SEC Form SC 13G/A filed by Bird Global Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bird Global, Inc
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09077J 107
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 09077J 107 | 13G | Page 2 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Bird Holdings, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
11,019,943 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
11,019,943 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,019,943 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 3 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Fund V Bird Holdings L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
4,131,348 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
4,131,348 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,131,348 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 09077J 107 | 13G | Page 4 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor R&D Series LLC (Series CP, CY and EZ) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
820,860 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
820,860 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,860 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 5 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Bird Fund IV Grant Holdings LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
2,100,939 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
2,100,939 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,939 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 6 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Bird Fund V Grant Holdings LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
4,201,878 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
4,201,878 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,201,878 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 7 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Fund V Bird GP Holdings, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
4,131,348 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
4,131,348 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,131,348 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 8 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor R&D Management LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
820,860 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
820,860 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,860 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 9 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Equity Partners IV L.P. Valor Equity Associates IV L.P. Valor Equity Capital IV LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
13,120,882 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
13,120,882 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,120,882 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12. | TYPE OF REPORTING PERSON
PN, OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 10 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Equity Partners V L.P. Valor Equity Associates V L.P. Valor Equity Capital V LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
8,333,226 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
8,333,226 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,226 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2% | |||||
| 12. | TYPE OF REPORTING PERSON
PN, OO | |||||
| CUSIP No. 09077J 107 | 13G | Page 11 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Valor Management L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
21,454,108 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
21,454,108 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,454,108 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% | |||||
| 12. | TYPE OF REPORTING PERSON
HC | |||||
| CUSIP No. 09077J 107 | 13G | Page 12 of 16 Pages |
| 1. |
NAME OF REPORTING PERSON
Antonio J. Gracias | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
| ||||
| 6. | SHARED VOTING POWER
22,274,968 | |||||
| 7. | SOLE DISPOSITIVE POWER
| |||||
| 8. | SHARED DISPOSITIVE POWER
22,274,968 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,274,968 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5% | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 09077J 107 | 13G | Page 13 of 16 Pages |
| Item 1(a). | Name of Issuer: | |||
| Bird Global, Inc. (the “Issuer”) | ||||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |||
| 392 NE 191 St., #20388, Miami, FL 33179 | ||||
| Item 2(a). | Name of Person Filing: | |||
| Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
1) Valor Bird Holdings, LLC 2) Valor Fund V Bird Holdings L.P. 3) Valor R&D Series LLC (Series CP, CY & EZ) 4) Valor Bird Fund IV Grant Holdings LLC 5) Valor Bird Fund V Grant Holdings LLC 6) Valor Fund V Bird GP Holdings, LLC 7) Valor R&D Management LLC 8) Valor Equity Partners IV L.P., 9) Valor Equity Associates IV L.P. 10) Valor Equity Capital IV LLC 11) Valor Equity Partners V L.P., 12) Valor Equity Associates V L.P. 13) Valor Equity Capital V LLC 14) Valor Management L.P. 15) Antonio J. Gracias | ||||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |||
| The address of each Reporting Person is 875 North Michigan Avenue, Suite 3214, Chicago, IL 60611. | ||||
| Item 2(c). | Citizenship: | |||
| Each entity Reporting Person is organized under the laws of Delaware. Mr. Gracias is a citizen of the United States. | ||||
| Item 2(d). | Title of Class of Securities: | |||
| Class A Common Stock, par value $0.0001 per share | ||||
| Item 2(e). | CUSIP Number: | |||
| 09077J 107 | ||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), indicate type of person filing. Not applicable. | |||
| Item 4. | Ownership. | |||
| (a) | Amount beneficially owned: See row 9 of the cover pages. | |||
| (b) | Percent of class: See row 11 of the cover pages. | |||
| CUSIP No. 09077J 107 | 13G | Page 14 of 16 Pages |
| (c) | Number of shares as to which such person has: | |||
| (i) Sole power to vote or direct the vote: See row 5 of the cover pages. | ||||
| (ii) Shared power to vote or direct the vote: See row 6 of the cover page. | ||||
| (iii) Sole power to dispose or to direct the disposition of: See row 7 of the cover pages. | ||||
| (iv) Shared power to dispose or to direct the disposition of: See row 8 of the cover pages. | ||||
| Valor Bird Holdings, LLC, Valor Fund V Bird Holdings L.P., Valor R&D Series LLC (Series CP, CY & EZ), Valor Bird Fund IV Grant Holdings LLC and Valor Bird Fund V Grant Holdings LLC (the “Valor Bird Funds”) are the holders of record of the shares reported herein.
Valor Fund V Bird GP Holdings, LLC is the general partner of Valor Fund V Bird Holdings L.P. and Valor R&D Management LLC is the manager of Valor R&D Series LLC (Series CP, CY & EZ).
Valor Management L.P. is the managing member of Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of Valor Equity Partners IV L.P., which serves as the managing member of Valor Bird Fund IV Grant Holdings LLC.
Valor Management L.P. is the managing member of Valor Equity Capital V LLC, which is the general partner of Valor Equity Associates V L.P., which, in turn, is the general partner of Valor Equity Partners V L.P., which serves as the managing member of Valor Bird Fund V Grant Holdings LLC.
Decisions regarding the voting and disposition of the shares held by the Valor Bird Funds other than Valor R&D Series LLC (Series CP, CY & EZ) are made through an investment committee at the Valor Equity Associates IV L.P. and Valor Equity Associates V L.P. level that consists of at least three individuals. By virtue of his role and various positions with the Valor Reporting Persons named herein, Mr. Gracias may be deemed to share beneficial ownership over the shares held of record by the Valor Bird Funds. Other than with respect to the shares held by Valor R&D Series LLC (Series CP, CY & EZ), Mr. Gracias disclaims beneficial ownership of the shares held by the Valor Bird Funds for purposes of Sections 13(d) or 13(g) of the Act and the inclusion of Mr. Gracias in this Schedule 13G shall not be construed as an admission that he is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
Percent of class is based on (i) the number of shares that may be deemed to be beneficially owned by each Reporting Person as of December 31, 2022 and (ii) the number of shares of common stock outstanding as of October 31, 2022 (261,041,252 shares) as disclosed by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 18, 2022. | ||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ | ||||
| CUSIP No. 09077J 107 | 13G | Page 15 of 16 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. | |
| Not applicable. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2023 | Valor Bird Holdings, LLC | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Manager | ||||||
| Valor Fund V Bird Holdings L.P. | ||||||
| By: | Valor Fund V Bird GP Holdings, LLC, its general partner | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Authorized Officer | ||||||
| Valor R&D Series LLC—Series EZ | ||||||
| By: | Valor R&D Management LLC, its manager | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Managing Member | ||||||
| Valor R&D Series LLC—Series CP | ||||||
| By: | Valor R&D Management LLC, its manager | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Managing Member | ||||||
| Valor R&D Series LLC—Series CY | ||||||
| By: | Valor R&D Management LLC, its manager | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Managing Member | ||||||
| Valor Bird Fund IV Grant Holdings LLC | ||||||
| By: | Valor Equity Partners IV L.P., its managing member | |||||
| By: | Valor Equity Associates IV L.P., its general partner | |||||
| By: | Valor Equity Capital IV LLC, its general partner | |||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Bird Fund V Grant Holdings LLC | ||||||
| By: | Valor Equity Partners V L.P., its managing member | |||||
| By: | Valor Equity Associates V L.P., its general partner | |||||
| By: | Valor Equity Capital V LLC, its general partner | |||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Fund V Bird GP Holdings, LLC | ||||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Authorized Officer | ||||||
| Valor R&D Management LLC | ||||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: Managing Member | ||||||
| Valor Equity Partners IV L.P. | ||||||
| By: | Valor Equity Associates IV L.P., its general partner | |||||
| By: | Valor Equity Capital IV LLC, its general partner | |||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Equity Associates IV L.P. | ||||||
| By: | Valor Equity Capital IV LLC, its general partner | |||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Equity Capital IV LLC | ||||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Equity Partners V L.P. | ||||||
| By: | Valor Equity Associates V L.P., its general partner | |||||
| By: | Valor Equity Capital V LLC, its general partner | |||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Equity Associates V L.P. | ||||||
| By: | Valor Equity Capital V LLC, its general partner | |||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Equity Capital V LLC | ||||||
| By: | Valor Management L.P., its managing member | |||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| Valor Management L.P. | ||||||
| By: | /s/ Antonio J. Gracias | |||||
| Name: Antonio J. Gracias | ||||||
| Title: CEO | ||||||
| /s/ Antonio J. Gracias | ||||||
| Name: Antonio J. Gracias | ||||||