UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Berkshire Grey, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

084656107

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 7, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	SVF II BG (DE) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			65,567,317
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,567,317
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,567,317
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	28.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Limited Liability Company)

1	NAMES OF REPORTING PERSONS
	SVF II Holdings (DE) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			65,567,317
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,567,317
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,567,317
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	28.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Limited Liability Company)

1	NAMES OF REPORTING PERSONS
	SVF II Aggregator (Jersey) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			65,567,317
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,567,317
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,567,317
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	28.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	SoftBank Vision Fund II-2 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			65,567,317
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,567,317
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,567,317
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	28.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	SB Global Advisers Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			65,567,317
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,567,317
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,567,317
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	28.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	SoftBank Group Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

EXPLANATORY NOTE

This Amendment No. 1 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 23, 2021 (as amended by this Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of SVF II BG (DE) LLC, a Delaware limited liability company, SVF II Holdings (DE) LLC, a Delaware limited liability company, SVF II Aggregator (Jersey) L.P., a Jersey limited partnership, SoftBank Vision Fund II-2 L.P., a Jersey limited partnership, SB Global Advisers Limited, a limited company organized under the laws of England and Wales and SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank” and together with SVF II BG (DE) LLC, SVF II Holdings (DE) LLC, SVF II Aggregator (Jersey) L.P., SoftBank Vision Fund II-2 L.P. and SB Global Advisers Limited, the “Reporting Persons”), with respect to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Berkshire Grey, Inc., a Delaware corporation (the “Issuer”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged.  Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:

SoftBank is a Japanese publicly traded holding company that manages its holdings and conducts its operations through various subsidiaries. The principal business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. The officers and directors of SoftBank are set forth in Appendix A to this Schedule 13D Amendment. During the last five years, none of SoftBank or the persons set forth in Appendix A (i) have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:

 

The description of the Potential Transaction set forth and defined in Item 4 of this Schedule 13D Amendment is incorporated herein by reference. It is anticipated that funding for the cash consideration payable pursuant to the Indication of Interest will be obtained through the Reporting Persons’ existing resources, including cash on hand.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

 

On February 7, 2023, SoftBank delivered a non-binding letter (the “Indication of Interest”) to, the Chief Executive Officer of the Issuer, in which SoftBank proposed to, directly or via an affiliate, purchase all of the outstanding capital stock of the Issuer at a per-share price of $1.30 (the “Potential Transaction”). The terms and signing of the Potential Transaction is subject to certain conditions, including completion of a due diligence review, negotiation and agreement of transaction structure and transaction documents, approval of the Potential Transaction by SoftBank’s Investment Committee and the Issuer’s board of directors. No assurance can be given that definitive transaction agreements with respect to the Indication of Interest will be entered into or whether the Potential Transaction will eventually be consummated.

 

The Potential Transaction could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of the Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a change to the present board of directors of the Issuer and a change to the present capitalization or dividend policy of the Issuer. The Reporting Persons are expected to take actions in furtherance of the Indication of Interest or any amendment thereof.

 

CUSIP No. 084656107

13D

Page 9 of 10 pages

 

SoftBank may at any time, or from time to time, amend, pursue, or choose not to pursue the Potential Transaction; change the terms of the Potential Transaction contemplated by the Indication of Interest, including the price, conditions, or scope of the Potential Transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Potential Transaction; otherwise seek control or seek to influence the management and policies of the Issuer; or change their intentions with respect to any such matters.

 

A copy of the Indication of Interest is filed as Exhibit 4 to this Schedule 13D Amendment, and is incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended by the following:

 

The information set forth in Item 6 of this Schedule 13D Amendment is hereby incorporated by reference.

 

(a) – (b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D Amendment and the information set forth in Item 6 is incorporated herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 233,296,411 shares of Class A Common Stock outstanding on November 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022.

 

SoftBank expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by the other Reporting Persons because it has no voting or investment control over the shares.

(c)	During the past 60 days none of the Reporting Persons nor the Related Persons or persons listed in Appendix A have effected any transactions in the Class A Common Stock.

(d)	Not applicable.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by incorporating by reference the description of the Potential Transaction, the Indication of Interest and the other matters set forth in Item 4 above.

Item 7.

Materials to be Filed as Exhibits

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 9, 2023

APPENDIX A

SOFTBANK GROUP CORP.

Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

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Exhibit 3

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 9th day of February, 2023.

 

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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.

CONFIDENTIAL


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

ACCEPTED AND AGREED:

BERKSHIRE GREY, INC.



By:_ _ _ _ _ _ _ _ _ _ _ _ _ _
Name:_ _ _ _ _ _ _ _ _ _ _ _ _
Title:     _
Date:_ _ _ _ _ _ _ _ _ _ _ _ _ _