CONFIDENTIAL
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.
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.
