notice is delivered by the Lessor or the Administrative Agent  to the Servicer or (b) the date an Authorized Officer of the Servicer obtains actual  knowledge thereof; or  





 






  22  US-DOCS\137537508.5  (iv) if (I) any representation or warranty made or deemed made by the Servicer in any  Transaction Document or any information, or report delivered by the Servicer  pursuant to any Transaction Document shall prove to have been incorrect or  untrue in any material respect when made or deemed made or delivered, (II) such  inaccuracy or falsehood has a Lease Material Adverse Effect with respect to the  Lessor, the Servicer or the Lessee and (III) the circumstance or condition in  respect of which such representation, warranty or writing was inaccurate,  incorrect, breached, false or misleading, as the case may be, shall not have been  eliminated or otherwise cured for at least thirty (30) consecutive days after the  earlier of (x) the date of the receipt of written notice thereof from the Lessor or  the Administrative Agent to the Servicer and (y) the date an Authorized Officer  of the Servicer obtains actual knowledge of such circumstance or condition.  In the event of a Servicer Default, the Administrative Agent shall have the right to  replace the Servicer as servicer.  10. INDEMNIFICATION.    10.1. Indemnification.  Each of the Servicer and the Lessee agrees to indemnify, defend and hold  harmless the Lessor and the Administrative Agent, individually and on behalf of the Secured  Parties, and each of their respective agents, for any and all liabilities, losses, damages and  expenses that may be incurred as a result of (i) any breach of any of its agreements or covenants  under this Agreement and the other Transaction Documents or (ii) any breach of any  representation or warranty of the Servicer or Lessee contained in this Agreement or the other  Transaction Documents; excluding, however, liabilities, losses, damages, and expenses to the  extent a final non-appealable judgment of a court of competent jurisdiction holds that such  liabilities, losses, damages, and expenses resulted solely from the fraud, gross negligence, or  willful misconduct of the party seeking indemnification hereunder. The obligations of the  Servicer and the Lessee in this Section 10.1 shall survive the termination of this Agreement.  10.2. Certain Payments in Respect of Scooters.  Notwithstanding Section 10.1, upon discovery by the  Lessor, the Servicer, the Lessee or the Administrative Agent that any representation set forth in  Section 7.5 was incorrect when made or deemed made, the party discovering such incorrectness  shall give prompt written notice to the other parties. Prior to the next Payment Date following its  discovery of such breach or notice to such effect to the Servicer and the Lessee, the Servicer and  the Lessee shall cure in all material respects the circumstances or condition giving rise to such  breach. If the Servicer and the Lessee are unable or unwilling to so cure any such breach, the  Servicer and the Lessee shall, as the sole remedy for such breach (i) purchase the related Scooter,  (ii) deposit (or cause to be deposited) into the Collection Account on the first Payment Date  following discovery or notice of such breach an amount equal to the Adjusted Cost of such  Scooter, and (iii) indemnify, defend and hold harmless the Lessor and the Administrative Agent  individually and on behalf of the Lenders from and against, any and all loss or liability with  respect to, or resulting from, any such Scooter (including the reasonable fees and expenses of  counsel).  A repurchase of a Scooter in accordance with the immediately preceding sentence shall  be deemed to be a cure of a breach of the related representation set forth in Section 7.5 with  respect to such Scooter for all purposes hereunder.  11. LIENS AND ASSIGNMENTS.  11.1. Rights of Lessor Assigned to Administrative Agent.  Each of the Lessee and the Servicer  acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to  





 






  23  US-DOCS\137537508.5  the Administrative Agent pursuant to the Loan Agreement.  Accordingly, each of the Lessee and  the Servicer agrees that:  (i) subject to the terms of the Transaction Documents, the Administrative Agent  shall have all the rights, powers, privileges and remedies of the Lessor hereunder,  and the Lessee’s and the Servicer’s obligations hereunder (including the payment  of Rent and all other amounts payable hereunder) shall not be subject to any  claim or defense that the Lessee or the Servicer may have against the Lessor  (other than the defense of payment actually made) and shall be absolute and  unconditional and shall not be subject to any abatement, setoff, counterclaim,  deduction or reduction for any reason whatsoever.  Specifically, each of the  Lessee and the Servicer agrees that, upon the occurrence of an Operating Lease  Event of Default or a Servicer Default, the Administrative Agent may exercise  (for and on behalf of the Lessor) any right or remedy against the Lessee or the  Servicer provided for herein and neither the Lessee nor the Servicer will  interpose as a defense that such claim should have been asserted by the Lessor;  (ii) upon the delivery by the Administrative Agent or the Administrative Agent of  any notice to the Lessee stating that an Operating Lease Event of Default or to  the Servicer stating that a Servicer Default has occurred, the Lessee or the  Servicer will, if so requested by the Administrative Agent, treat the  Administrative Agent for all purposes as the Lessor hereunder and in all respects  comply with all obligations under this Agreement that are asserted by the  Administrative Agent, as the Lessor hereunder, irrespective of whether the  Lessee or the Servicer has received any such notice from the Lessor; and   (iii) the Lessee acknowledges that pursuant to this Agreement it has agreed to make  all payments of Rent hereunder (and any other payments hereunder) directly to  the Administrative Agent for deposit in the Collection Account.  11.2. Right of the Lessor to Assign this Agreement.  The Lessor shall have the right to finance the  acquisition and ownership of Scooters by selling or assigning its right, title and interest in this  Agreement, including, without limitation, in moneys due from the Lessee and any third party  under this Agreement, to the Administrative Agent for the benefit of the Lenders; provided,  however, that any such sale or assignment shall be subject to the rights and interest of the Lessee  in the Scooters, including but not limited to the Lessees’ right of quiet and peaceful possession of  such Scooters as set forth in Section 5.5 hereof, and under this Agreement.  11.3. Limitations on the Right of the Lessee and the Servicer to Assign this Agreement.    (i) Neither the Lessee nor the Servicer shall assign this Agreement or any of its  rights hereunder to any other party; provided, however, that (i) the Lessee may  rent the Scooters leased by the Lessee hereunder in connection with its business  and (ii) the Lessee may delegate to one or more of its Affiliates or fleet managers  the performance of any of the Lessee’s obligations as Lessee hereunder (but the  Lessee shall remain fully liable for its obligations hereunder).  Any purported  assignment in violation of this Section 11.3 shall be void and of no force or  effect.  Nothing contained herein shall be deemed to restrict the right of the  Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise,  scooters that are not subject to the provisions of this Agreement.    





 






  24  US-DOCS\137537508.5  (ii) Notwithstanding anything herein to the contrary, the Lessee (and the Servicer, if  the Servicer is the same Person as the Lessee) may enter into a transaction  constituting a Qualifying IPO so long as, upon completion of such Qualifying  IPO, the Lessee (and the Servicer, if the Servicer is the same Person as the  Lessee) is the surviving entity or the entity that survives such Qualifying IPO  expressly assumes all obligations of the Lessee (and the Servicer, if the Servicer  is the same Person as the Lessee) hereunder. Following the completion of any  such Qualifying IPO, all references herein to the Lessee (and the Servicer, if the  Servicer is the same Person as the Lessee) shall be deemed to refer to the  surviving entity.  11.4. Liens.  The Lessor may grant security interests in the Scooters leased by the Lessee hereunder  without consent of the Lessee.  Except for Permitted Liens, the Lessee shall keep all Scooters free  of all Liens arising during the Term.  If on the Operating Lease Expiration Date for any Scooter,  there is a Lien on such Scooter, the Lessor may, in its discretion, remove such Lien and any sum  of money that may be paid by the Lessor in release or discharge thereof, including reasonable  attorneys’ fees and costs, will be paid by the Lessee upon demand by the Lessor.  12. NON-LIABILITY OF LESSOR.  AS BETWEEN THE LESSOR AND THE LESSEE,  ACCEPTANCE FOR LEASE OF EACH SCOOTER PURSUANT TO SECTION 2.1 SHALL  CONSTITUTE THE LESSEE’S ACKNOWLEDGMENT AND AGREEMENT THAT THE  LESSEE HAS FULLY INSPECTED SUCH SCOOTER, THAT SUCH SCOOTER IS IN GOOD  ORDER AND CONDITION AND IS OF THE MANUFACTURE, DESIGN,  SPECIFICATIONS AND CAPACITY SELECTED BY THE LESSEE, THAT THE LESSEE IS  SATISFIED THAT THE SAME IS SUITABLE FOR THIS USE.  THE LESSEE  ACKNOWLEDGES THAT THE LESSOR IS NOT A MANUFACTURER OR AGENT  THEREOF OR PRIMARILY ENGAGED IN THE SALE OR DISTRIBUTION OF SCOOTERS.  THE LESSEE ACKNOWLEDGES THAT THE LESSOR MAKES NO REPRESENTATION,  WARRANTY OR COVENANT, EXPRESS OR IMPLIED IN ANY SUCH CASE, AS TO THE  FITNESS, SAFENESS, DESIGN, MERCHANTABILITY, CONDITION, QUALITY,  DURABILITY, SUITABILITY, CAPACITY OR WORKMANSHIP OF THE SCOOTERS IN  ANY RESPECT OR IN CONNECTION WITH OR FOR ANY PURPOSES OR USES OF THE  LESSEE AND MAKES NO REPRESENTATION, WARRANTY OR COVENANT, EXPRESS  OR IMPLIED IN ANY SUCH CASE, THAT THE SCOOTERS WILL SATISFY THE  REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, AND AS  BETWEEN THE LESSOR AND THE LESSEE, THE LESSEE AGREES TO BEAR ALL  SUCH RISKS AT ITS SOLE COST AND EXPENSE.  THE LESSEE SPECIFICALLY  WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE LESSOR AND ANY SCOOTER  FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER, AND THE LESSEE  LEASES EACH SCOOTERS “AS IS.” UPON THE LESSOR’S ACQUISITION OF ANY  SCOOTER IDENTIFIED ON ANY LEASED SCOOTER SCHEDULE, LESSOR SHALL IN  NO WAY BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR  INCONVENIENCE RESULTING FROM ANY DEFECT IN OR LOSS, THEFT, DAMAGE  OR DESTRUCTION OF ANY SCOOTER OR OF THE CARGO OR CONTENTS THEREOF  OR THE TIME CONSUMED IN RECOVERY REPAIRING, ADJUSTING, SERVICING OR  REPLACING THE SAME AND THERE SHALL BE NO ABATEMENT OR  APPORTIONMENT OF RENTAL AT SUCH TIME.  THE LESSOR SHALL NOT BE LIABLE  FOR ANY FAILURE TO PERFORM ANY PROVISION HEREOF RESULTING FROM FIRE  OR OTHER CASUALTY, NATURAL DISASTER, RIOT OR OTHER CIVIL UNREST, WAR,  TERRORISM, STRIKE OR OTHER LABOR DIFFICULTY, GOVERNMENTAL  REGULATION OR RESTRICTION, OR ANY CAUSE BEYOND THE LESSOR’S DIRECT  





 






  25  US-DOCS\137537508.5  CONTROL.  IN NO EVENT SHALL THE LESSOR BE LIABLE FOR ANY  INCONVENIENCES, LOSS OF PROFITS OR ANY OTHER SPECIAL, INCIDENTAL, OR  CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED  (INCLUDING RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE, LOSS  OR FAILURE OF ANY SCOOTER).  13. [RESERVED].    14. SUBMISSION TO JURISDICTION.  The Lessor or the Administrative Agent may enforce any  claim arising out of this Agreement in any state or federal court having subject matter jurisdiction,  including, without limitation, any state or federal court located in the State of New York.  For the purpose  of any action or proceeding instituted with respect to any such claim, the Lessee and the Servicer each  hereby irrevocably submits to the jurisdiction of such courts.  The Lessee and the Servicer further  irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered  mail, postage prepaid, to the Lessee or the Servicer and agrees that such service, to the fullest extent  permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit,  action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal  delivery to it.  Nothing herein contained shall affect the right of the Administrative Agent and the Lessor  to serve process in any other manner permitted by law or preclude the Lessor or the Administrative Agent  from bringing an action or proceeding in respect hereof in any other country, state or place having  jurisdiction over such action.  The Lessee and the Servicer each hereby irrevocably waives, to the fullest  extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of  any such suit, action or proceeding brought in any such court located in the State of New York and any  claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient  forum.  15. GOVERNING LAW.  THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR  RELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK  WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF  THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND  REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH  SUCH LAW.  16. JURY TRIAL.  EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO  A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY  RIGHTS UNDER THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS  A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT  DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION  THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH  THIS AGREEMENT OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH  ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  17. NOTICES. All notices, requests and other communications to any party hereunder shall be in  writing (including facsimile transmission or similar writing) and shall be given to such party, addressed to  it, at its address or telephone number set forth on the signature pages below, or at such other address or  telephone number as such party may hereafter specify for the purpose by notice to the other party.  Copies  of notices, requests and other communications delivered to the Administrative Agent, the Lessee, the  Servicer or the Lessor pursuant to the foregoing sentence shall be sent to the following addresses:  Administrative Agent:  





 






  26  US-DOCS\137537508.5  MidCap Financial Trust  c/o MidCap Financial Services, LLC, as servicer   7255 Woodmont Avenue, Suite 300  Bethesda, Maryland 20814  Attn: Account Manager for Bird transaction   Facsimile: 301-941-1450  Email: notices@midcapfinancial.com  With a copy to:  MidCap Financial Trust  c/o MidCap Financial Services, LLC, as servicer   7255 Woodmont Avenue, Suite 300  Bethesda, Maryland 20814 Attn: General Counsel Facsimile: 301-941-1450  Email:  legalnotices@midcapfinancial.com  Lessor, Lessee, and/or Servicer:  c/o Bird Rides, Inc.  8605 Santa Monica Blvd., #20388  West Hollywood, CA  90069  Attn: Michael Washinushi, Chief Financial Officer  Email: mwashinushi@mac.com  cc: birdlegal@bird.co  with a copy to:  Latham & Watkins LLP  355 S. Grand Ave., #100  Los Angeles, CA 90071  Attn: Mark O. Morris  Email: mark.morris@lw.com  Each such notice, request or communication shall be effective when received at the address  specified below.  Copies of all notices must be sent by first class mail promptly after transmission  by email.  18. ENTIRE AGREEMENT.  This Agreement and the other agreements specifically referenced  herein constitute the entire agreement among the parties hereto and supersede any prior  understandings, agreements, or representations by or among the parties hereto, written or oral, to  the extent they related in any way to the subject matter hereof.  This Agreement, together with the  Leased Scooter Schedules and any other related documents attached to this Agreement  (including, for the avoidance of doubt, all related joinders, exhibits, annexes, schedules,  attachments and appendices), in each case solely to the extent to which such schedules and  documents relate to Scooters will constitute the entire agreement regarding the leasing of  Scooters by the Lessor to the Lessee.  19. MODIFICATION AND SEVERABILITY.  The terms of this Agreement will not be waived,  altered, modified, amended, supplemented or terminated in any manner whatsoever unless the  same shall be in writing and signed and delivered by the Lessor, the Servicer and the Lessee,  subject to any restrictions on such waivers, alterations, modifications, amendments, supplements  





 






  27  US-DOCS\137537508.5  or terminations set forth in the Loan Agreement.  If any part of this Agreement is not valid or  enforceable according to law, all other parts will remain enforceable.    20. SURVIVABILITY.  In the event that, during the term of this Agreement, the Lessee becomes  liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any  provision hereof, such liability will continue, notwithstanding the expiration or termination of this  Agreement, until all such amounts are paid or reimbursed by or on behalf of the Lessee.  21. HEADINGS.  Section headings used in this Agreement are for convenience of reference only  and shall not affect the construction of this Agreement.  22. EXECUTION IN COUNTERPARTS; ELECTRONIC EXECUTION.  This Agreement may  be executed manually or electronically in any number of counterparts (including by facsimile or  electronic transmission (including.pdf file,.jpeg file, Adobe Sign, or DocuSign), each of which so  executed shall be deemed to be an original, but all of such counterparts shall together constitute but one  and the same instrument.  Delivery of an executed counterpart signature page of this Agreement by  facsimile or any such electronic transmission shall be effective as delivery of a manually executed  counterpart of this Agreement and shall have the same legal validity and enforceability as a manually  executed signature to the fullest extent permitted by applicable law.  Any electronically signed document  delivered via email from a person purporting to be an authorized officer shall be considered signed or  executed by such authorized officer on behalf of the applicable person and will be binding on all parties  hereto to the same extent as if it were manually executed.  23. THIRD-PARTY BENEFICIARIES.  The parties hereto acknowledge that the Administrative  Agent (for the benefit of itself and the Secured Parties and their assigns) shall be a third-party beneficiary  hereunder.  24. INTERCREDITOR AGREEMENT.  Notwithstanding anything herein to the contrary, this  Agreement and the exercise of any right or remedy by the Lessor and/or the Administrative Agent  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 Agreement, the provisions  of the Intercreditor Agreement shall govern and control.  [REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK]  





 






  [Signature Page to Master Scooter Operating Lease]  US-DOCS\137537508.5  IN WITNESS WHEREOF, the parties have executed this Agreement or caused it to be executed  by their respective officers thereunto duly authorized as of the day and year first above written.  LESSOR:  BIRD US OPCO, LLC  By:    Name: Shane Torchiana  Title:  Chief Executive Officer  LESSEE AND SERVICER:  BIRD RIDES, INC.  By:    Name: Shane Torchiana  Title: Chief Executive Officer  





 






  Schedule I - 1  US-DOCS\137537508.5  SCHEDULE I  Definitions  “Act” has the meaning specified in Section 7.6.  “Adjusted Cost” means, with respect to a Scooter, an amount equal to the product of (i) the  Advance Rate for such Scooter and (ii) the Cost of such Scooter.  “Affected Scooter” has the meaning specified in Section 4.5.  “Affiliate” means, with respect to any specified Person, another Person that directly or indirectly  through one or more intermediaries, controls or is controlled by or is under common control with the  Person specified.  For purposes of this definition, “control” means the power to direct the management  and policies of a Person, directly or indirectly, whether through ownership of voting securities, by  contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.  “Authorized Officer” means, as to the Lessee or any of its Affiliates, any of (i) the President,  (ii) Chief Executive Officer, (iii) the Chief Financial Officer, (iv) General Counsel, (v) the Treasurer,  (vi) any Assistant Treasurer, or (vii) any Vice President in the tax, legal, or treasury department, in each  case of the Lessee or such Affiliate, as applicable.  “Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as amended from time to time,  as codified as 11 U.S.C. Section 101 et seq.  “Basic Scooter Information” means the following terms specified by the Lessee in a Leased  Scooter Schedule: a list of the scooters the Lessee desires to be made available by the Lessor to the  Lessee for lease as “Scooters” and, with respect to each such scooter, the make, model, and requested  lease commencement date of each such scooter.  “Cash Equivalents” shall mean, as to any Person, (i) securities issued or directly and fully  guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full  faith and credit of the United States is pledged in support thereof) having maturities of not more than six  months from the date of acquisition, (ii) marketable direct obligations issued by any state of the United  States or any political subdivision of any such state or any public instrumentality thereof maturing within  six months from the date of acquisition thereof and, at the time of acquisition, having one of the two  highest ratings obtainable from either Standard & Poor’s Ratings Services, a division of McGraw-Hill,  Inc. (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (iii) Dollar denominated time deposits,  certificates of deposit and bankers acceptances of any Lender or any commercial bank having, or which is  the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of  at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with  maturities of not more than six months from the date of acquisition by such Person, (iv) repurchase  obligations with a term of not more than seven days for underlying securities of the types described in  clause (i) above entered into with any bank meeting the qualifications specified in clause (iii) above, (v)  commercial paper issued by any Person incorporated in the United States rated at least A-1 or the  equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and in each case maturing  not more than six months after the date of acquisition by such Person and (vi) investments in money  market funds substantially all of whose assets are comprised of securities of the types described in clauses  (i) through (v) above.  





 






  Schedule I - 2  US-DOCS\137537508.5  “Certificate of Title” means, with respect to any Scooter, the certificate of title or similar  evidence of ownership applicable to such Scooter duly issued in accordance with the certificate of title act  or other applicable statute of the jurisdiction applicable to such Scooter as determined by the Servicer or  the Collateral Servicer, as applicable.  “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified  from time to time and any successor statute of similar import, in each case as in effect from time to time.   References to sections of the Code also refer to any successor or replacement sections.  “Collateral” has the meaning specified in Section 2(b).   “Contractual Obligation” means, with respect to any Person, any provision of any security issued  by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or  other instrument to which that Person is a party or by which it or any material portion of its properties is  bound or to which it or any material portion of its properties is subject.  “Controlled Group” means, with respect to any Person, such Person, whether or not incorporated,  and any corporation, trade or business that is, along with such Person, a member of a controlled group of  corporations or a controlled group of trades or businesses as described in Sections 414(b) and (c),  respectively, of the Code.  “Copyright Licenses” shall mean any and all license agreements and covenants not to sue with  respect to any Copyright (whether such Lessor is licensee or licensor thereunder).   “Copyrights” shall mean all United States copyrights and all Mask Works (as defined under 17  U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered and, with respect to any and all  of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof,  (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation  thereof, and (iv) all proceeds of the foregoing, including, without limitation, license fees, royalties,  income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect  thereto.  “Customer Deposits” means, as of any date of determination, the aggregate amount of customer  deposits that would be recognized as such on the consolidated balance sheet of the Lessee; provided, that  if such Customer Deposits constitute Restricted cash, the amount of Customer Deposits for such date of  determination shall be reduced dollar-for-dollar by the amount of such Restricted cash.  “Dividend” shall mean, with respect to any Person, that such Person has declared or paid a  dividend, distribution or returned any equity capital to its stockholders, partners or members or authorized  or made any other distribution, payment or delivery of property (other than common Equity Interests of  such Person) or cash to its stockholders, partners or members in their capacity as such, or redeemed,  retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class  of its capital stock or any other Equity Interests outstanding on or after the Closing Date (or any options  or warrants issued by such Person with respect to its capital stock or other Equity Interests), or set aside  any funds for any of the foregoing purposes.    “Earnout Consideration” means the aggregate Per Share Earnout Consideration (as defined in the  Business Combination Agreement) payable pursuant to the terms of the Business Combination  Agreement.  





 






  Schedule I - 3  US-DOCS\137537508.5  “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of  ERISA (whether or not subject to ERISA) which is sponsored, maintained or contributed to by, or  required to be contributed by, the Lessee.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any  successor statute of similar import, in each case as in effect from time to time.  References to sections of  ERISA also refer to any successor sections.  “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA  and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the  provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the  minimum funding standard of Sections 412 and 430 of the Internal Revenue Code and Sections 302 and  303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c)  of the Internal Revenue Code and Section 302(c) of ERISA) or the failure to make by its due date a  required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan  or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the  administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to  terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal  by the Lessee or its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or  the termination of any such Pension Plan resulting in liability to the Lessee or its ERISA Affiliates  pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate  any Pension Plan, or the occurrence of any event or condition which constitutes grounds under Section  4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan;  (vi) the imposition of liability on the Lessee or its ERISA Affiliates pursuant to Section 4062(e) or 4069  of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Lessee  or its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and  4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by  the Lessee or its ERISA Affiliates of notice from any Multiemployer Plan that it is insolvent pursuant to  Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of  ERISA; (viii) receipt from the Internal Revenue Service of written notice of the failure of any Pension  Plan to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part  of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue  Code; or (ix) the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code or Section  303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code.  “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:  (a) a case or other proceeding shall be commenced, without the application or consent of  such Person, in any court, seeking the liquidation, reorganization, debt arrangement,  dissolution, winding up, or composition or readjustment of debts of such Person, the  appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like  for such Person or all or any substantial part of its assets, or any similar action with  respect to such Person under any law relating to bankruptcy, insolvency, reorganization,  winding up or composition or adjustment of debts, and such case or proceeding shall  continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive  days; or an order for relief in respect of such Person shall be entered in an involuntary  case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or   (b) such Person shall commence a voluntary case or other proceeding under any applicable  bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar  law now or hereafter in effect, or shall consent to the appointment of or taking possession  





 






  Schedule I - 4  US-DOCS\137537508.5  by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar  official) for such Person or for any substantial part of its property, or shall make any  general assignment for the benefit of creditors; or   (c) the board of directors of such Person (if such Person is a corporation or similar entity)  shall vote to implement any of the actions set forth in clause (b) above.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Fleet Management Contracts” means those certain fleet management contracts in existence as of  the Closing Date and otherwise entered into from time to time by Bird Rides, Inc. pursuant to which the  Fleet Managers party thereto agree to maintain the Scooters in good working order, amongst other things.   “Fleet Manager” means those individuals or entities party to a Fleet Management Contract.  “Intellectual Property” shall mean, all intellectual property arising under the laws of the United  States, including without limitation, Copyrights, Copyright Licenses, Patents, Patent Licenses,  Trademarks, Trademark Licenses, trade secrets and the right to sue or otherwise recover for any past,  present and future infringement, dilution, misappropriation, or other violation thereof, including the right  to receive all proceeds therefrom, including without limitation license fees, royalties, income, payments,  claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.  “Lease Material Adverse Effect” means, with respect to any party hereto and any occurrence,  event or condition applicable to such party:  (a) a material adverse effect on the ability of such party to perform its obligations under this  Agreement, the Loan Agreement or any other Transaction Document;  (b) a material adverse effect on the Lessor’s ownership interest in the Scooters or on the  ability of the Lessor to grant a Lien on any after-acquired property that would constitute  Collateral;  (c) a material adverse effect on the validity or enforceability of this Agreement; or   (d) a material adverse effect on the validity, perfection or priority of the lien of the  Administrative Agent in the Collateral.  “Leased Scooter Schedule” has the meaning specified in Section 2.1(c).  “Lessee” has the meaning set forth in the introductory paragraph to this Agreement.  “Lessee Account” has the meaning specified in Section 5.2.2.  “Lessor” has the meaning set forth in the introductory paragraph to this Agreement.  “Lien” means, when used with respect to any Person, any interest in any real or personal  property, asset or other right held, owned or being purchased or acquired by such Person that secures  payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance,  charge, retained security title of a conditional vendor or lessor, or other security interest of any kind,  whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment,  pledge, retention or security title, financing or similar statement, or notice or arising as a matter of law,  





 






  Schedule I - 5  US-DOCS\137537508.5  judicial process or otherwise; provided, that the foregoing shall not include, as of any date of  determination, any interest in or right with respect to any Scooter that is being rented (as of such date) to  any Rider, which interest or right secures payment or performance of any obligation of such Rider.  “Liquidity” shall mean, in respect of any day, the amount of Unrestricted cash and Unrestricted  Cash Equivalents of the Lessee and all of its direct and indirect Subsidiaries on a consolidated basis (for  the avoidance of doubt, including but not limited to Unrestricted cash and Unrestricted Cash Equivalents  located outside of the U.S.) on such day.  “Minimum Liquidity Covenant Level Amount” shall mean (i) prior to the Amendment No. 2  Initial Funding Date, $20,000,000 and (ii) from and after the Amendment No. 2 Initial Funding Date, the  lesser of (A) 50% of the outstanding principal amount of the Loans and (B) $500,000.  “Minimum Tangible Net Worth Covenant Level Amount” shall mean (i) prior to the Amendment  No. 6 Effective Date, an amount equal to 75% of the outstanding principal amount of the Loans at such  time and (ii) from and after the Amendment No. 6 Effective Date, an amount equal to 50% of the  outstanding principal amount of the Loans at such time.  “Monthly Base Rent” has the meaning specified in Section 4.2.  “Monthly Disposition Report” has the meaning specified in Section 4.5.  “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” which  is sponsored, maintained or contributed to by, or required to be contributed by, the Lessee or its ERISA  Affiliates that is defined in Section 3(37) of ERISA.  “Operating Lease Commencement Date” has the meaning specified in Section 3.2.  “Operating Lease Expiration Date” has the meaning specified in Section 3.2.  “Operating Lease Event of Default” has the meaning specified in Section 9.1.  “Other Lessee Account” means any account owned by the Lessee and identified as such to the  Administrative Agent pursuant to a written notice and that is, unless otherwise consented to in writing by  the Administrative Agent, free and clear of any Adverse Claim other than pursuant to clause (iii) of the  definition of Permitted Liens.  “Parent” means Bird Global, Inc. or any other successor entity permitted hereunder.   “Patent Licenses” shall mean all license agreements or covenants not to sue with respect to any  Patent (whether such Lessor is licensee or licensor thereunder).   “Patents” shall mean all United States patents and certificates of invention, or industrial property  designs, and applications for any of the foregoing, including, without limitation: (i) each patent and patent  application, (ii) all reissues, divisions, continuations, continuations-in-part and extensions thereof, (iii) all   patentable inventions described and claimed therein, (iv) the right to sue or otherwise recover for any  past, present and future infringement or other violation thereof, and (v) all proceeds of the foregoing,  including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of  suit now or hereafter due and/ or payable with respect thereto.  





 






  Schedule I - 6  US-DOCS\137537508.5  “Payment Information” means, with respect to any payment in respect of a scooter or the use of a  scooter received by the Lessee or the Lessor (i) the amount of each receipt, (ii) the Scooter to which such  receipt relates, (iii) the nature of such payment by or on behalf of the related user or other amount, (iv) the  date of receipt of such payment or other amount and (v) whether such payment or other amount relates to  a Scooter leased by the Lessee or any other scooter.  “Paypal Account” means that certain account in the name of the Lessee and held with the online  payment processing platform known as “Paypal”, as disclosed to the Lessor prior to the date hereof.  “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of  Title IV of ERISA (or any successor thereto).  “Pension Plan” means any Employee Benefit Plan which is sponsored, maintained or contributed  to by, or required to be contributed by, the Lessee or its ERISA Affiliates, other than a Multiemployer  Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.  “Permitted Lien” means (i) Liens for current taxes not delinquent or for taxes being contested in  good faith and by appropriate proceedings, and with respect to which adequate reserves have been  established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s,  landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing obligations  that are not more than thirty days past due or are being contested in good faith and by appropriate  proceedings and with respect to which adequate reserves have been established, and are being maintained,  in accordance with GAAP, (iii) Liens in favor of banking institutions arising as a matter of law or under  general terms and conditions encumbering deposits (including the right of set off) and which are within  the general parameters customary in the banking industry, (iv) Liens in favor of the Administrative Agent  pursuant to the Loan Agreement, and (v) Liens in favor of the Note Collateral Agent pursuant to the Note  Purchase Agreement and the other Note Documents.  “Person” means any natural person, corporation, business trust, joint venture, association,  company, partnership, limited liability company, joint stock company, corporation, trust, unincorporated  organization or Governmental Authority.  “Plan” means any “employee pension benefit plan”, as such term is defined in ERISA, that is  subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in Section 4001 of ERISA)  and to which any company in the Controlled Group has liability, including any liability by reason of  having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the  preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of  ERISA.  “Potential Operating Lease Event of Default” means any occurrence or event that, with the giving  of notice, the passage of time or both, would constitute an Operating Lease Event of Default.  “Potential Servicer Default” means any occurrence or event that, with the giving of notice, the  passage of time or both, would constitute an Servicer Default.  “Proceeds” has the meaning specified in Section 9-102(a)(64) of the applicable UCC.  “Pro Rata Share” means, as of any date with respect to a Scooter, the percentage equivalent of a  fraction, the numerator of which is the Cost of such Scooter and the denominator of which is the Cost of  all Scooters (including such Scooter) owned by the Lessor on such date.  





 






  Schedule I - 7  US-DOCS\137537508.5  “Quarterly Rider Incentive / Contra Pay True-Up Amount” has the meaning specified in  Section 4.4.  “Rent” means Monthly Base Rent.  “Requirement of Law” means, with respect to any Person or any of its property, the certificate of  incorporation or articles of association and by-laws, limited liability company agreement, partnership  agreement or other organizational or governing documents of such Person or any of its property, and any  law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case  applicable to or binding upon such Person or any of its property or to which such Person or any of its  property is subject, whether federal, state or local.  “Restricted” shall mean, when referring to cash or Cash Equivalents of the Lessee, that such cash  or Cash Equivalents (i) appear (or would be required to appear) as “restricted” as required by GAAP on a  consolidated balance sheet of the Lessee, (ii) are subject to any Lien (other than pursuant to clause (iii) of  the definition of Permitted Lien) in favor of any Person other than the Administrative Agent for the  benefit of the Secured Parties or (iii) are not otherwise generally available for use by the Lessee.  “Rider” means any individual that rents and rides a Scooter using the Bird app.   “Rider Contracts” means the Bird Rental Agreement, Waiver of Liability, and Release that is  available at https://www.bird.co/agreement, which may be updated from time to time.   “Scooter IP” means any of the Intellectual Property used in the operation of the business of the  Lessee, but excluding any proprietary source code used therein.  “Scooters” means, as of any date of determination, each scooter leased to the Lessee hereunder.  “SEC” means the Securities and Exchange Commission.  “Servicer” has the meaning specified in the introductory paragraph to this Agreement.  “Servicer Default” has the meaning specified in Section 9.5.  “Scooter Lease Commencement Date” has the meaning specified in Section 3.1(a).  “Scooter Lease Term” has the meaning specified in Section 3.1(b).  “Stripe Account” means that certain account in the name of the Lessee and held with the online  payment processing platform known as “Stripe”, as disclosed to the Lessor prior to the date hereof.  “Tangible Net Worth” means, with respect to any date of determination, (x) an amount equal to  total assets of the Lessee minus intangible assets and total liabilities of the Lessee, in each case as shown  on a consolidated balance sheet of the Lessee as of such date of determination, plus (y) any liabilities  consisting of the Earnout Consideration, SPAC Warrants (as defined in the Business Combination  Agreement), and Private Placement Warrants (as defined in the Business Combination Agreement), in  each case (1) to the extent subtracted from Tangible Net Worth pursuant to clause (x) above, and (2) so  long as such liability is a non-monetary liability, plus (z) an amount equal to 50% of Customer Deposits  as of such date of determination.  “Tariff Rebate Amount” has the meaning specified in Section 4.6.  





 






  Schedule I - 8  US-DOCS\137537508.5  “Term” has the meaning specified in Section 3.2.  “Trademark Licenses” shall mean any and all license agreements or covenants not to sue with  respect to any Trademark or permitting co-existence with respect to a Trademark (whether such Lessor is  licensee or licensor thereunder).   “Trademarks” shall mean all United States trademarks, trade names, trade dress, Internet domain  names, service marks, certification marks, logos, and other source identifiers, whether or not registered,  and with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all  extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the  use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past,  present and future infringement, dilution or other violation of any of the foregoing, and (v) all proceeds of  the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages,  and proceeds of suit now or hereafter due and/or payable with respect thereto.  “UCC” means the Uniform Commercial Code as in effect from time to time in the specified  jurisdiction or any applicable jurisdiction, as the case may be.  “Unrestricted” shall mean, when referring to cash or Cash Equivalents of the Lessee, that such  cash or Cash Equivalents are not Restricted.      





 






    US-DOCS\137537508.5