February 7, 2023
Tom Wagner CEO
Berkshire Grey, Inc.
140 South Road
Bedford, MA 01730 Dear Tom:
SoftBank Group Corp. ("SoftBank") is pleased to provide this initial, non-binding indication of interest ("IOI") for the potential
acquisition (the "Proposed Transaction") of I 00% of the capital stock of Berkshire Grey, Inc. (" Berksh ire" or the "Company") by SoftBank or one of its affiliates. As we have discussed, SoftBa nk great ly admires Berkshire and believes that a
partnership with SoftBank will position Berkshire for long-term success . This letter sets out the indicative terms of our non-binding proposal (the "Pro posal"), which we believe represents a compelling opportunit y for the Company's
stockholders, employees, customers and other stakeholders. The terms of the Proposed Transaction described below are preliminary and are not intended to be a binding offer of any kind; all terms remain subject to SoftBank's completion of
appropr iate due diligence, including in respect of tax, acco unt ing, regu lator y, s truc turi ng and other matters.
General; Structure of Proposed Transaction Sof tBank proposes to acq uire, whether by share purchase, tender offer, merger or otherwise, 100 % of the outstanding capital stock of the Company not held (directly or indirectly) at the time of
closing by SoftBa nk. The final structure of the transaction will be as mutually agreed between SoftBank and the Compa ny, based on due diligence concerning (among other things) tax and accounting matters, as well as other considerat ions.
Price and Consideration SoftBank proposes to acquire the Company for a per-share purchase price of $1.30, to be paid in cash.
The valuation implied is the product of SoftBank's public information-based diligence to date. The comoletio n of further diligence mav result in SoftBank ascribing more or less value to the Comoanv.
Sources of Financing T he transaction consideration will be paid by SoftBank with available cas h on balance sheet. As such, the Proposed Transactio n will not be subject to any financing conditio ns.
Conditions and Approvals Our Pro posal is subject to customary condition s including completion of due diligence, final app roval of SoftB ank's Investment Committee, negotiation and execution of mutually acceptable definitive transaction
documents, and completio n of customary closing cond itio ns for a transaction of this nature, including the following:
• receipt of (x) all governmental or regulatory approvals as may be necessary or advisab le from applicable regulatory authorities , including in respect of the expiration of the waiting period under the HSR Act and the receipt of mutua lly
acceptable approval from the Committee on Foreign Inves tment in the United States, and (y) mat erial third party consents
• customary bring-down of representations and warranties and covenants
• absence of injunctions or legal proceedings prohibiting the Proposed Transaction
• absence of a material adverse change with respect to the business, re sults of operation, prospects, conditio n (financial or otherwise), assets or liabilities of the Company
Anticipated Due Diligence Requests and Timing SoftBank would seek to undertake, in a cooperat ive and expeditious manne r, custo mary due diligence, including but not limited to a complete review of the Company's financial, tax,
legal, technology , inte llectua l prope1ty and operational matters, agreements, and any other matters as SoftBank or its advisors deem relevant for a transaction of this size. As part of our due diligence review, SoftBank would expect reasonable
access to all appropriate data and personnel ne cessa ry for such review, and that reasonable add itional data requests would be honored as follow-ups.
With your cooperation, we anticipate that we can complete our due diligence review and negotiate documentation in approximately thirty (30) calendar days of entering exclusivity with the Company and assuming all requested diligence info rmation has
been provided to us.
Advisors SoftBank has assembled a broad internal team to conduct our diligence review and negotiate the transaction. Furthermor e, SoftBank has retained advisors in s upport of this Proposed Transaction, includin g M
orri so n & Foer ste r LLP as lega l adv iso rs among other advisors that SoftBank will ide nt if y in due course, as ap propriate.
Exclusivity Given the significant resources that SoftBank intends to expend to quickly finalize due diligence and nego tiate definitive transact ion doc umentati on, the Company agrees that, during the Exclusivity Period (as defined
below), the Compa ny will not, nor will it permit, any of its represe ntat ives, officers , e mp loyees, dir e ctor s, age nts , sh are ho lders, subsidiaries or affi liates (co llect ive ly, the " Seller Group") to, ini tiate, so licit, entertain,
faci litate, nego tiate, acce pt, co mmuni cate rega rd ing or disc uss (or enter into any agreement or document regardin g) any proposal or offer from any perso n or group of persons, other than SoftBank and its affilia tes, that constitutes, or
co uld re asonab ly be ex pected to lead to, an Acquisition Proposal (as defined below) or provide any non-public in fo rmation to any third party in connection with any Acquis iti on Prop osa l.
" Excl us ivity P e ri od" s hall m ea n th e time period beginnin g the date that this IOI is signed by the Company, and ending on the earlier of (i) 11:59 p.m. New York time on the date that is thirty (30) calendar d ays fo ll ow
in g th e exec ution of thi s IOI by the Co mpany, and ( ii) the e ntry int o a defi nitiv e ag re e ment by SoftBank and the Company wit h res pect to the Pro posed Transac tion ; pro vid ed that , in the eve nt that the Exclus ivity P eri od
would otherwise terminate as a res ult of clause (i) of thi s definition , the Exc lusivit y P er iod sha ll be automat ica lly extended for up to two (2) success ive fifteen (15) day ex tensions so lo ng as th e par ties co ntinue to
negotiate in goo d fa ith wit h respect to the P ropose d T ra nsac tion as of the date that the Exclusivity Period would otherw ise ter minat e. " Ac q uisiti on P ro posa l" sha ll mean any acquis iti on or p urcha se of any eq uity in teres t
in th e Company or any of its subsidiaries (or any secur ities conve rtibl e into or exe rcisable or exc hangeab le fo r any equity inter es t in the Co mpany or its su bsidia ries) o r any merger, consolidation, share exchange, bus iness co mbin
ation or simila r tran sac ti o n in vo lv in g the Co mpany or any of its subsidia rie s or a ny sa le, lease, mortgage, pledge, exchange, transfe r, lice nse, acqu is iti on or d is pos iti o n of a ll or any su bstantial portio n
of the assets of the Company or its subs idi a ries in any sing le transaction or se ries of re lated transactions. The Company agrees to i mmed ia te ly notify SoftBank if any mem ber of the Se ller G roup rece ives any indications of int e
res t, req uest for information or offers in res pec t of an Acqu is iti o n P rop osa l and will comm unicate to SoftBank in reasonab le deta il the terms of any such indicat ion, req uest or offer, and will pro v ide SoftBank with copies of a ll
wr itt en co mm unicat ions relating to any such in d icat io n, re quest or offer. Immed iate ly upon executio n of thi s IO I, the Co mpany shall, and shall cause the Selle r Group to, terminate any and all ex ist in g d isc ussions or nego
tiatio ns with any person or group of perso ns other than SoftBank and its affi lia tes regard in g an ac qui s iti on. T he Com pany represe nts that no member of the Se ller Group is party to or bound by any agreement with respect
to an acq uisitio n pro posa l other than unde r this IOI.
Confidentiality F rom the date hereof and unti l a definitive agreement regarding the Prop osed Transaction has been executed by the parties hereto and public ly anno unced, exce pt as may be mutually agreed by SoftBank and the Co
mpan y or as may be required by applicab le law or reg ulation or jud ic ia l or ad ministra tive proceeding, neither SoftBank nor the Company sha ll, and eac h shall ca use their res pective R e pr ese nt a ti ves (as de fined be low) not to,
without the written consent of the other pa rty, (i) make any public announce ment abo ut the Proposed T ransac tion, this P ro posa l or any disc uss ions related the reto, or (ii) to disclose any Co nfidential Info rm a ti o n (as defi
ned be low) of the other party to any other perso n or entity, other than
the ir respective Representatives on a legitimate "need to know" basis. If suc h defi nitive agreeme nt is not
exec uted for any reason , eac h o f SoftBank and the Company shall, and shall ca use their respec ti ve Re pr ese ntat ives to, keep the existence, price and ten11S of thi s Pro p osa l, th e Pro posed T ran sac tion and any
discussions related thereto strictly co nfidentia l, exce pt as and then only to the extent otherwise required by app licable law, regulation, stock ma rket requirement or judicial or ad mini s tr a ti ve proceed in g.
" R eprese ntat ives" sha ll mean, as to any pe rso n, such person 's co ntro lled subsidiaries, affi liates, and its and their respec tive director s, officers, employees, co nsultant s, inves tor s and le nd e rs, pro spec tive investors and
financing sources, age nts and adv iso rs that receive Confidential Info rm a tion of a pa rty .
"Confiden tial Informatio n" shall mea n, with respect to a party hereto, any and all info rmat ion a nd materials
disclosed on or after the date hereof by such party or any of its Re pr ese n tat ives by the other party or any of the othe r patty's Ret)rese nta tives in co n nection with the Pro posed T ra nsact ion that is treated as
co nfidential by such party, including but not limited to (a) the fact that discussions or negotiations are taking place concern ing the Proposed Transaction, (b) any proposed tenns and conditions of the Proposed Transaction and the status
thereof, and (c) the existence, context, and scope of this Proposal. Confident ia l Inform atio n shall not include any inforn1ation that (1) is or becomes publicly available without breach of this IOI, (2) was known a party prior to its receipt
from the other party, (3) is disclosed to a receiv ing party from any third party, except where such receiving party knows that such information was acquired or disclosed in breach of an obligation of confidentia lity, or (4) is independently
developed by a party without use of any Confidential Information.
Non-Legally Binding; No Obligation to Pursue Transaction Except for the terms set forth in sections entitled "Excl usivity," " Confidentiality," and "Governing Law; Jurisdiction" and this sect ion ent itled " Non-Legally Binding; No Obligation
to Pursue T ransaction," each of which shall be legally binding obligatio ns on the Company and SoftBank, this IOI does not const itute a lega lly binding document and does not create any legal obligations on the part of SoftBank, the Compan y
or any of their respective affiliates to enter into any Proposed Transaction, agree to any particular terms or conditions of a Proposed Transactio n, or to otherwise consummate a Proposed Transaction. Any legal ob ligation with respect to a
Proposed Transaction will only arise afte r and subject to: (i) satisfacto ry complet ion of SoftBank's due diligence with respect to the Co mpany and the Proposed Transaction; (ii) satisfactory agreeme nt on, and execution of, written defin iti
ve documentation regarding the Proposed Transaction (and, in such case, the consummation of any such Proposed Transact ion will be subject to the satisfaction or applicable waiver of the conditi o ns set forth in the definitive transaction
documentation); and (iii) the necessary corporate app rovals for the Proposed Transaction having been obta in e d by Sof tBa nk. If, at any time prior to the execution of the definitive transaction documentation, eit her SoftBank or the
Company determ ines, in its respective sole discret ion, not to proceed with a transaction or to discontinue discussions or negot iations, then it may terminate these discussions without incu rring any liab ility to the other party or any
other person or entity (it being understood that any such termination of discussions would not affect any of the Parties' respective obligations under the sections of this IOI entitled "Exc lusivity" or " Confidentia lity" ). Neither this TOI nor
any actio n taken in connect ion with this IOI will give rise to any obligation on the part of a party to (A) con tinue any discussions or negotiations with the o th er party; or (B) pursue or enter into any Proposed Transaction or
relationship of any nature with the other party.
Governing Law; Jurisdiction This IOI will be governed by and construed under the laws of the State of Delaware, USA, without regard to choice of law or conflicts of law rules or principles. The parties hereby subm it to the jurisdiction of
the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subjec t matter jurisdiction over such dispute, the Superior Court of the State of Delaware (Co mp lex Commercial Division) or,
if subject matter jurisdict ion over the dispute is vested exclusively in the federal cour ts of the United States of America, the United States District Court for the District of Delawa re) over any dispute based on, arising out of, under or in
connec tion wit h or relating to this IOI and each party hereby agrees that all clai ms in respect of such dispute related thereto may be heard and determined in such courts.
If you are in agreement with the terms set forth above, please have this IOI sig ned in the space
provided below and return an executed copy prior to Friday, February 10, 2023. I wish to reiterate that SoftBa nk remains very enthusiastic about the Proposed Transactio n and appreciates the opportunity to work together with Berkshire on it.
If you have any questions about this IOI or any of its terms, please do not hesitate to reach out to the team identified above.
ACCEPTED AND AGREED:
BERKSHIRE GREY, INC.
By:_ _ _ _ _ _ _ _ _ _ _ _ _ _
Name:_ _ _ _ _ _ _ _ _ _ _ _ _
Date:_ _ _ _ _ _ _ _ _ _ _ _ _ _