Item 1.01. Entry into a Material Definitive Agreement.

Share Purchase Agreement



On December 30, 2022 (the "Closing Date") and effective as of January 3, 2023
(the "Acquisition Closing Date"), Bird Global, Inc. (the "Company") entered into
a share purchase agreement (the "Share Purchase Agreement") with 1393631 B.C.
Unlimited Liability Company, a British Columbia ULC and indirect wholly owned
subsidiary of the Company (the "Purchaser"), Bird Canada Inc. ("Bird Canada"),
certain sellers party thereto (the "BC Sellers") and John Bitove, as seller's
representative. Pursuant to the Share Purchase Agreement, among other things,
the Purchaser acquired from the BC Sellers 100% of the issued and outstanding
shares of Bird Canada in exchange for the issuance by the Company to the BC
Sellers of an aggregate principal amount of $26,977,675 of its 12.0% Convertible
Senior Secured Notes due 2027 (the "Notes"), 18,204,365 shares of the Company's
Class A common stock, par value $0.0001 per share (the "Class A Common Stock"),
and a nominal amount of cash consideration (the "Acquisition").

The Share Purchase Agreement contains customary representations and warranties
related to Bird Canada, the BC Sellers, the Purchaser and the Company. The Share
Purchase Agreement contains customary indemnification provisions by the
Purchaser, the Company and the BC Sellers with respect to breaches of
representations and warranties and the performance of post-closing covenants.
Indemnification claims will survive the closing for (i) with respect to breaches
of general representations and warranties, 18 months, (ii) with respect to
breaches of fundamental representations and warrants, 24 months, and (iii) with
respect to post-closing covenants, in accordance with their terms or until fully
performed.

The foregoing description of the Share Purchase Agreement is not complete and is
qualified in its entirety by reference to the full text of the Share Purchase
Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and is
incorporated by reference herein. The Share Purchase Agreement is included to
provide security holders with information regarding its terms. It is not
intended to provide any other factual information about the Company, the
Purchaser, Bird Canada or the BC Sellers. In particular, the assertions embodied
in representations and warranties by the Company, the Purchaser, Bird Canada or
the BC Sellers contained in the Share Purchase Agreement are subject to
important qualifications and limitations agreed to by the parties in connection
with negotiating such agreement, including being qualified by confidential
information in the disclosure schedules provided by the parties in connection
with the execution of the Share Purchase Agreement, and are subject to standards
of materiality applicable to the contractive parties that may differ from those
. . .

Item 2.01. Completion of Acquisition or Disposition of Assets.



The information included, or incorporated by reference, in Item 1.01 of this
Current Report is incorporated by reference into this Item 2.01 of this Current
Report.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant



The information included, or incorporated by reference, in Item 1.01 of this
Current Report is incorporated by reference into this Item 2.03 of this Current
Report.

Item 3.02. Unregistered Sales of Equity Securities.



The information set forth in Item 1.01 above and the information set forth below
in Item 3.03 below of this Current Report is incorporated by reference into this
Item 3.02.

As described in Item 1.01 of this Current Report, (i) on the Closing Date, the
Company offered and sold $30.0 million aggregate principal amount of Notes to
the Investors pursuant to the Note Purchase Agreement, (ii) on the Acquisition
Closing Date, the Company issued $26,977,675 million aggregate principal amount
of Notes to the Investors pursuant to the Share Purchase Agreement and Note
Purchase Agreement, (iii) on the Acquisition Closing Date, the Company issued
18,204,365 shares to certain BC Sellers pursuant to the Share Purchase Agreement
(such securities described in clauses (i) through (iii), together with the
shares of Class A Common Stock underlying the Notes, the "Securities"), in each
case, in a private placement in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act. Certain options to purchase
capital stock of Bird Canada were assumed by the Company and converted into new
options to purchase Class A Common Stock of the Company.

As described in Item 3.03, on the Acquisition Closing Date the Company issued the Preferred Share to a representative of the Investors.



None of the Securities or the Preferred Share have been or will be registered
under the Securities Act or may be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The
Company does not intend to file a shelf registration statement for the resale of
the Securities or the Preferred Share. This filing does not constitute an offer
to sell or the solicitation of an offer to buy any securities.

Item 3.03. Material Modification to Rights of Security Holders.



On the Closing Date, the Company filed a certificate of designation (the
"Certificate of Designation") with the Secretary of State of the State of
Delaware establishing the rights, preferences, privileges, qualifications,
restrictions and limitations of a series of its preferred stock designated as
the Series A Preferred Stock, par value $0.0001 per share (the "Series A
Preferred Stock"), with a liquidation preference of $0.0001 per share. On the
Acquisition Closing Date, the Company issued one share (the "Preferred Share")
of Series A Preferred Stock to Obelysk Transport L.P., a shareholder of Bird
Canada prior to the Acquisition, as a representative of the Investors (including
its permitted transferees, the "Preferred Holder"). The Certificate of
Designation became effective on the Acquisition Closing Date.

The Preferred Holder is not entitled to vote on any matter on which stockholders
of the Company generally are entitled to vote, to receive any dividends on the
Series A Preferred Stock, to convert the Preferred Share into any other security
of the Company or, subject to certain exceptions, transfer the Preferred Share
to any other holder. The Company may redeem the Preferred Share, at its option,
for the par value thereof, (i) on or after February 15, 2023 or (ii) upon a
breach of certain transfer restrictions.

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So long as the Preferred Share remains outstanding, the Preferred Holder will be
entitled to nominate five directors for election to the Board in connection with
any vote (whether at a meeting or by written consent) of the stockholders of the
Company for the election of directors, and the vote of the Preferred Holder will
be the only vote required to elect such nominee to the Board (such directors, in
such capacity, the "Series A Directors"). So long as the Preferred Share remains
outstanding, vacancies on the Board resulting from the death, resignation,
retirement, disqualification or removal of a Series A Director will be filled
only by the affirmative vote of the Preferred Holder (and not pursuant to
Section 5(A)(2) of the Company's certificate of incorporation).

In the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, after payment or provision for payment of the debts
and other liabilities of the Company, the Preferred Holder will be entitled to
receive, out of the assets of the Company or proceeds thereof available for
distribution to stockholders of the Company, before any distribution of such
assets or proceeds is made to or set aside for the holders of Common Stock and
any other stock of the Company ranking junior to the Series A Preferred Stock as
to such distribution, payment in full in an amount equal to $0.0001 per share.

The foregoing descriptions of the Series A Preferred Stock and the Certificate
of Designation are not complete and are qualified in their entirety by reference
to the full text of the Certificate of Designation, a copy of which is filed as
Exhibit 3.1 to this Current Report is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director and Officer Appointments



On December 29, 2022, the Board appointed each of Antonio Occhionero, Kevin
Lowell Talbot and John Bitove to serve on the Board, effective on the
Acquisition Closing Date (collectively, the "New Directors"). The New Directors
were nominated for election to the Board by the holders of the Series Preferred
Stock, as described in Item 3.03 of this Current Report. Messrs. Occhionero and
Talbot will serve as Class I directors, with a term expiring at the Company's
annual meeting of stockholders to be held in 2025, and Mr. Bitove will serve as
a Class II director, with a term expiring at the Company's annual meeting of
stockholders to be held in in 2023, in each case, until their respective
successors are duly elected and qualified or until their earlier death,
disqualification, resignation or removal. The New Directors are eligible to
participate in the Company's Non-Employee Director Compensation Program as
described under the heading "Director Compensation" in the Company's definitive
proxy statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 26, 2022. Each of the New Directors has entered into the
Company's standard indemnification agreement for directors and officers.

On December 29, 2022, the Board appointed Michael Washinushi as the Company's
Chief Financial Officer to succeed Ben Lu, and Stewart Lyons as President to
succeed Shane Torchiana, in each case, effective on the Acquisition Closing
Date. As previously disclosed in a Current Report on Form 8-K filed by the
Company on December 20, 2022, Mr. Torchiana will continue to serve as the
Company's Chief Executive Officer.

Mr. Washinushi, age 54, served as the Chief Financial Officer of FreshBooks, a
technology company serving small business owners with a cloud accounting
solution from September 2015 until September 2022. Mr. Washinushi was
responsible for the financial, planning & analysis, accounting, government
relations and legal functions of FreshBooks. Mr. Washinushi has served on the
board of directors of Vertical Scope Holdings Inc. (FORA: TSX) since June 2021.
Mr. Washinushi has a BA from York University.

Mr. Lyons, age 49, served as the Chief Executive Officer and Founder of Bird
Canada, an affiliate of the Company following the transactions described in Item
1.01 of this Current Report, from July 2019 until January 3, 2023. In connection
with that position, Mr. Lyons was responsible for launching a micromobility
business in Canada. Prior to that, from April 2017 until June 2019, Mr. Lyons
served as Senior Vice President of Emerging Business at SiriusXM Radio, focused
on growing its Automatic Labs division, a software and hardware developer in the
connected vehicle space. Mr. Lyons previously served on the board of directors
of Avanta Logixx (XX.V: TSXV) from September 2018 until March 2022, and
currently serves as a director on the boards of the Financial Regulatory
Authority of Ontario and Borrowell Inc., each a private company. Mr. Lyons has
an MBA from the University of Toronto and an LLB from Osgoode Hall Law School.

Compensation Letter Agreements

On December 29, 2022, in connection with their respective appointments, the Board approved entering into an Employment Letter Agreement (the "Letter Agreements") with each of Messrs. Lyons and Washinushi (the "executives"). The material terms of the Letter Agreements are described below.

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Under the Letter Agreements, each executive is entitled to receive an annual
base salary of $682,000 CAD, pro-rated for any partial year of employment. In
addition, during calendar years 2023 and 2024, the executives are eligible to
earn annual and quarterly cash performance bonuses (each, a "performance bonus")
based on the achievement of adjusted EBITDA, free cash flow and net revenue
goals. The maximum potential bonus opportunity for Messrs. Lyons and Washinushi
. . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



The information included, or incorporated by reference, in Item 3.03 of this
Current Report is incorporated by reference into this Item 5.03 of this Current
Report.

Item 5.07. Submission of Matters to a Vote of Security Holders.



On December 30, 2022, Travis VanderZanden, as holder of a majority of the voting
power of the Company's common stock, approved by written consent the
transactions contemplated by the Share Purchase Agreement, the Note Purchase
Agreement and the Voting Agreement as described above. The information included,
or incorporated by reference, in Item 1.01 of this Current Report is
incorporated by reference into this Item 5.07 of this Current Report.

Item 8.01. Other Events.

On January 3, 2023, the Company issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

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Item 9.01 Financial Statements and Exhibits.



To the extent required, the Company will provide the financial statements
required to be filed by Item 9.01(a) and (b) of Form 8-K by amendment to this
Current Report no later than the 71st day after the required filing date for the
disclosure in Item 2.01 of this Current Report.

(d) Exhibits


Exhibit
No.                              Description

  2.1*                             Share Purchase Agreement, dated as of December 30, 2022, by and
                                 among 1393631 B.C. Unlimited Liability Company, Bird Global, Inc.,
                                 Bird Canada Inc., the sellers named therein and the sellers'
                                 representative named therein.
  3.1                              Certificate of Designation of Series A Preferred Stock of Bird
                                 Global, Inc.
  4.1*                             Note Purchase Agreement, dated as of December 30, 2022, by and
                                 among Bird Global, Inc., the purchasers named therein and U.S. Bank,
                                 National Association, as collateral agent.
  4.2                              Form of 12.0% Convertible Senior Secured Note due 2027 (included in
                                 Exhibit 4.1 hereto).
  10.1                             Guarantee, dated as of December 30, 2022, by Bird US Opco, LLC in
                                 favor of U.S. Bank Trust Company, National Association, as collateral
                                 agent, and the purchasers referenced therein.
  10.2                             Guarantee, dated as of December 30,

2022, by Bird US Holdco, LLC in


                                 favor of U.S. Bank Trust Company, National Association, as collateral
                                 agent, and the purchasers referenced therein.
  10.3                             Guarantee, dated as of December 30, 2022, by Bird Rides
                                 International Holding, Inc. in favor of U.S. Bank Trust Company,
                                 National Association, as collateral agent, and the purchasers
                                 referenced therein.
  10.4                             Guarantee, dated as of December 30, 2022, by Bird Canada Inc. and
                                 1393631 B.C. Unlimited Liability Company in favor of U.S. Bank Trust
                                 Company, National Association, as collateral agent, and the
                                 purchasers referenced therein.
  10.5                             Guarantee, dated as of December 30, 2022, by Bird Rides, Inc. in
                                 favor of U.S. Bank Trust Company, National Association, as collateral
                                 agent, and the purchasers referenced therein.
  10.6                             Pledge Agreement, dated as of December 30, 2022, between Bird
                                 Global, Inc. and U.S. Bank Trust Company, National Association, as
                                 collateral agent.
  10.7                             Pledge and Collateral Agreement, dated as of December 30, 2022,
                                 among Bird Canada Inc., 1393631 B.C.

Unlimited Liability Company and


                                 U.S. Bank Trust Company, National

Association, as collateral agent.


  10.8                             Voting Agreement, dated as of December 30, 2022, by and among Bird
                                 Global Inc., the investors party thereto and Travis VanderZanden.
  10.9*                            Amendment No. 8 to Loan and Security Agreement, dated as of
                                 December 30, 2022, by and among Bird US Opco, as borrower, Bird US
                                 Holdco, LLC, as holdco guarantor, the lenders party thereto and
                                 MidCap Financial Trust, as administrative agent.
  10.1    0                        Amendment No. 4 to Master Scooter

Operating Lease and Servicing


                                 Agreement, dated as of December 30, 2022,

by and between Bird US

Opco, LLC, as lessor, and Bird Rides,

Inc., as lessee and servicer,


                                 and acknowledged by MidCap Financial

Trust, as administrative agent


  10.11                            Third Amended and Restated EMEA Guaranty and Pledge Agreement,
                                 dated as of December 30, 2022, by Bird Rides International Holding,
                                 Inc. in favor of MidCap Financial Trust, as administrative agent, and
                                 the lenders.
  10.12                            Employment Letter Agreement, dated as of January 1, 2023, by and
                                 between Bird Canada Inc. and Michael Washinushi.
  99.1                             Press Release, dated January 3, 2023.
104                              Cover page Interactive Data File (embedded within Inline XBRL
                                 document)

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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