December 12, 2021Merger Agreement • December 13th, 2021 • SVF Investment Corp. 3 • Blank checks • Delaware
This letter (this “Sponsor Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among SVF Investment Corp. 3, a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation from the Cayman Islands to Delaware on the Closing Date and prior to the Effective Time) (“Acquiror”), Warehouse Technologies LLC, a New Hampshire limited liability company (the “Company”), Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic”), and Saturn Acquisition (DE) Corp., a Delaware corporation and a Wholly Owned Subsidiary of SVF (“Merger Sub”) and the transactions contemplated thereby (the “Business Combination”), from SVF Sponsor III (DE) LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of Acquiror’s board of directors and/or management team (each, an “Insider” an
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 13th, 2021 • SVF Investment Corp. 3 • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of December, 2021, by and among SVF Investment Corp. 3, a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the Effective Time) (the “Issuer”) and the undersigned (“Subscriber” or “you”). Unless context otherwise requires, defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
SVF Investment Corp. 3 One Circle Star Way San Carlos, California 94070 and Warehouse Technologies LLC c/o Symbotic Wilmington, Massachusetts 01887 Re: Certain Transaction MattersLetter Agreement • December 13th, 2021 • SVF Investment Corp. 3 • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among SVF Investment Corp. 3, a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation from the Cayman Islands to Delaware on the Closing Date and prior to the Effective Time) (“Acquiror”), Warehouse Technologies LLC, a New Hampshire limited liability company (the “Company”), Symbotic Holdings LLC, a Delaware limited liability company, and Saturn Acquisition (DE) Corp., a Delaware corporation and a Wholly Owned Subsidiary of the Acquiror. This letter agreement (this “Letter Agreement”) is being entered into by SVF Sponsor III (DE) LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of Acquiror’s board of directors and/or management team (each, an “Insider” and collect
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 13th, 2021 • SVF Investment Corp. 3 • Blank checks • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of December 12, 2021 (the “Effective Date”), is entered into by and among SVF Investment Corp. 3, a Cayman Islands exempted company incorporated with limited liability (“SVF”), Warehouse Technologies LLC, a New Hampshire limited liability company (“Warehouse Technologies”), Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic”), and RJJRP Holdings, Inc., RBC 2021 4 Year GRAT 4 (U/A March 31, 2021) and RBC Millennium Trust (U/A June 19, 2000) (each, a “Seller” and collectively, “Sellers”). SVF, Warehouse Technologies, Symbotic and Sellers are referred to in this Agreement collectively as the “Parties” and each individually as a “Party”. Unless context requires otherwise, capitalized terms used herein and not otherwise defined will have the meaning set forth in the Business Combination Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among WAREHOUSE TECHNOLOGIES LLC, SVF INVESTMENT CORP. 3, SYMBOTIC HOLDINGS LLC and SATURN ACQUISITION (DE) CORP. Dated as of December 12, 2021Agreement and Plan of Merger • December 13th, 2021 • SVF Investment Corp. 3 • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2021, is entered into by and among Warehouse Technologies LLC, a New Hampshire limited liability company (the “Company”), SVF Investment Corp. 3, a Cayman Islands exempted company incorporated with limited liability (“SVF”), Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic”) and Saturn Acquisition (DE) Corp., a Delaware corporation and a Wholly Owned Subsidiary of SVF (“Merger Sub” and, together with the Company, SVF and Symbotic, the “Parties”). Except as otherwise indicated herein or if context otherwise requires, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A.
December 12, 2021Equityholders Support Agreement • December 13th, 2021 • SVF Investment Corp. 3 • Blank checks • Delaware
This letter (this “Equityholders Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among SVF Investment Corp. 3, a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation from the Cayman Islands to Delaware on the Closing Date and prior to the Effective Time) (“Acquiror”), Warehouse Technologies LLC, a New Hampshire limited liability company (the “Company”), Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic”), and Saturn Acquisition (DE) Corp., a Delaware corporation and a Wholly Owned Subsidiary of SVF (“Merger Sub”) and the transactions contemplated thereby (the “Business Combination”), from the undersigned individuals (each, an “Insider” and collectively, the “Insiders”). Certain capitalized terms used herein are defined in paragraph 4 hereof. Capitalized terms used but not otherwise defined herei
