CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AS PERMITTED BY THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE...Framework Agreement • July 24th, 2023 • Symbotic Inc. • General industrial machinery & equipment, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES AND ACCORDINGLY MAY NOT BE, DIRECTLY OR INDIRECTLY, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS WARRANT AND SUCH SECURITIES UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES AND, IF REQUESTED BY THE COMPANY (OR ANY SUCCESSOR OR PERMITTED ASSIGNEE THEREOF), AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY LEGAL COUNSEL TO THE HOLDER OF SUCH SECURITIES.
LIMITED LIABILITY COMPANY AGREEMENT OF GREENBOX SYSTEMS LLC (A DELAWARE LIMITED LIABILITY COMPANY) DATED AS OF JULY 23, 2023Limited Liability Company Agreement • July 24th, 2023 • Symbotic Inc. • General industrial machinery & equipment, nec
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of GreenBox Systems LLC, a Delaware limited liability company (the “Company”), is entered into as of July 23, 2023 (the “Effective Date”), by and among the Company, Symbotic Holdings LLC, a Delaware limited liability company (the “Initial Symbotic Member” and, together with any successor or Permitted Transferee thereof, the “Symbotic Member”), Sunlight Investment Corp., a Delaware corporation (the “Initial SB Member” and, together with any successor or Permitted Transferee thereof, the “SB Member”), each as Members of the Company, and each other Person who may become a Member after the Effective Date in accordance with the provisions of this Agreement. The Company and the Members are each referred to as a “Party.” Certain capitalized terms used in this Agreement have the meanings set forth in the body of this Agreement. Unless otherwise specified in this Agreement or the context otherwise requires, any capitalized terms used i
FRAMEWORK AGREEMENT by and among SYMBOTIC INC., SYMBOTIC HOLDINGS LLC, SYMBOTIC LLC, SUNLIGHT INVESTMENT CORP., SVF II STRATEGIC INVESTMENTS AIV LLC and GREENBOX SYSTEMS LLC July 23, 2023Framework Agreement • July 24th, 2023 • Symbotic Inc. • General industrial machinery & equipment, nec • Delaware
This FRAMEWORK AGREEMENT (this “Agreement”) is being entered into as of July 23, 2023 by and among Symbotic Inc., a Delaware corporation (“Symbotic”), Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic Holdings”), and Symbotic LLC, a Delaware limited liability company (“Symbotic LLC” and, together with Symbotic and Symbotic Holdings, the “Symbotic Group”), Sunlight Investment Corp., a Delaware corporation (“Sunlight”), SVF II Strategic Investments AIV LLC, a Delaware limited liability company (“SVF” and, together with Sunlight the “SB Group”), and GreenBox Systems LLC, a Delaware limited liability company (“GreenBox” and, together with the Symbotic Group and the SB Group, the “Parties”).
MASTER SERVICES, LICENSE AND EQUIPMENT AGREEMENT by and between GreenBox Systems LLC and Symbotic LLC Dated July 23, 2023Equipment Agreement • July 24th, 2023 • Symbotic Inc. • General industrial machinery & equipment, nec • Delaware
This Master Services, License and Equipment Agreement (this “Agreement”), dated July 23, 2023 (the “Effective Date”), is entered into by and between GreenBox Systems LLC, a Delaware limited liability company (“Customer”), and Symbotic LLC, a Delaware limited liability company (“Symbotic,” and, collectively with Customer, the “Parties”). Unless otherwise defined in this Agreement or context otherwise requires, capitalized terms shall have the meanings ascribed to such terms in Exhibit A.
