AGREEMENT AND PLAN OF MERGER by and among SOFTBANK GROUP CORP., BACKGAMMON ACQUISITION CORP. and BERKSHIRE GREY, INC. Dated as of March 24, 2023Merger Agreement • March 24th, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Delaware
This Agreement and Plan of Merger (the “Agreement”), dated as of March 24, 2023, is by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“Parent”), Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Berkshire Grey, Inc., a Delaware corporation (the “Company”).
BERKSHIRE GREY, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT March 24, 2023Convertible Note Purchase Agreement • March 24th, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • New York
This Convertible Note Purchase Agreement (this “Agreement”) is made and entered into as of March 24, 2023 by and between Berkshire Grey, Inc., a Delaware corporation (the “Company”), and Backgammon Investment Corp., a wholly and directly owned subsidiary of Parent, a Delaware corporation (the “Purchaser”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 24th, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2023, by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“Parent”), each of [ ] and [ ] (each, a “Stockholder”, and collectively the “Stockholders”) and, solely for the purposes of Section 2.2, Berkshire Grey, Inc., a Delaware corporation (the “Company”). Parent and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
