a106-birdcanadaxcanadian






Execution Version    CAN_DMS: \149670305\3    PLEDGE AGREEMENT    dated as of    December 30, 2022,    among    BIRD GLOBAL, INC.  as Grantor  and  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,   as Collateral Agent      The indebtedness evidenced by this instrument or agreement is subject to the Subordination and  Intercreditor Agreement, dated as of December 30, 2022, by and among, inter alia, Midcap Financial  Trust and U.S. Bank Trust Company, National Association and acknowledged by Bird Global, Inc.,  1393631 B.C. Unlimited Liability Company, Bird Canada Inc., Bird Rides Inc., Bird US Opco, LLC,  Bird US Holdco, LLC and Bird Rides International Holding, Inc.      





 






     CAN_DMS: \149670305\3  PLEDGE AGREEMENT dated as of December 30, 2022 (as amended, restated, supplemented or  otherwise modified from time to time, this “Agreement”) among Bird Global, Inc., a Delaware corporation  (the “Grantor”) and U.S. Bank Trust Company, National Association, as collateral agent for the Purchasers  (the “Collateral Agent”) on behalf of the several purchasers from time to time party to the Note Purchase  Agreement (as defined below) (the “Purchasers” and together with the Collateral Agent, the “Secured  Parties”).   Reference is made to the note purchase agreement dated as of December 30, 2022 (as amended,  restated, supplemented and otherwise modified from time to time, the “Note Purchase Agreement”) among  the Grantor, the Purchasers and the Collateral Agent, pursuant to which Grantor has issued to Purchasers  secured convertible notes (“Notes”).  WHEREAS, the Purchasers have agreed to purchase Notes subject to the terms and conditions set  forth in the Note Purchase Agreement;   WHEREAS, the Grantor is executing and delivering this Agreement as further security for its  obligations under the Note Purchase Agreement, the Notes and other other Note Documents (as defined in  the Note Purchase Agreement).NOW, THEREFORE, the parties hereto agree as follows:  ARTICLE I    Definitions  SECTION 1.01. Defined Terms.  (a) Each capitalized term used but not defined herein  shall have the meaning assigned thereto in the Note Purchase Agreement; provided that each term defined  in the PPSA or the STA (each as defined herein), as applicable, have the same meanings when used herein  (whether or not capitalized) and not defined in this Agreement or the Note Purchase Agreement shall have  the meaning specified in the PPSA, including the following: “Account”; “Certificated Security”; “Chattel  Paper”; “Consumer Goods” “Documents of Title”; “Equipment”; “Financial Asset”; “Fixtures”; “Futures  Account”, “Goods”; “Instrument”; “Intangible”; “Inventory”; “Investment Property”; “Issuer”; “Proceeds”;  “Securities”; “Securities Account”; “Securities Entitlements”; “Securities Intermediary” and “Chattel  Paper”.  (b) The rules of construction specified in Section 1 of the Note Purchase Agreement  also apply to this Agreement, mutatis mutandis.  SECTION 1.02. Other Defined Terms.  As used in this Agreement, the following terms  have the meanings specified below:  “Account Debtor” means any Person that is or may become obligated to the Grantor under,  with respect to or on account of an Account, Chattel Paper or Intangible.  “Agreement” has the meaning assigned to such term in the preamble to this Agreement.  “Business Day” means a day other than a Saturday, Sunday, or other day on which banking  institutions are authorized or required by law or regulation to close in the Province of Ontario.  “Collateral” means the Pledged Collateral and any other collateral charged or in which a  security interest is granted pursuant to the terms of this Agreement from time to time.   





 






  -2- CAN_DMS: \149670305\3  “Collateral Agent” has the meaning assigned to such term in the preamble to this  Agreement.  “Company” means 1393631 B.C. Unlimited Liability Company, a British Columbia  unlimited liability company.  “Excluded Assets” means:  (a) any real property or real property interests (including, without limitation, leasehold  interests),  (b) any governmental licenses or state or provincial or local franchises, charters and  authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are  prohibited or restricted thereby (other than to the extent that any such term would be rendered ineffective  pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC or the PPSA (or any successor provision or  provisions) of any relevant jurisdiction or any other applicable law or principles of equity, in each case,  unless preempted) so long as such restrictions or prohibitions are in effect,  (c) any lease, license or agreement or any property subject to such agreement to the  extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement  or create a right of termination in favour of any other party thereto or otherwise require consent thereunder  (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9- 407, 9-408, or 9-409 of the UCC or the PPSA (or any successor provision or provisions) of any relevant  jurisdiction or any other applicable law or principles of equity, in each case, unless preempted) so long as  such restrictions or prohibitions are in effect and such lease, license or agreement was not entered into in  contemplation of circumventing any obligation to secure the Secured Obligations,   (d) any assets or property to the extent granting, creating or perfecting a pledge, secu- rity interest or Lien on such asset or property is prohibited or restricted by applicable law, order or regulation  (including, without limitation, any requirement to obtain the consent or approval of any governmental au- thority or third Person); provided that the foregoing exclusions in this clause (d) shall in no way be con- strued to apply to the extent that the prohibition is unenforceable under Sections 9-406, 9-407, 9-408 or 9- 409 of the UCC or the PPSA (or any successor provision or provisions) of any relevant jurisdiction or any  other applicable law or principles of equity, in each case, unless preempted; provided, further, that the assets  or property described in the foregoing clauses (a), (b), and (c) shall constitute “Excluded Assets” only to  the extent and for so long as such applicable licenses, franchises, charters, authorizations, laws, orders or  regulations validly prohibit the creation of a Lien on such asset or property in favour of Collateral Agent,  or the grant of a security interest in such lease, license or agreement or such property subject to such agree- ment would violate or invalidate such lease, license or agreement or create a right of termination in favour  of any other party thereto or otherwise require consent thereunder, as applicable, and, upon the termination  of such prohibition (by any manner), such property shall cease to constitute “Excluded Assets” under clause  (a), (b), or (c) hereof, as applicable,  (e) any asset or property with respect to which the Collateral Agent (at the direction  of the Required Purchasers) and the Grantor mutually determine that the costs of obtaining a security inter- est or Lien therein is excessive in relation to the practical benefit to the Purchasers of the security afforded  thereby,  (f) any assets or property to the extent a security interest or Lien in such assets or  property could reasonably be expected to result in materially adverse tax consequences, as reasonably de- termined by the Grantor and the Collateral Agent (at the direction of the Required Purchasers),   





 






  -3- CAN_DMS: \149670305\3  (g) any assets or property not located in the United States or Canada that require action  under the law of any jurisdiction not located in the United States or Canada to create or perfect a security  interest or Lien in such asset or property (it being understood that there shall be no security agreements or  pledge agreements governed under the laws of any non-Canada jurisdiction),   (h) motor vehicles, airplanes, and other assets subject to certificates of title (excluding,  for the avoidance of doubt, any electronic scooter vehicles or scooters),    (i) any particular asset or right under contract, if the pledge thereof or the security  interest therein is prohibited or restricted by a third party (so long as any agreement with such third party  that provides for such prohibition or restriction was not entered into in contemplation of the acquisition of  such assets or for the purpose of creating such prohibition or restriction); provided, that the foregoing ex- clusions in this clause (j) shall in no way be construed to apply to the extent that the prohibition is unen- forceable under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC or the PPSA (or any successor provision  or provisions) of any relevant jurisdiction or any other applicable law or principles of equity (in each case,  unless preempted);   (k) consumer goods; and  (l) the last day of the term of any lease or sublease or any agreement for a lease or  sublease, now held or hereafter acquired by the Grantor in respect of real property, but the Grantor shall  stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent (at the  direction of the Required Purchasers) may direct.  “Grantor” has the meaning assigned to such term in the preamble to this Agreement.  “Note Purchase Agreement” has the meaning assigned to such term in the preamble to this  Agreement.  “Notes” has the meaning assigned to such term in the preamble to this Agreement.  “Pledged Collateral” has the meaning assigned to such term in Section 2.01.  “Pledged Debt Securities” has the meaning assigned to such term in Section 2.01.  “Pledged Equity Interests” has the meaning assigned to such term in Section 2.01.  “Pledged Securities” means any promissory notes, stock certificates, unit certificates,  limited liability membership certificates or other securities (to the extent certificated) now or hereafter  included in the Pledged Collateral.  “PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder  provided, however, if attachment, perfection or priority of any Grantor’s security interests in any Collateral  is governed by the personal property security laws of any jurisdiction in Canada other than the laws of the  Province of Ontario, “PPSA” means those personal property security laws in such other jurisdiction in  Canada for the purposes of the provisions hereof relating to such attachment, perfection or priority and for  the definitions related to such provisions.  “Purchasers” has the meaning assigned to such term in the preamble to this Agreement.  





 






  -4- CAN_DMS: \149670305\3  “Security Interest” means the security interest granted in the Collateral pursuant to the  terms of this Agreement .  “Secured Obligations” has the meaning assigned to such term in Section 2.01.   “Secured Parties” has the meaning assigned to such term in the preamble to this Agreement.  “STA” means the Securities Transfer Act (Ontario), as amended from time to time and all  regulations thereunder, which act, including amendments thereto and any act substituted therefor and  amendments thereto is herein referred to as the “STA”, provided, however, if the transfer of the Grantor’s  securities is governed by securities transfer laws of any jurisdiction in Canada other than the laws of the  Province of Ontario, “STA” means those securities transfer laws in such other jurisdiction in Canada for  the purposes of the provisions hereof relating to such transfer of securities and for the definitions related to  such provisions.  “Termination Date” means the date on which the Notes and all other Obligations have been  repaid and satisfied in full.  “UCC” shall mean the New York UCC; provided, however, that, at any time, if by reason  of mandatory provisions of law, any or all of the perfection, effect of perfection, non-perfection or priority  of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral  is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New  York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other  jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection, non- perfection or priority and for purposes of definitions relating to such provisions.  ARTICLE II     Pledge of Securities  SECTION 2.01. Pledge.  As security for the performance by the Grantor of all the  terms, covenants and agreements on the part of the Grantor to be performed under the  Note Purchase  Agreement, the Notes and the other Note Documents (as defined in the Note Purchase Agreement) (the  “Secured Obligations”), the Grantor hereby pledges to the Collateral Agent, its successors and permitted  assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and  permitted assigns, for the benefit of the Secured Parties, a security interest in, all of the Grantor’s right, title  and interest in, to and under:  (a) (i)  the Equity Interests issued by the Company owned by the Grantor on the date  hereof, (ii) any other Equity Interests issued by the Company obtained in the future by the Grantor and  (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively,  the “Pledged Equity Interests”);  (b) (i) the debt securities issued by the Company owned by the Grantor on the date  hereof, (ii) any debt securities in the future issued to or otherwise acquired by the Grantor from the  Company and (iii) the promissory notes and any other instruments evidencing all such debt securities  (collectively, the “Pledged Debt Securities”); provided that, such Pledged Debt Securities shall not include  any Pledged Debt Securities constituting Excluded Assets;  (c) subject to Section 2.05, all payments of principal or interest, dividends, cash,  instruments and other property from time to time received, receivable or otherwise distributed in respect  





 






  -5- CAN_DMS: \149670305\3  of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities  referred to in clauses (a) and (b) above;  (d) subject to Section 2.05, all rights and privileges of the Grantor with respect to the  securities and other property referred to in clauses (a), (b) and (c) above; and  (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute  property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (e) above  being collectively referred to as the “Pledged Collateral”).  Notwithstanding the foregoing, in no event shall the pledge under this Section 2.01 attach to any Excluded  Asset.  The Grantor and the Collateral Agent acknowledge that (i) value has been given, (ii) the Grantor has rights  in the Collateral (other than after-acquired Collateral) or the power to transfer rights in the Collateral, and  (iii) the parties have not agreed to postpone the time for attachment of the Security Interest.  SECTION 2.02. Representations, Warranties and Covenants.  The Grantor represents,  warrants and covenants to and with the Collateral Agent, for the benefit of the Secured Parties, that:  (a) Schedule I hereto includes a true and complete list of (i) all the Pledged Equity  Interests owned by the Grantor and the percentage of the issued and outstanding units of each class of the  Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by the Grantor and  (ii) all the Pledged Debt Securities owned by the Grantor evidencing Debt for borrowed money;   (b) (i) the Pledged Equity Interests have been duly and validly authorized and issued  by the Company and (ii) the Pledged Equity Interests (if applicable) are fully paid and nonassessable;  provided that the foregoing representations are made to the knowledge of the Grantor;  (c) except for the security interests granted hereunder and under any other Note  Documents, the Grantor (i) is and, subject to any transfers made in compliance with the Note Purchase  Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities,  (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to the Note Purchase  Agreement and transfers made in compliance with the Note Purchase Agreement, (iii) will make no further  assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other  Lien on, the Pledged Collateral, other than Liens permitted pursuant to the Note Purchase Agreement and  transfers made in compliance with the Note Purchase Agreement, and (iv) will use commercially reasonable  efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created  by this Agreement and the other Note Documents, Liens permitted pursuant to the Note Purchase  Agreement), however arising, of all Persons whomsoever;  (d) except for restrictions and limitations imposed or permitted by the Note  Documents, contracts and agreements permitted by the Note Purchase Agreement, or securities laws  generally, the Pledged Equity Interests are and will continue to be freely transferable and assignable, and  none of the Pledged Equity Interests are or will be subject to any option, right of first refusal, shareholders  agreement or organizational document provisions of any nature that would prohibit, impair, delay or  otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such  Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral  Agent of rights and remedies hereunder;  





 






  -6- CAN_DMS: \149670305\3  (e) as of the date hereof, Schedule III hereto sets forth (i) the type of organization of  the Grantor, (ii) the jurisdiction of organization of the Grantor, (iii) the organizational identification or  registration number of the Grantor, and (iv) the location of the chief executive office of the Grantor;  (f) the Grantor has the organizational power and authority to pledge the Pledged  Collateral pledged by it hereunder in the manner hereby done or contemplated;   (g) by virtue of the execution and delivery by the Grantor of this Agreement, when  any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the  Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged  Securities, free of any adverse claims (except for Liens permitted by the Note Purchase Agreement), under  the PPSA to the extent such lien and security interest may be created and perfected under the PPSA, as  security for the payment and performance of the Secured Obligations;   (h) the financing statements, financing change statements, or other appropriate  filings, recordings or registrations for filing in each governmental, municipal or other appropriate  office specified on the schedules hereto, are all the filings, recordings and registrations that are  necessary to establish a legal, valid and perfected security interest in favour of the Collateral Agent,  for the benefit of the Secured Parties, in respect of all Collateral in which the Security Interest may  be perfected by filing, recording or registration in Canada, and as of the date hereof, no further or  subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except  as provided under applicable law with respect to the filing of continuation statements, financing  change statements or other amendments thereto;   (i) the Security Interest constitutes (i) a legal and valid security interest in all the  Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings  described in paragraph (b) of this Section 3.02 (including payment of applicable fees in connection  therewith), a perfected security interest in all Collateral in which a security interest may be perfected by  filing, recording or registering a financing statement or analogous document in the applicable jurisdiction  in the United States pursuant to the UCC or Canada pursuant to the PPR;  (j) the Security Interest is and shall be prior to any other Lien on any of the Collateral,  other than (i) any statutory or similar Lien that has priority as a matter of law, and (ii) Liens permitted  pursuant to the Note Purchase Agreement; and  (k) the Grantor has not filed or consented to the filing of any financing statement,  financing change statement, or analogous document, in each case with respect to a Lien, under the UCC,  the PPSA or any other applicable laws covering any Collateral except for Liens expressly permitted  pursuant to the Note Purchase Agreement.  SECTION 2.03. Subject to the terms of this Agreement and to the extent permitted by  applicable law, the Grantor hereby agrees that upon the occurrence and during the continuance of an Event  of Default, it will comply with the instructions of the Collateral Agent (at the direction of the Required  Purchasers) with respect to the Equity Interests that constitute Pledged Equity hereunder that are not  certificated without further consent by the applicable owner or holder of such Equity Interests.Registration  in Nominee Name; Denominations.  If an Event of Default shall have occurred and is continuing, the  Collateral Agent (at the direction of the Required Purchasers), on behalf of the Secured Parties, shall have  the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the Grantor,  endorsed or assigned in blank or in favour of the Collateral Agent or in its own name as pledgee or in the  name of its nominee (as pledgee or as sub-agent), and the Grantor will promptly give to the Collateral Agent  





 






  -7- CAN_DMS: \149670305\3  copies of any notices or other written communications received by it with respect to Pledged Securities  registered in the name of the Grantor.  Upon the occurrence and during the continuance of an Event of  Default, the Collateral Agent shall at all times have the right to exchange the certificates representing  Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent  with this Agreement.  SECTION 2.05. Voting Rights; Dividends and Interest.  (a) Unless and until an Event  of Default shall have occurred:  (i) the Grantor shall be entitled to exercise any and all voting and/or other consensual  rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose  consistent with the terms of this Agreement, the Note Purchase Agreement and the other Note  Documents;  (ii) the Collateral Agent shall promptly execute and deliver to the Grantor, or cause to  be promptly executed and delivered to the Grantor, all such proxies, powers of attorney and other  instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to  exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to  paragraph (a)(i) of this Section; and  (iii) the Grantor shall be entitled to receive and retain any and all dividends, interest,  principal and other distributions paid on or distributed in respect of the Pledged Securities to the  extent and only to the extent that such dividends, interest, principal and other distributions are  permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of  the Note Purchase Agreement, the other Note Documents and applicable laws; provided that any  noncash dividends, interest, principal or other distributions that would constitute Pledged Equity  Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or  reclassification of the outstanding Equity Interests in the issuer of any Pledged Securities or  received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a  result of any merger, consolidation, acquisition or other exchange of assets to which such issuer  may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by  the Grantor, shall be held for the benefit of the Collateral Agent and the other Secured Parties.    (b) Upon the occurrence and during the continuance of an Event of Default, all rights  of the Grantor to dividends, interest, principal or other distributions that the Grantor is authorized to receive  pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become  vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and  retain such dividends, interest, principal or other distributions; provided that, the Collateral Agent shall  have the right from time to time following the occurrence and during the continuance of an Event of Default  to permit the Grantor to exercise such rights.  All dividends, interest, principal or other distributions  received by the Grantor upon the occurrence and during the continuance of an Event of Default contrary to  the provisions of this Section 2.05 shall be held for the benefit of the Collateral Agent and the other Secured  Parties and shall be segregated from other property or funds of the Grantor.  Any and all money and other  property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b)  shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt  of such money or other property and shall be applied in accordance with the provisions of the Note Purchase  Agreement.  After all Events of Default have been cured or waived, the Collateral Agent shall promptly  repay to the Grantor (without interest) all dividends, interest, principal or other distributions that the Grantor  would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and  that remain in such account.  





 






  -8- CAN_DMS: \149670305\3  (c) Upon the occurrence and during the continuance of an Event of Default, all rights  of the Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to  paragraph (a)(i) of this Section 2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of  this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent,  which shall have the sole and exclusive right and authority to exercise such voting and consensual rights  and powers; provided that, the Collateral Agent shall have the right from time to time following and during  the continuance of an Event of Default to permit the Grantor to exercise such rights.  After all Events of  Default have been cured or waived, all rights vested in the Collateral Agent pursuant to this paragraph (c)  shall automatically cease, and the Grantor shall automatically have the exclusive right to exercise the voting  and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i)  of this Section 2.05.  SECTION 2.06. ULCs.  Notwithstanding anything else contained in this Agreement or  any other agreement among all or some of the parties, each Grantor is and shall remain the sole registered  and beneficial owner of all Collateral that consists of shares of an unlimited company, an unlimited liability  company or an unlimited liability corporation incorporated pursuant to, or otherwise governed by, the laws  of any province of Canada (a “ULC”) until such time as the shares of the ULC (the “ULC Shares”) are  transferred to the Collateral Agent or its nominee on the books and records of the ULC.  Until then, the  Grantor shall receive, for its own account, any dividends or other distributions in respect of ULC Shares  that are Collateral and may vote such ULC Shares and control the direction, management and policies of  any ULC to the same extent as it would if such ULC Shares were not pledged to the Collateral Agent.   Nothing in this Agreement or any other agreement among all or some of the parties is intended to, or shall,  constitute the Collateral Agent, a member or shareholder of a ULC for the purposes of the Companies Act  (Nova Scotia), the Business Corporations Act (Ontario) or the Business Corporations Act (Alberta) until  such time as notice is given by the Collateral Agent (at the direction of the Required Purchasers) to the  Grantor and further steps are taken, at the request and direction of the Collateral Agent (at the direction of  the Required Purchasers), to register the Collateral Agent or its nominee as the holder of such ULC Shares.   If any provision of this Agreement would have the effect of constituting the Collateral Agent a member or  shareholder of a ULC prior to such time, that provision shall be severed from this Agreement and ineffective  with respect to shares of such ULC without otherwise invalidating or rendering unenforceable this  Agreement as it relates to all other Collateral.  SECTION 2.07. General CovenantsThe Grantor shall, at its own expense, take any and  all commercially reasonable actions necessary to (i) defend title to the Collateral against all Persons and (ii)  upon the reasonable request of the Collateral Agent, defend the Security Interest of the Collateral Agent in  the Collateral and the priority thereof against any Lien, in each case subject to (x) Liens permitted pursuant  to the Note Purchase Agreement, (y) transfers made in compliance with the Note Purchase Agreement and  (z) the rights of the Grantor under Section 11.09 of the Note Purchase Agreement to obtain a release of the  Liens created hereunder.  (b) The Grantor hereby irrevocably authorizes the Collateral Agent (at the direction of  the Required Purchasers) for the benefit of the Secured Parties at any time and from time to time to file in  any relevant United States or Canadian jurisdiction any financing statements or financing change statement  with respect to the Collateral or any part thereof and amendments thereto that (i) describe the collateral  covered thereby in any manner that the Required Purchasers reasonably determine is necessary or advisable  to ensure the perfection of the security interest in the Collateral granted under this Agreement and  (ii) contain the information required by Article 9 of the UCC or the PPSA for the filing of any financing  statement, financing change statement, or amendment, including (A) whether the Grantor is an organization,  the type of organization and, if required, any organizational identification number issued to the Grantor.   The Grantor agrees to provide such information to the Collateral Agent promptly upon request.  





 






  -9- CAN_DMS: \149670305\3  (c) The Security Interest and the security interest granted pursuant to Article II are  granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any  way alter or modify, any obligation or liability of the Grantor with respect to or arising out of the Collateral.  (d) The Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause  to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent  (at the direction of the Required Purchasers) may from time to time reasonably request to obtain, preserve,  protect and perfect the Security Interest and the rights and remedies created hereby, including the payment  of any reasonable and documented or invoiced out-of-pocket fees and Taxes required in connection with  the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any  financing statements or other documents in connection herewith or therewith; provided, however, the  Grantor shall have no obligation to file any document or undertake any actions outside Canada or pursuant  to any laws other than the laws of the United States or Canada.    (e) At its option, the Collateral Agent may discharge past due taxes, assessments,  charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral  and not permitted pursuant to the Note Purchase Agreement, and may pay for the maintenance and  preservation of the Collateral to the extent the Grantor fails to do so as required by the Note Purchase  Agreement, this Agreement or any other Note Document and within a reasonable period of time after the  Collateral Agent (at the direction of the Required Purchasers) has requested that it do so, and the Grantor  agrees to reimburse the Collateral Agent, within 10 days after demand, for any reasonable payment made  or expense incurred by the Collateral Agent pursuant to the foregoing authorization in accordance with  Section 4.03(a); provided that nothing in this paragraph shall be interpreted as excusing the Grantor from  the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or  perform, any covenants or other promises of the Grantor with respect to taxes, assessments, charges, fees,  Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Note  Documents.  (f) Notwithstanding anything herein to the contrary, it is understood that the Grantor  shall not be required by this Agreement to better assure, preserve, protect or perfect the Security Interest  created hereunder by any means other than (i) filings (including financing statements or financing change  statements) pursuant to the UCC, the PPR (or similar central filing office) of the relevant jurisdiction,  and  (ii) in the case of Collateral that constitutes Pledged Securities, Instruments, certificated securities (in each  case not credited to a Securities Account), Tangible Chattel Paper or Negotiable Documents (other than  those Instruments or Negotiable Documents held in the ordinary course of business), delivery thereof to the  Collateral Agent in accordance with the terms hereof (together with, where applicable, undated stock or  note powers or other undated proper instruments of assignment).  The Grantor shall not be required to (i)  complete any filings or other action with respect to the better assurance, preservation, protection or  perfection of the security interests created hereby in any jurisdiction outside of the United States or Canada  or enter into any security document governed by the laws of a jurisdiction other than the United States or  Canada, or to reimburse the Collateral Agent for any costs incurred in connection with the same, (ii) deliver  control agreements with respect to, or confer perfection by “control” (within the meaning of the STA) over,  any Deposit Accounts, Securities Accounts or (iii) perfect the security interest in motor vehicles, airplanes  and other assets subject to certificates of title other than by filings (including financing statements or  financing change statement) pursuant to the UCC or the PPR  (or similar central filing office) of the relevant  jurisdiction.  





 






  -10- CAN_DMS: \149670305\3  ARTICLE III    Remedies  SECTION 3.01. Remedies upon Default.  Upon the occurrence and during the  continuance of an Event of Default, the Grantor agrees to deliver, on demand, each item of Collateral to the  Collateral Agent (at the direction of the Required Purchasers) or any Person designated by the Collateral  Agent, and it is agreed that the Collateral Agent (at the direction of the Required Purchasers) shall have the  right to take any of or all the following actions at the same or different times: (a) with respect to any  Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an  assignment, transfer and conveyance of any of or all such Collateral by the Grantor to the Collateral Agent,  for the benefit of the Secured Parties, or to license, whether on an exclusive or nonexclusive basis, any such  Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent  shall determine (other than in violation of any then-existing licensing arrangements or other agreement to  the extent that waivers cannot be obtained), but in any event, on a revocable basis under terms whereby  such license should terminate immediately upon cure of an Event of Default in connection with exercise of  its remedies hereunder, and (b) subject to Section 2.04, with or without legal process and with or without  prior notice or demand for performance, to take possession of the Collateral and the Pledged Collateral and  without liability for trespass to enter any premises where the Collateral or the Pledged Collateral may be  located for the purpose of taking possession of or removing the Collateral and the Pledged Collateral and,  generally, to exercise any and all rights afforded to a secured party under the PPSA, the STA or other  applicable law.  Without limiting the generality of the foregoing, the Grantor agrees that the Collateral  Agent shall have the right, subject to the mandatory requirements of applicable law and the notice  requirements described below, to sell or otherwise dispose of all or any part of the Collateral at a public or  private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future  delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any  such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to  Persons who will represent and agree that they are purchasing the Collateral for their own account for  investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale  the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof  the Collateral so sold.  Each such purchaser at any sale of Collateral shall hold the property sold absolutely  free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent  permitted by law) all rights of redemption, stay and appraisal that the Grantor now has or may at any time  in the future have under any rule of law or statute now existing or hereafter enacted.  Upon the occurrence and during the continuance of an Event of Default, the Collateral  Agent (at the direction of the Required Purchasers) may also realize upon the Collateral and enforce its  rights, by: (a) appointing a receiver (which term as used in this security agreement includes an interim  receiver and a receiver and manager) or agent of all or any part of the Collateral and removing or replacing  from time to time any receiver or agent and/or (b) instituting proceedings in any court of competent  jurisdiction for the appointment of a receiver of all or any part of the Collateral. Any receiver appointed by  the Collateral Agent shall be vested with all rights of the Collateral Agent and all of the remedies which  could have been exercised by the Collateral Agent in respect of the Grantor or the Collateral and such other  powers and discretions as are granted in the instrument of appointment and any supplemental instruments.   The choice of receiver and its remuneration shall be within the sole discretion of the Collateral Agent.  Any  receiver appointed by the Collateral Agent shall act as agent for the Collateral Agent and the Purchasers for  the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except as  provided below), as agent for the Grantor.  The receiver may sell, lease, or otherwise dispose of Collateral  as agent for the Grantor or as agent for the Collateral Agent as the Collateral Agent  may determine in its  sole discretion.  The Grantor agrees to ratify and confirm all actions of the receiver acting as agent for the  Grantor, and to release and indemnify the receiver in respect of all such actions. The Collateral Agent  , in  





 






  -11- CAN_DMS: \149670305\3  appointing or refraining from appointing any receiver, shall not incur any liability to the receiver, the  Grantor or any other Person and shall not be responsible for any misconduct or negligence of such Person.  The Collateral Agent shall give the Grantor no less than ten (10) days’ prior written notice  of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale,  shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities  exchange, shall state the board or exchange at which such sale is to be made and the day on which the  Collateral or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale  shall be held at such time or times within ordinary business hours and at such place or places as the  Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or  portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent  (at the direction of the Required Purchasers) may (in its sole and absolute discretion) determine.  The  Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so,  regardless of the fact that notice of sale of such Collateral shall have been given.  The Collateral Agent (at  the direction of the Required Purchasers) may, without notice or publication, adjourn any public or private  sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for  sale, and such sale may, without further notice, be made at the time and place to which the same was so  adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the  Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or  purchasers thereof, but the Collateral Agent and the other Secured Parties shall not incur any liability in  case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of  any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent  permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase,  free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part  of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), the  Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim  then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and  such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property  without further accountability to the Grantor therefor.  As an alternative to exercising the power of sale  herein conferred upon it, the Collateral Agent (at the direction of the Required Purchasers) may proceed by  a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof  pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a  proceeding by a court-appointed receiver.  Any sale pursuant to the provisions of this Section 3.01 shall be  deemed to in accordance with any requirements under the PPSA or the STA or their equivalent in other  jurisdictions.  ARTICLE IV    Miscellaneous    SECTION 4.01. Notices.  All communications and notices hereunder shall (except as  otherwise expressly permitted herein) be in writing and given as provided in the Note Purchase Agreement.   SECTION 4.02. Waivers; Amendment.  (a) No failure or delay by the Collateral Agent  or any other Secured Party in exercising any right or power hereunder or under any other Note Document  shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any  abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further  exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent  and the Secured Parties hereunder and under the other Note Documents are cumulative and are not exclusive  of any rights or remedies that the Collateral Agent or the other Secured Parties would otherwise have.  No  waiver of any provision of this Agreement or consent to any departure by any Note Party therefrom shall  





 






  -12- CAN_DMS: \149670305\3  in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then  such waiver or consent shall be effective only in the specific instance and for the purpose for which given.   Without limiting the generality of the foregoing, the purchase of a Note shall not be construed as a waiver  of any Default hereunder, regardless of whether the Collateral Agent or any other Secured Party may have  had notice or knowledge of such Default at the time.  No notice or demand on any Note Party in any case  shall entitle any Note Party to any other or further notice or demand in similar or other circumstances.  (b) Neither this Agreement nor any provision hereof may be waived, amended or  modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent  and the Grantor with respect to which such waiver, amendment or modification is to apply, subject to any  consent required in accordance with the Note Purchase Agreement; provided that the Collateral Agent may,  without the consent of any other Secured Party, consent to a departure by the Grantor from any covenant  set forth herein to the extent such departure is consistent with the authority of the Collateral Agent or  Collateral Agent set forth in the Note Purchase Agreement.  SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification.  (a) The  Grantor  agrees to reimburse the Collateral Agent and the Purchasers for any Collateral Agent Expenses  and Purchaser Expenses incurred hereunder as provided in Sections 2.4 and 2.5 of the Note Purchase  Agreement and to indemnify the Collateral Agent and the Purchasers in accordance with Section 13.2(a) of  the Note Purchase Agreement; provided that each reference therein to the “Issuer” shall be deemed to be a  reference to “the Grantor”.  (b) The provisions of this Section 4.03 shall remain operative and in full force and  effect regardless of the termination of this Agreement or any other Note Document, the consummation of  the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the  invalidity or unenforceability of any term or provision of this Agreement or any other Note Document, or  any investigation made by or on behalf of any Secured Party.  All amounts due under this Section 4.03 shall  be payable not later than twenty (20) Business Days after written demand therefor; provided, however, any  Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there  is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to  such payment pursuant to this Section 4.03.  Any such amounts payable as provided hereunder shall be  additional Secured Obligations.  SECTION 4.04. Successors and Assigns.  Whenever in this Agreement any of the  parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns  of such party, and all covenants, promises and agreements by or on behalf of the Grantor or the Collateral  Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors  and assigns.  SECTION 4.05. Survival of Agreement.  All covenants, agreements, representations  and warranties made by the Grantor in this Agreement or any other Note Document and in the certificates  or other instruments delivered in connection with or pursuant to this Agreement or any other Note  Document shall be considered to have been relied upon by the Secured Parties and shall survive the  execution and delivery of the Note Documents and the purchase of any Notes, regardless of any  investigation made by or on behalf of any Secured Party and notwithstanding that the Collateral Agent, the  Purchasers or any other Secured Party may have had notice or knowledge of any Default or incorrect  representation or warranty at the time any credit is extended under the Note Purchase Agreement or any  other Note Document, and shall continue in full force and effect until the Termination Date has occurred,  in each case, in accordance with and subject to the limitations set forth in the Note Purchase Agreement.  





 






  -13- CAN_DMS: \149670305\3  SECTION 4.06. Counterparts; Effectiveness; Several Agreement.  This Agreement  may be executed in counterparts (and by different parties hereto on different counterparts), each of which  shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery  of an executed signature page to this Agreement by facsimile or other electronic transmission shall be  effective as delivery of a manually signed counterpart of this Agreement.  This Agreement shall become  effective when a counterpart hereof executed on behalf of the Grantor and shall have been delivered to the  Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and  thereafter shall be binding upon the Grantor and the Collateral Agent and their respective permitted  successors and assigns, and shall inure to the benefit of the Grantor, the Collateral Agent and the other  Secured Parties and their respective successors and assigns, except that the Grantor shall not have the right  to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or  transfer shall be void) except as expressly provided in this Agreement and the Note Purchase Agreement.  SECTION 4.07. Severability.  Any provision of this Agreement held to be invalid,  illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such  invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the  remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not  invalidate such provision in any other jurisdiction.  SECTION 4.08. Right of Set-off.  If an Event of Default under the Note Purchase  Agreement shall have occurred and be continuing, each Purchaser and its respective Affiliates are hereby  authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any  and all deposits (general or special, time or demand, provisional or final, in whatever currency, but not  withholding or payroll accounts, employee benefits accounts, de minimis accounts or other accounts used  exclusively for taxes or fiduciary or trust purposes) at any time held and other obligations (in whatever  currency) at any time owing by such Purchaser or any such Affiliate to or for the credit or the account of  the Grantor against any of and all the obligations of the Grantor then due and owing under this Agreement  held by such Purchaser, irrespective of whether or not such Purchaser shall have made any demand under  this Agreement and although (i) such obligations may be contingent or unmatured and (ii) such obligations  are owed to a branch or office of such Purchaser different from the branch or office holding such deposit  or obligated on such Debt.  The applicable Purchaser shall notify the Grantor and the Collateral Agent of  such setoff and application; provided that any failure to give or any delay in giving such notice shall not  affect the validity of any such setoff and application under this Section 4.08.  The rights of each Purchaser  and its Affiliates under this Section 4.08 are in addition to other rights and remedies (including other rights  of setoff) that such Purchaser and its Affiliates may have.  SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process;  Appointment of Service of Process Agent.  (a) This Agreement shall be construed in accordance with and  governed by the laws of the province of Ontario and the federal laws of Canada applicable therein.    (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and  its property, to the exclusive jurisdiction of the courts of the province of Ontario, and any appellate court  from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition  or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally  agrees that all claims in respect of any such action or proceeding may be heard and determined in the courts  of Ontario.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall  be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner  provided by law.  Nothing in this Agreement shall affect any right that the Collateral Agent or any Purchaser  may otherwise have to bring any action or proceeding relating to this Agreement against the Grantor or its  respective properties in the courts of any jurisdiction.  





 






  -14- CAN_DMS: \149670305\3  (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest  extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of  venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to  in paragraph (b) of this Section 4.09.  Each of the parties hereto hereby irrevocably waives, to the fullest  extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or  proceeding in any such court.  (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO  SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 4.01.   NOTHING IN ANY THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS  AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.   (e) THE GRANTOR HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND  EMPOWERS THE GRANTOR AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO  RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS  PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND  DOCUMENTS THAT MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING AND THE  GRANTOR HEREBY ACCEPTS SUCH DESIGNATION AND APPOINTMENT.  SECTION 4.10. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY  HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER NOTE DOCUMENT OR  THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT  OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO  REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT  IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS  IN THIS SECTION 4.10.  SECTION 4.11. Headings.  Article and Section headings and the Table of Contents  used herein are for convenience of reference only, are not part of this Agreement and shall not affect the  construction of, or to be taken into consideration in interpreting, this Agreement.  SECTION 4.12. Security Interest Absolute.  To the extent permitted by Law, all rights  of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged  Collateral and all obligations of the Grantor hereunder shall be absolute and unconditional irrespective of  (a) any lack of validity or enforceability of the Note Purchase Agreement, any other Note Document, any  agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to  any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all  or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure  from the Note Purchase Agreement, any other Note Document or any other agreement or instrument, (c) any  exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver  of or consent under or departure from any guarantee securing or guaranteeing all or any of the Secured  Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a  discharge of, the Grantor in respect of the Secured Obligations or this Agreement other than payment of the  Secured Obligations in full.  





 






  -15- CAN_DMS: \149670305\3  SECTION 4.13. Termination or Release.  (a) This Agreement, the Security Interest and  all other security interests granted hereby shall terminate automatically upon the occurrence of the  Termination Date.    (b) In connection with any termination or release pursuant to paragraph (a) of this  Section, the Collateral Agent shall execute and deliver to any Note Party, at such Note Party’s expense, all  documents that such Note Party shall reasonably request to evidence such termination or release so long as  the applicable Note Party shall have provided the Collateral Agent such certifications or documents required  by the Note Purchase Agreement in order to demonstrate compliance with this Section 4.13.  Any execution  and delivery of documents by the Collateral Agent pursuant to this Section shall be without recourse to or  warranty by the Collateral Agent or any other Secured Party.   SECTION 4.14. Collateral Agent Appointed Attorney-in-Fact.  The Grantor hereby  makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by  the Collateral Agent) the attorney-in-fact of the Grantor for the purpose of carrying out the provisions of  this Agreement and taking any action and executing any instrument that the Collateral Agent may deem  necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of  an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance  with Section 4.13) and coupled with an interest.  Without limiting the generality of the foregoing, the  Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event  of Default, with full power of substitution either in the Collateral Agent’s name or in the name of the  Grantor: (a) to receive, indorse, assign and/or deliver any and all notes, acceptances, cheques, drafts, money  orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect,  receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to  sign the name of the Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send  verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and all  suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise  realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle,  compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the  Collateral; (g) to the extent the Notes have been accelerated pursuant to the Note Purchase Agreement, to  notify, or to require the Grantor to notify, Account Debtors to make payment directly to the Collateral  Agent; (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with  all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this  Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral  for all purposes, and (i) to make, settle and adjust claims in respect of Collateral under policies of insurance,  indorsing the name of the Grantor on any cheque, draft, instrument or other item of payment for the proceeds  of such policies of insurance and for making all determinations and decisions with respect thereto; provided  that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any  commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral  Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any  part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The  Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as  a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors,  employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for  their own gross negligence, bad faith or willful misconduct or that of any of their controlled Affiliates,  directors, officers, employees, counsel, agents or attorneys-in-fact. The provisions of Exhibit C of the Note  Purchase Agreement, including the rights, privileges, protections, benefits, indemnities and immunities of  the Collateral Agent are incorporated herein, mutatis mutandis, as if a part hereof, and shall also apply to  the Collateral Agent acting under or in connection with this Agreement.  If the Collateral Agent has a right  to take or omit to take any action hereunder, it shall exercise such right if so instructed by the Required  Purchasers. With respect to any discretion, consent, approval or similar such action to be made, taken,  





 






  -16- CAN_DMS: \149670305\3  omitted to be taken or determined by the Collateral Agent under this Agreement (each an “Agent  Determination”), such Agent Determination shall be made by the Collateral Agent at the direction of the  Required Purchasers.  SECTION 4.15. Further Assurances.  The Grantor shall from time to time, whether  before or after the pledge and security interest has become enforceable, do all acts and things and execute  and deliver all transfers, assignments and agreements as the Collateral Agent (at the direction of the  Required Purchasers) may reasonably require for (a) protecting the Collateral, (b) perfecting the Collateral  and the security interest, (c) obtaining control of the Collateral, (d) exercising all powers, authorities and  discretions conferred upon the Collateral Agent, and (e) otherwise enabling the Collateral Agent  to obtain  the full benefits of this security agreement and the rights and powers herein granted.  The Grantor shall,  from time to time after the pledge and security interest has become enforceable, do all acts and things and  execute and deliver all transfers, assignments and agreements as the Collateral Agent (at the direction of  the Required Purchasers) may require for facilitating the sale or other disposition of the Collateral in  connection with its realization.  SECTION 4.16. Judgment Currency.  (a)  If, for the purposes of obtaining  judgment in any court, it is necessary to convert a sum due to a Secured Party in any currency (the “Original  Currency”) into another currency (the “Other Currency”), the parties agree, to the fullest extent that they  may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal  banking procedures, such Secured Party could purchase the Original Currency with the Other Currency on  the Business Day preceding the day on which final judgment is given or, if permitted by applicable law, on  the day on which the judgment is paid or satisfied.  (b) The obligations of the Grantor in respect of any sum due in the Original Currency from it  to any Secured Party under this Agreement shall, notwithstanding any judgment in any Other Currency, be  discharged only to the extent that on the Business Day following receipt by such Secured Party of any sum  adjudged to be so due in the Other Currency, such Secured Party may, in accordance with normal banking  procedures, purchase the Original Currency with such Other Currency. If the amount of the Original  Currency so purchased is less than the sum originally due to such Secured Party in the Original Currency,  the Grantor agrees, as a separate obligation and notwithstanding the judgment, to indemnify such Secured  Party against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally  due to such Secured Party in the Original Currency, such Secured Party shall remit such excess the Grantor.  [Remainder of Page Intentionally Left Blank]  





 






    [Signature Page to Pledge and Collateral Agreement]    CAN_DMS: \149670305\3  IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the  day and year first above written.       BIRD GLOBAL, INC.         By: /s/ Shane Torchiana   Name: Shane Torchiana   Title: President and Chief Executive Officer       





 






   [Signature Page to Pledge and Collateral Agreement]     CAN_DMS: \149670305\3   U.S. BANK TRUST COMPANY, NATIONAL  ASSOCIATION,   as Collateral Agent         By: /s/ Brandon Bonfig   Name: Brandon Bonfig   Title: Vice President                





 






         CAN_DMS: \149670305\3    Form of Schedule I to the  Pledge Agreement  PLEDGED EQUITY INTERESTS  Issuer Class of Stock  Stock  Certificate  No.  No. of  Shares  Percentage  of Total  Owned  Percentage of  Issuer’s Stock  Pledged  1393631 B.C.  Unlimited  Liability Company  Shares C-1 1 100% 100%      PLEDGED DEBT SECURITIES    1.  None      





 






   CAN_DMS: \149670305\3  Schedule II to the  Pledge and Collateral Agreement  Type of Organization, Jurisdiction of Organization, Registration. No., and Chief Executive Office  Address      Grantor Type of  Organization  Jurisdiction of  Organization  Registration  No.  Chief Executive Office  Address  Bird Global,  Inc.  Corporation Delaware 5876971  392 NE 191st Street,  #20388, Miami, Florida