PREM14A 1 ny20008555x1_prem14a.htm PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE

THE SECURITIES ACT OF 1933

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12

Berkshire Grey, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

☐			No fee required.
☐			Fee paid previously with preliminary materials.
☒			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MAY 2, 2023

BERKSHIRE GREY, INC.

140 South Road

Bedford, MA 01730

, 2023

Dear Berkshire Grey Stockholder:

You are invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of Berkshire Grey, Inc., which we refer to as “Berkshire Grey” or the “Company,” to be held on , 2023, at [a.m./p.m.] Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/BGRY2023SM.

On March 24, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank” or “Parent”), Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”) as a subsidiary of SoftBank. SoftBank and Merger Sub are affiliates of certain investment funds managed by SoftBank, which held approximately 27.0% of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting as of April 10, 2023.

At the Special Meeting, you will be asked to consider and vote upon: (i) a proposal to approve and adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve and adopt an amendment (the “Charter Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, dated July 21, 2021 (the “Certificate of Incorporation”), to (a) increase the number of authorized shares of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”), from 385,000,000 to 700,000,000 and (b) increase the number of authorized shares of Company common stock (as defined below) from 400,000,000 to 715,000,000 (the “Charter Amendment Proposal”) and (iii) one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal or the Charter Amendment Proposal (the “Adjournment Proposal” and, together with the Merger Agreement Proposal and the Charter Amendment Proposal, the “Proposals”).

If the Merger is completed, each outstanding share of Class A common stock and Class C common stock, par value $0.0001, of the Company (the “Class C common stock” and, together with the Class A common stock, the “Company common stock”) outstanding immediately prior to the effective time of the Merger (other than (i) restricted shares of Company common stock that are not vested (the “Company Restricted Shares”), (ii) shares of Company common stock owned by the Company as treasury stock or by Merger Sub (the “Company Treasury Shares”) and (iii) shares of Company common stock that are owned by stockholders of the Company who did not vote in favor of the Merger Agreement Proposal and who have perfected and not withdrawn a demand for appraisal rights with respect to such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Dissenting Shares”) will be automatically converted into the right to receive $1.40 per share in cash, without interest, which we refer to as the “Merger Consideration.”

The Board, in consultation with independent financial and legal advisors and Management, evaluated the Merger Agreement and the Merger Transactions and unanimously: (i) determined that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including the holders of shares of Company common stock not owned, directly or indirectly, by Parent or its affiliates (the “Unaffiliated Voting Shares”), and fair (as used in Item 1014(a) of Regulation M-A)

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to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act (the “Unaffiliated Stockholders”); (ii) determined the Charter Amendment to be advisable and in the best interests of the Company and its stockholders and (iii) recommends that the stockholders of the Company vote in favor of the Proposals.

Approval of each of the Merger Agreement Proposal and the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock entitled to vote on such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast for such proposal.

The Merger Agreement, the Merger and the Charter Amendment have been unanimously approved and recommended by the Board. The Board, by a unanimous vote of the Company’s directors, recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the shares of Company common stock outstanding and entitled to vote on the Merger Agreement Proposal. We cannot complete the Charter Amendment unless the Charter Amendment Proposal is approved by the affirmative vote of the holders of a majority of the shares of Company common stock outstanding and entitled to vote on the Charter Amendment Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that are included on the enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. The completion of the Merger is not conditioned upon the approval of the Charter Amendment Proposal or the Adjournment Proposal.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement, the Merger Transactions and the Charter Amendment. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and a copy of the Charter Amendment is attached as Annex B to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement, the Charter Amendment and the documents referred to or incorporated by reference in this proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 16 in our Annual Report on Form 10-K for the year ended December 31, 2022, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

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If you have any questions or need assistance voting your shares of Company common stock, please contact Laurel Hill Advisory Group, the Company’s proxy solicitor in connection with the Special Meeting:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201, Jericho, NY 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

Thank you in advance for your cooperation and continued support.

			Sincerely,

			Thomas Wagner Chief Executive Officer

The accompanying proxy statement is dated , 2023, and is first being mailed to the Company’s stockholders on or about , 2023.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE MERGER TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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BERKSHIRE GREY, INC.

140 South Road

Bedford, MA 01730

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD , 2023

Dear Berkshire Grey Stockholder:

You are cordially invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of Berkshire Grey, Inc. (“Berkshire Grey,” the “Company” or “us”) to be held on , 2023, at [a.m./p.m.] Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/BGRY2023SM. The Special Meeting will be held for the following purposes:

To consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 24, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank” or the “Parent”), Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank (“Merger Sub”), and Berkshire Grey, pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of SoftBank (the “Merger Agreement Proposal”).

To consider and vote on the proposal to approve and adopt an amendment (the “Charter Amendment”) to Berkshire Grey’s Third Amended and Restated Certificate of Incorporation, dated July 21, 2021, (i) to increase the authorized shares of the Company’s Class A common stock, par value $0.0001 per share, from 385,000,000 to 700,000,000 and (ii) to increase the number of authorized shares of Company common stock from 400,000,000 to 715,000,000 (the “Charter Amendment Proposal”).

To consider and vote on one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal or the Charter Amendment Proposal (the “Adjournment Proposal”).

These items of business are more fully described in the proxy statement of which this notice forms a part. The Company will transact no other business at the Special Meeting, except such business as may properly be brought before the Special Meeting by or at the direction of the Board.

The record date for the Special Meeting is , 2023 (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, a stockholder who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of Delaware law, will have the right to seek appraisal of the fair value of its shares in accordance with Section 262. The procedures for exercising appraisal rights are summarized in the proxy statement accompanying this notice and a copy of Section 262 is reproduced in its entirety in Annex D to the accompanying proxy statement.

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The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger Transactions and the Charter Amendment. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement, Charter Amendment and the documents referred to or incorporated by reference in this proxy statement. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact the Company’s proxy solicitor:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201, Jericho, NY 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

			By Order of the Board of Directors,

			Thomas Wagner
			Chief Executive Officer

			Boston, Massachusetts
			, 2023

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

to Be Held on , 2023.

The Notice of Special Meeting of Stockholders and our Proxy Statement are available at www.proxyvote.com.

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			Page
SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			11
SPECIAL FACTORS			19
THE MERGER AGREEMENT			68
THE VOTING AND SUPPORT AGREEMENTS			86
THE CONVERTIBLE NOTE PURCHASE AGREEMENT			88
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION			92
PARTIES TO THE MERGER			94
THE SPECIAL MEETING			95
PROPOSAL 1 — THE MERGER AGREEMENT PROPOSAL			100
PROPOSAL 2 — THE CHARTER AMENDMENT PROPOSAL			101
PROPOSAL 3 — THE ADJOURNMENT PROPOSAL			103
OTHER IMPORTANT INFORMATION REGARDING THE COMPANY			104
OTHER IMPORTANT INFORMATION REGARDING THE SOFTBANK ENTITIES			110
DELISTING AND DEREGISTRATION OF CLASS A COMMON STOCK AND PUBLIC WARRANTS			115
STOCKHOLDER PROPOSALS AND NOMINATIONS			116
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			117
WHERE YOU CAN FIND MORE INFORMATION			118
Annex A Agreement and Plan of Merger			A-1
Annex B Amendment to the Certificate of Incorporation			B-1
Annex C Opinion of Credit Suisse Securities (USA) LLC			C-1
Annex D Section 262 of the General Corporation Law of the State of Delaware			D-1
Annex E Form of Voting and Support Agreement			E-1
Annex F Convertible Note Purchase Agreement			F-1

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SUMMARY TERM SHEET

The following summary term sheet highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic. See the section of this proxy statement entitled “Where You Can Find More Information.”

Certain Defined Terms

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

•

“Adjournment Proposal” are to one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal and the Charter Amendment Proposal;

•

“Adverse Proposal” are to (i) any Takeover Proposal; (ii) other than the Charter Amendment Proposal, any change in the present capitalization of the Company or any amendment or other change to the Certificate of Incorporation and the Company Bylaws (or the equivalent organizational documents) of the Company and its subsidiaries as in effect on March 24, 2023 in contravention of the Merger Agreement or the actions contemplated thereby; (iii) any action, proposal or transaction that would reasonably be expected to result in a breach in any material respect of any covenant, agreement, representation or warranty or any other obligation of the Company set forth in the Merger Agreement or of any stockholder contained in the Voting Agreements; (iv) any other action, proposal or transaction that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or prevent the consummation of, or otherwise adversely affect, the Merger, the Merger Transactions or the other transactions contemplated by the Voting Agreements; or (v) any changes in the majority of the members of the Board based on the Board’s composition as of March 24, 2023;

•

“Adverse Recommendation Change” are the following: (i) failure to make, withdraw, qualify, modify or amend, or agree to or publicly propose to withdraw, qualify, modify or amend, the Company Board Recommendation in any manner adverse to Parent (it being understood that it will be considered an Adverse Recommendation Change if any Takeover Proposal structured as a tender or exchange offer is commenced and the Board, including the Special Committee, fails to publicly (x) recommend against the acceptance of such tender or exchange offer by the holders of Company common stock, and (y) reaffirm the Company Board Recommendation, in each case within 10 business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act), or (ii) approval, recommendation, or declaring advisable or publicly proposing to approve, recommend, or declare advisable, a Takeover Proposal;

•	“Berkshire Grey,” “Company,” “us,” “our” or “we” are to Berkshire Grey, Inc., a Delaware corporation;

•	“Board” are to the board of directors of the Company;

•	“Certificate of Incorporation” are to the Company’s Third Amended and Restated Certificate of Incorporation, dated July 21, 2021;

•	“Charter Amendment” are to the amendment to the Certificate of Incorporation (i) to increase the number of authorized shares of Class A common stock from 385,000,000 to 700,000,000 and (ii) to increase the number of authorized shares of Company common stock from 400,000,000 to 715,000,000;

•	“Charter Amendment Proposal” are to the proposal to approve the Charter Amendment;

•	“Class A common stock” are to the Class A common stock, par value $0.0001 per share, of the Company;

•	“Class C common stock” are to the Class C common stock, par value $0.0001 per share, of the Company;

•	“Code” are to the Internal Revenue Code of 1986, as amended;

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•	“Company Bylaws” are to the Company’s Amended and Restated Bylaws, as currently in effect;

•	“Company common stock” are to the Class A common stock and the Class C common stock, collectively;

•	“Company warrants” are to the Public Warrants, the Private Placement Warrants and the Fedex Warrant, collectively;

•	“Company Holder” are to the Company Stockholders and warrantholders;

•	“Company Option” are to each option to purchase shares of Company common stock;

•

“Company Option Cash Out Amount” are to the amount in cash equal to the amount, if any, by which (A) the Merger Consideration that in respect of the shares of Company common stock issuable upon exercise of an In-the-Money Option had such In-the-Money Option been exercised in full prior to the Effective Time exceeds (B) the aggregate exercise price for such In-the-Money Option (net of tax withholdings);

•	“Company Restricted Shares” are to unvested restricted shares of Company common stock;

•	“Company RSUs” are to each restricted stock unit to acquire shares of Company common stock granted under the Company’s stock plans.

•

“Company RSU Cash Out Amount” are to the amount in cash equal to the Merger Consideration that would be payable in respect of the shares of Company common stock issuable upon settlement of the Vested Company RSU had the settlement occurred immediately prior to the Effective Time (net of tax withholdings);

•	“Company Stockholder Approval” are to the adoption of the Merger Agreement by the holders of a majority of the shares of Company common stock that are outstanding and entitled to vote thereon at the Special Meeting, voting together as a single class;

•	“Company Stockholders” are to the Company’s stockholders, including the stockholders holding the Unaffiliated Voting Shares;

•	“Convertible Note Purchase Agreement” are to the Convertible Note Purchase Agreement, dated as of March 24, 2023, by and between the Company and Backgammon Investment Corp., a wholly owned subsidiary of Parent;

•	“DGCL” are to the General Corporation Law of the State of Delaware, as amended;

•

“Dissenting Shares” are to any shares of Company common stock that are issued and outstanding immediately prior to the Effective Time and for which the holder thereof is entitled to demand and properly demands the appraisal of such shares in accordance with, and complies in all respects with, Section 262 of the DGCL;

•	“Effective Time” are to the date and time of the filing of the certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties and specified in the certificate of merger;

•	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•	“Excluded Shares” are to each share of Company common stock owned by the Company as treasury stock or owned by Merger Sub immediately before the Effective Time;

•	“FedEx Warrant” are to that certain Warrant, dated July 29, 2022, in favor of FCJI, Inc.;

•	“GAAP” are to the United States generally accepted accounting principles;

•	“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

•	“ICA” are to the Investment Canada Act, R.S.C. c.28 (1st Supp.), as amended, including the regulations thereto;

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•	“In-the-Money Company Option” are to each Company Option that has a per share exercise price less than the Merger Consideration that would be payable in respect of the Company stock underlying such Company Option;

•	“IRS” are to the Internal Revenue Service of the United States;

•	“Merger” are to the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned Subsidiary of Parent;

•	“Merger Agreement” are to the Agreement and Plan of Merger, dated as of March 24, 2023, by and among Parent, Merger Sub, and the Company, as it may be amended from time to time;

•	“Merger Agreement Proposal” are to the proposal to approve and adopt the Merger Agreement;

•	“Merger Consideration” are to the right to receive $1.40 per share of Company common stock for each share of Company common stock issued and outstanding immediately before the Effective Time (other than Excluded Shares, Dissenting Shares and Company Restricted Shares);

•	“Merger Sub” are to Backgammon Acquisition Corp., a Delaware corporation;

•	“Merger Transactions” are to the Merger and the other transactions contemplated under the Merger Agreement;

•	“Nasdaq” are to The Nasdaq Global Select Market or any successor thereto;

•	“Outside Date” are to December 24, 2023, as such may be extended pursuant to the Merger Agreement;

•	“Parent” or “SoftBank” are to SoftBank Group Corp., a Japanese kabushiki kaisha;

•	“Private Placement Warrants” are to 5,166,667 warrants for Class A common stock that were sold in a private placement to RAAC Management, LLC at an exercise price of $11.50;

•	“Public Warrants” are to 9,583,333 redeemable warrants for Class A common stock held by public investors with an exercise price of $11.50;

•	“Record Date” are to , 2023, the record date for the Special Meeting;

•	“SEC” are to the U.S. Securities and Exchange Commission;

•	“Section 262” are to the Section 262 of the DGCL;

•	“Securities Act” are to the Securities Act of 1933, as amended;

•	“SoftBank Entities” are to SoftBank, Merger Sub, Backgammon Investment Corp., and the SoftBank Stockholders;

•	“SoftBank Stockholders” are to 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;

•	“Special Committee” are to the special committee of the Board;

•	“Special Meeting” are to the special meeting of the stockholders of the Company to be held on , 2023, at [a.m./p.m.] Eastern Time, including any adjournment or postponement thereof;

•

“Superior Proposal” are any bona fide written Takeover Proposal that was not solicited and did not otherwise result from a violation of the Merger Agreement that the Board has determined in its good faith judgment (after consultation with its financial advisor and outside legal counsel) (i) would be more favorable to the Company Stockholders (solely in their capacity as such) from a financial point of view than the Merger and the other transactions contemplated by the Merger Agreement and (ii) is reasonably likely to be consummated in accordance with its terms on a timely basis, in each case, taking into account all legal, regulatory, financial, financing and other aspects of such proposal and of the Merger Agreement; however for purposes of the definition of “Superior Proposal,” the references to “15%” in the definition of Takeover Proposal will be deemed to be references to “50%”;

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•	“Surviving Corporation” are to Berkshire Grey, Inc., as the surviving corporation and a wholly owned Subsidiary of Parent following the Merger;

•

“Takeover Proposal” are to any proposal or offer relating to a single direct or indirect transaction or series of related direct or indirect transactions, to (i) a spin-off, share exchange (including a split-off) or business combination involving 20% or more of the capital stock of the Company or any of its subsidiaries or consolidated assets of the Company and its subsidiaries, taken as a whole, (ii) a sale, lease, license, exchange, mortgage, transfer or other disposition of assets representing 20% or more of the consolidated assets, revenues or gross profits of the Company and its subsidiaries, taken as a whole, (iii) a purchase or other acquisition or sale of, or other transaction with respect to, shares of capital stock or other securities in which any person or “group” (as such term is defined under the Exchange Act) would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 20% or more of the voting power of the capital stock of the Company or any of its subsidiaries, including by way of a tender offer or exchange offer, (iv) a merger, reorganization, recapitalization, consolidation, business combination, liquidation, dissolution or similar transaction involving the Company or any Subsidiary of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or (v) any combination of the foregoing;

•	“Termination Fee” are to an amount in cash of $13,658,000;

•	“Transfer Agent” are to the Continental Stock Transfer & Trust Company;

•	“Unaffiliated Stockholders” are to the Company’s “unaffiliated security holders” as defined under Rule 13e-3 of the Exchange Act;

•	“Unaffiliated Voting Shares” are to those shares of Company common stock not owned, directly or indirectly, by Parent or its affiliates;

•	“Unvested Company RSUs” are to each Company RSU that is not vested as of immediately prior to the Effective Time;

•	“Vested Company RSUs” are to each Company RSU that is vested as of immediately prior to the Effective Time;

•	“Vested In-the-Money Company Option” are to each In-the-Money Company Option that is outstanding, vested and unexercised immediately prior to the Effective Time;

•	“Unvested In-the-Money Company Option” are to each In-the-Money Company Option that is outstanding, unvested and unexercised immediately prior to the Effective Time; and

•	“Warrant Agreement” are to that certain Warrant Agreement, dated December 7, 2020, by and between Revolution Acceleration Acquisition Corp and Continental Stock Transfer & Trust Company.

The Merger

On March 24, 2023, the Company entered into the Merger Agreement with SoftBank and Merger Sub. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the Merger. Upon completion of the Merger, the Company will be a wholly owned subsidiary of SoftBank, the Class A common stock and the Public Warrants will no longer be publicly traded and the Company’s existing stockholders will cease to have any ownership interest in the Company.

Parties to the Merger (page 94)

The Company. Berkshire Grey, Inc., a Delaware corporation, helps customers radically change the essential way they do business by delivering game-changing technology that combines AI and robotics to automate fulfillment, supply chain, and logistics operations. Berkshire Grey solutions are a fundamental engine of change that transform pick, pack, move, store, organize, and sort operations to deliver competitive advantage for enterprises serving today’s connected consumers. More information about the Company is available at www.berkshiregrey.com. The information on the Company’s website shall not be deemed incorporated by reference into this proxy statement. The Class A common stock is listed on Nasdaq under the symbol “BGRY”

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and the Public Warrants are listed on Nasdaq under the symbol “BGRYW.” For more information about the Company, see the section of this proxy statement entitled “Parties to the Merger — The Company.”

Parent. Parent, a Japanese kabushiki kaisha, is an investment and holding company headquartered in Tokyo, Japan. For more information about Parent, see the section of this proxy statement entitled “Parties to the Merger — Parent and Merger Sub.”

Merger Sub. Merger Sub, a Delaware corporation, was formed on March 17, 2023, as an indirect, wholly owned subsidiary of Parent, solely for the purpose of completing the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Merger. For more information about Merger Sub, see the section of this proxy statement entitled “Parties to the Merger — Parent and Merger Sub.”

Consideration to be Received in the Merger (page 69)

Company Common Stock

At the Effective Time, each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, Dissenting Shares and Company Restricted Shares) will be automatically converted into the right to receive $1.40 per share in cash, without interest, which we refer to as the “Merger Consideration.”

Company Warrants

At the Effective Time, each outstanding warrant to purchase shares of Company common stock pursuant to the Warrant Agreement will be automatically converted into a warrant exercisable for the Merger Consideration that such holder would have received if such warrant had been exercised immediately prior to the Effective Time, subject to exceptions.

At the Effective Time, each outstanding warrant to purchase shares of Company common stock pursuant to the FedEx Warrant will be subject to Section 12(iii) of the FedEx Warrant, and FCJI, Inc. will have the right to exercise such warrants in exchange for the exercise price set forth in the FedEx Warrant. Upon such exercise, the holder of the FedEx Warrant will be eligible to receive cash equal to the Merger Consideration multiplied by the number of shares of Company common stock for which such FedEx Warrant was exercisable immediately prior to the Effective Time.

Company Equity Awards

At the Effective Time:

•	each Vested In-the-Money Company Option will be canceled in exchange for the Company Option Cash Out Amount;

•

each Unvested In-the-Money Company Option will automatically be canceled and converted into the opportunity to be paid an amount in cash equal to the product of (a) the number of shares of Company common stock subject to such Unvested In-the-Money Company Option as of immediately prior to the Effective Time multiplied by (b) the Company Option Cash Out Amount (the “Option Converted Cash Award”), subject to the same vesting terms, termination-related provisions and other conditions that applied to the associated Unvested In-the-Money Company Option immediately prior to the Effective Time;

•	all Company Options that are not In-the-Money Company Options will be canceled at the Effective Time without payment of any consideration;

•	each Vested Company RSU will be canceled and converted into the right to receive an amount in cash equal to the Company RSU Cash Out Amount;

•

each Unvested Company RSU will be canceled and converted as of the Effective Time into the opportunity to be paid an amount in cash equal to the product of (a) the number of shares of Company common stock subject to such Unvested Company RSU as of immediately prior to the Effective Time multiplied by (b) the Merger Consideration (the “RSU Converted Cash Award”), subject to the same time-vesting terms and conditions that applied to the associated Unvested Company RSU immediately prior to the Effective Time;

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•	each Unvested Company RSU held by a member of the Board will automatically accelerate, subject to such member of the Board continuing in service as a director through the date of the Merger; and

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each Company Restricted Share will automatically and without any required action on the part of the holder thereof or the Company, be canceled in exchange for payment to the holder of such Company Restricted Shares of a contingent cash amount equal to the Merger Consideration that would be payable respect of a share of Company common stock, subject, however, to certain terms and conditions as described below in “—Interests of Executive Officers and Directors of the Company in the Merger.”

For more information, please see the sections entitled “The Merger Agreement — Consideration to be Received in the Merger” and “Special Factors — Certain Effects of the Merger.”

Special Factors (page 19)

Background of the Merger

A description of the background of the Merger, including the Company’s discussions with SoftBank, is included in the section of this proxy statement entitled “Special Factors — Background of the Merger.”

Recommendation of the Board

The Board, in consultation with financial and legal advisors and Management, evaluated the Merger Agreement and the Merger Transactions and unanimously: (i) determined that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; (ii) determined the Charter Amendment is advisable and in the best interests of the Company and its stockholders; and (iii) recommends that the Company Stockholders vote in favor of the Proposals.

In connection with its evaluation of an unrelated potential financing transaction with an affiliate of the Company that is not affiliated with SoftBank or its affiliates, the Board delegated certain powers and authority to the Special Committee to, among other things, consider and evaluate alternatives to such transaction, which would include the Merger. The Special Committee is comprised of two of the non-management, independent directors of the Company who are independent of, and not affiliated with, SoftBank or its affiliates. The Special Committee considered the Merger Agreement and the Merger Transactions in conjunction with the Board, and unanimously recommended that the Board approve and authorize the Merger Agreement and Merger Transactions.

Reasons for the Merger

For a description of the material factors considered by the Board in deciding to recommend approval of the Merger Agreement Proposal and the Charter Amendment Proposal, see the section of this proxy statement entitled “Special Factors — Reasons for the Merger.”

Position of the SoftBank Entities as to the Fairness of the Merger; Purpose and Reasons of the SoftBank Entities for the Merger

Under the SEC rules governing “going-private” transactions, each of the SoftBank Entities is an affiliate of the Company and, therefore, required to express their purposes and reasons for the Merger and their beliefs as to the fairness of the Merger to the Unaffiliated Stockholders. For a description of the SoftBank Entities’ purposes and reasons for the Merger, and their beliefs as to the fairness of the Merger to the Unaffiliated Stockholders, see “Special Factors — Purpose and Reasons of the SoftBank Entities for the Merger” and “Special Factors — Position of the SoftBank Entities as to the Fairness of the Merger.”

Opinion of the Board’s Financial Advisor

On March 23, 2023, Credit Suisse Securities (USA) LLC (“Credit Suisse”) rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to

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the Board dated the same date) as to, as of March 23, 2023, the fairness, from a financial point of view, to the holders of Class A common stock, other than Parent, Merger Sub and their respective affiliates (the “Excluded Holders”), of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Credit Suisse’s opinion was directed to the Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication (financial or otherwise) of the Merger. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, advice or a recommendation to any securityholder as to how such holder should vote or act on any matter relating to the Merger or otherwise.

Interests of Executive Officers and Directors of the Company in the Merger

In considering the Company Board Recommendation, the Company Stockholders should be aware that the executive officers and directors of the Company have certain interests in the transactions that may be different from, or in addition to, the interests of the Company Stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the Merger Transactions, and in making their recommendations with respect to the Merger Agreement. These interests include, among others, severance payments that may be payable following a qualifying termination of an executive officer’s employment under employment agreements (regardless of whether or not the transactions are consummated) and enhanced severance benefits in connection with this Merger under change in control executive severance agreements, the treatment of Company equity awards (including the acceleration of certain unvested equity awards in connection with this Merger), and the provision of indemnification and insurance arrangements pursuant to the Merger Agreement. These interests are discussed in more detail in the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

Material U.S. Federal Income Tax Consequences of the Merger (page 62)

The receipt of cash by U.S. Holders (as defined under “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for shares of Company common stock or Company warrants in the Merger will be a taxable transaction to such Company Holders for U.S. federal income tax purposes. Each such U.S. Holder generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the Company common stock or warrants surrendered in the Merger. Backup withholding taxes may also apply to the cash payments made pursuant to the Merger, unless the U.S. Holder complies with certification procedures under the backup withholding rules.

A Company Holder that is a Non-U.S. Holder (as defined under “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Company common stock or Company warrants for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States (the “U.S.”), but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Company Holders should read the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger.”

This proxy statement contains a general discussion of U.S. federal income tax consequences of the Merger. Company Holders should also consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal estate, gift and other income and other non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

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Financing of the Merger

The Merger is not subject to any financing condition. Parent estimates that the total funds necessary to complete the Merger will be approximately $ million, including related fees and expenses. Parent expects these amounts to be funded with available cash on its balance sheet.

The Merger Agreement (page 68)

A summary of the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement, is described in the section of this proxy statement entitled “The Merger Agreement.” Among other things, the Merger Agreement includes the following terms:

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Effective Time of the Merger; Closing. We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement, we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to SoftBank’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. We expect to complete the Merger promptly after the Company Stockholder Approval is obtained and all required regulatory clearances have been received.

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Conditions to the Merger. The closing of the Merger depends on a number of conditions being satisfied or waived (other than the condition set forth in the first bullet below, which cannot be waived). These conditions, which are described more fully in “The Merger Agreement — Conditions to the Merger,” include:

•	the Company Stockholder Approval shall have been obtained;

•	the absence of any law or order of any governmental authority restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger;

•	any notification and waiting period requirements applicable to the consummation of the Merger under the HSR Act has expired or been terminated;

•	the receipt by Merger Sub of the ICA Clearance (as defined below);

•	the accuracy of each party’s representations and warranties in the Merger Agreement (generally subject to materiality qualifications);

•	the performance, in all material respects, by each party of all obligations required to be performed by it under the Merger Agreement, and the compliance, in all material respects, by each party with all covenants required to be complied with by it under the Merger Agreement;

•	there having not occurred a material adverse effect (as defined in the section entitled “The Merger Agreement — Conditions to the Merger”) with respect to the Company;

•	the termination of certain agreements effective as of and contingent upon the closing of the Merger;

•	the delivery of a resignation letter from each officer and director of the Company, if and as requested by SoftBank; and

•	the delivery of an officer’s certificate by each party with respect to the satisfaction of certain closing conditions.

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No Solicitation of Acquisition Proposals. Except as permitted by the Merger Agreement, the Company must not, among other things, directly or indirectly through its representatives (as defined in the section entitled “The Merger Agreement — No Solicitation of Acquisition Proposals; Adverse Recommendation Changes”), solicit, initiate, or knowingly facilitate or encourage any inquiry, proposal or offer regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal. Notwithstanding the foregoing, the Company may, prior to the receipt of the Company Stockholder Approval, in response to an unsolicited, bona fide written Takeover Proposal that did not result from a breach of the Company’s non-solicitation obligations, subject to certain conditions, provide information and participate in discussions or negotiations with a third party who has

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made such a bona fide written Takeover Proposal, if and only if the Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Takeover Proposal either constitutes or is reasonably expected to lead to a Superior Proposal, and that the failure to provide information and participate in such discussions or negotiations would be inconsistent with its fiduciary duties pursuant to applicable law.

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Board Recommendation Changes. Notwithstanding the restrictions described above, under certain circumstances, the Company may, prior to the receipt of the Company Stockholder Approval, make an Adverse Recommendation Change and terminate the Merger Agreement in response to a Superior Proposal received by the Board and subject to the Company’s compliance with certain procedures. In addition, under certain circumstances and subject to the Company’s compliance with the Merger Agreement, the Company may, prior to the receipt of the Company Stockholder Approval, make an Adverse Recommendation Change in response to an Intervening Event. The non-solicitation provisions are described in more detail in the section of this proxy statement entitled “The Merger Agreement — No Solicitation of Acquisition Proposals; Adverse Recommendation Changes.”

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Termination and Termination Fees. The Merger Agreement contains certain termination rights, including, among other things, the right of either party to terminate the Merger Agreement if the Merger has not occurred by the Outside Date and the right of the Company to terminate the Merger Agreement to accept a Superior Proposal, subject to specified exceptions and limitations, and provides that upon termination of the Merger Agreement by the Company or SoftBank in certain circumstances, including a termination by SoftBank as a result of an Adverse Recommendation Change or a termination by the Company to enter into an alternative acquisition agreement providing for a Superior Proposal, the Company will be required to pay to Parent the Termination Fee. For further discussion of the rights of the Company or SoftBank to terminate the Merger Agreement and the circumstances in which the Termination Fee will be payable, see the section of this proxy statement entitled “The Merger Agreement — Termination.”

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Specific Performance. The parties are entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement or to enforce specifically the terms of the Merger Agreement.

The Voting and Support Agreements (page 86)

On March 24, 2023, the Company and Parent entered into voting and support agreements (the “Voting Agreements”) with Thomas Wagner, the Company’s Chief Executive Officer, and three of the Company’s largest stockholders (certain entities related to Vinod Khosla (Khosla Ventures Seed B LP, Khosla Ventures Seed B (CF), LP and Khosla Ventures V, LP) and New Enterprise Associates 15, L.P. (New Enterprise Associates 15, L.P. and NEA Ventures 2016, L.P.) and Canaan X, L.P.) (collectively, the “Supporting Stockholders”), who collectively own approximately % of the voting power of the issued and outstanding shares of the Company common stock entitled to vote at the Special Meeting as of the Record Date. Pursuant to the Voting Agreements, the Supporting Stockholders each agreed to vote, or cause to be voted, all of the shares of Company common stock it beneficially owns in favor of (i) the adoption of the Merger Agreement, approval of the Merger and the Merger Transactions and other matters that would be reasonably expected to facilitate the Merger and the Merger Transactions and (ii) the adoption of the Charter Amendment. Additionally, the Supporting Stockholders agreed to vote against: (a) any Adverse Proposal; (b) other than the Charter Amendment, any change in the present capitalization of the Company or any amendment or other change to the Company’s organizational documents in contravention of the Convertible Note Purchase Agreement or the actions contemplated thereby; (c) any action, proposal or transaction that would reasonably be expected to result in a breach in any material respect of any covenant, agreement, representation or warranty or any other obligation of the Company set forth in the Convertible Note Purchase Agreement or of any Supporting Stockholder contained in the Voting Agreements; (d) any other action, proposal or transaction that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or prevent the consummation of, or otherwise adversely affect, the transactions contemplated by the Voting Agreements or the Convertible Note Purchase Agreement; or (e) any changes in the majority of the members of the Board based on the Board’s composition as of the date the Voting Agreements were signed.

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In addition, pursuant to the Voting Agreements, each of the Supporting Stockholders agreed to (i) not transfer their respective shares of Company common stock prior to the Expiration Time (as defined below) and (ii) a customary non-solicitation, including to not solicit, initiate, or knowingly facilitate or encourage an alternative transaction. The Voting Agreements will terminate automatically at the Expiration Time; provided that a Supporting Stockholder may terminate the Voting Agreement as to itself upon the entry by the Company without the prior written consent of such Supporting Stockholder into any amendment, waiver or modification to the Merger Agreement that results in (a) a change to the form of consideration to be paid thereunder or (b) a decrease in the Merger Consideration. For more information, see the section of this proxy statement entitled “The Voting and Support Agreements.”

The Convertible Note Purchase Agreement (page 88)

On March 24, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”) with Backgammon Investment Corp., a Delaware corporation and wholly owned subsidiary of Parent (“BIC”), under which the Company may issue, and BIC agreed to purchase, up to $60 million in aggregate principal amount of convertible senior unsecured notes (the “Notes”) prior to the consummation of the Merger (the “Closing”) and subject to certain conditions. The Convertible Note Purchase Agreement permits the Company to draw up to $12 million in any 30-day period, if the Company’s cash balance is below $30 million. The Notes will mature on the earlier of (i) six months following the termination of the Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted. The Notes bear interest at a rate of 20% per year compounded semi-annually, which is payable in-kind semi-annually in arrears by increasing the principal amount of the Notes. In the event of payment defaults on interest or principal when due, the interest rate will be increased to 25%.

As of May 1, 2023, the Company has issued Notes to BIC in the aggregate principal amount of $12 million.

Holders of the Notes will be permitted to convert the Notes into shares of Class A common stock in connection with the Closing or at any time after the Merger Agreement has been terminated without consummation of the Merger. The initial conversion rate for the Notes will be 714.2857 shares of Class A common stock for each $1,000 principal amount of Notes (the “Conversion Rate”), which is equivalent to an initial conversion price of approximately $1.40 per share of Class A common stock. The Conversion Rate is subject to adjustment under certain circumstances in accordance with the terms of the Convertible Note Purchase Agreement.

In the event of the occurrence of one or more specified change of control transactions (other than in connection with the Merger and the transactions contemplated by the Merger Agreement) (each a “Change of Control Transaction”), each holder of Notes will have the right: (i) to require the Company to repurchase such Notes at a repurchase price of 100% of the principal amount thereof plus accrued and unpaid interest thereon or (ii) immediately prior to the consummation of any such Change of Control Transaction, to convert the Notes into shares of Class A common stock at then applicable Conversion Rate.

At any time following the termination of the Merger Agreement without the consummation of the Merger, the Company may redeem the Notes for cash, at its option, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the outstanding Notes, plus all accrued but unpaid interest under such Notes to, but excluding, the date of redemption.

The Convertible Note Purchase Agreement contains various covenants, customary representations and warranties and events of default, and provides certain demand and piggyback registration rights with respect to the shares of Class A common stock issuable upon conversion of the Notes.

For more information about the Convertible Note Purchase Agreement, see the section of this proxy statement entitled “Convertible Note Purchase Agreement.”

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement, the Charter Amendment and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement entitled “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

Q.	Why am I receiving this proxy statement?

A. The Company is soliciting proxies for the Special Meeting to be held at [a.m./p.m.] on , 2023, via live audio webcast on the Internet at www.virtualshareholdermeeting.com/BGRY2023SM and any adjournment or postponement thereof. You are receiving this proxy statement because you own shares of Company common stock. The Company is holding the Special Meeting so that its stockholders may vote on the Merger Agreement Proposal, the Charter Amendment Proposal and the Adjournment Proposal. The approval of the Merger Agreement Proposal is a condition to the consummation of the Merger. The approval of the Charter Amendment Proposal and the Adjournment Proposal are not conditions to the consummation of the Merger. See the section of this proxy statement entitled “The Merger Agreement — Conditions to the Merger.”

This proxy statement contains important information about the Merger, the Charter Amendment and the Special Meeting, and you should read it carefully. The enclosed proxy card allows you to vote your shares of Company common stock without attending the Special Meeting.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of Company common stock, please see the section of this proxy statement entitled “The Special Meeting.”

Q.	As a common stockholder, what will I receive in the Merger?

A. If the Merger is completed, you will have the right to receive $1.40 in cash, without interest and less any applicable withholding taxes payable in respect thereof, for each share of Company common stock you own immediately prior to the Effective Time, unless you are entitled to demand and have properly demanded appraisal for shares of Company common stock in accordance with, and you comply in all respects with, Section 262, in which case you will be entitled to the rights provided by Section 262.

Q.	How does the Merger Consideration compare to the market price of the Company’s common stock?

A. The Merger Consideration represents a premium of approximately 18% to the closing price of Company common stock on March 23, 2023, the last trading day prior to the date of the Merger Agreement.

Q.	When do you expect the Merger to be completed?

A. We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement, we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to SoftBank, Merger Sub and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the Company Stockholder Approval is obtained, the Board will not have the right to terminate the Merger Agreement in order to accept any Superior Proposal. We expect to complete the Merger promptly after the Company Stockholder Approval is obtained and all required regulatory clearances have been received.

Q.	What happens if the Merger is not completed?

A. If the adoption of the Merger Agreement is not approved by our stockholders, or if the Merger is not completed for any other reason, our stockholders will not receive any payment for their shares of Company common stock pursuant to the Merger Agreement. Instead, we will remain a public company and the Class A

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common stock and Public Warrants will continue to be registered under the Exchange Act and listed on Nasdaq, and in some circumstances we may be required to pay to SoftBank the Termination Fee of $13,658,000 in cash. See the section entitled “The Merger Agreement — Termination Fee” for a discussion of the circumstances under which such Termination Fee may be required to be paid.

Q.	If the Merger is completed, when can I expect to receive the Merger Consideration for my shares of Company common stock?

A. It is expected that you will receive the Merger Consideration to which you are entitled promptly after the completion of the Merger once you have provided the paying agent with any documentation required by the paying agent. For more information, see the section of this proxy statement entitled “The Merger Agreement — Surrender and Payment Procedures.”

Q.	What will happen to shares of Company common stock that I currently own after the completion of the Merger?

A. Upon the completion of the Merger, your shares of Company common stock will be converted into the right to receive (i) the Merger Consideration, or (ii) if you have properly demanded (and not properly withdrawn your demand for) appraisal for your shares of Company common stock in accordance, and otherwise complied, with Section 262, the rights provided by Section 262. Trading in shares of Class A common stock and Public Warrants on Nasdaq will cease, price quotations for shares of Class A common stock and Public Warrants will no longer be available, and we will cease filing periodic and other reports with the SEC.

Q.	Do any of the Company’s executive officers or directors have any interest in the Merger that is different from mine?

A. Our executive officers and directors have interests in the Merger that may be different from, or in conflict with, your interests as a stockholder. The members of the Board were aware of these additional interests and considered them, among other matters, during their deliberations on the merits of the Merger and in making their recommendations with respect to the Proposals and evaluating and overseeing the negotiation of the Merger Agreement. For a description of the interests of our executive officers and directors in the Merger, see the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

Q.	Who can vote at the Special Meeting?

A. Stockholders who owned shares of Company common stock as of the close of business on , 2023, the Record Date for the Special Meeting, are entitled to receive notice of, and to vote virtually at, the Special Meeting, or any adjournment or postponement thereof.

As of the Record Date, the Company had issued and outstanding shares of common stock entitled to vote at the Special Meeting, comprised of shares of Class A common stock and shares of Class C common stock.

Q.	What is the difference between being a “stockholder of record” and a “beneficial owner” of shares of Company common stock held in “street name”?

A. If, on the Record Date, your shares of Company common stock are registered directly in your name with the Company’s Transfer Agent, you are considered, with respect to those shares, the stockholder of record.

If your shares of Company common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.”

Q.	What is a quorum?

A. The presence, virtually or by proxy of the holders of a majority of the voting power of all outstanding shares the Company’s capital stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. If you submit a properly executed proxy card, even if you vote “AGAINST” a proposal or “ABSTAIN” from voting in respect of a proposal, your shares will be counted for purposes of calculating whether a quorum is present. If you fail to provide instructions to your bank, broker or other nominee with

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respect to any of the Proposals, your shares will not be counted towards determining whether a quorum is present. If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the Proposals, your shares will be counted as present for purposes of determining whether a quorum is present.

If a quorum is not present at the Special Meeting, under the Company Bylaws, the chair of the Special Meeting will have the power to adjourn the Special Meeting until a quorum is present or represented.

Q.	How many votes do I have?

A. Each share of Company common stock is entitled to one vote on each matter that comes before the Special Meeting.

Q.	What vote is required to approve the Proposals?

A. Approval of each of the Merger Agreement Proposal and the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock entitled to vote on such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast for such proposal.

For the purposes of the Merger Agreement Proposal and the Charter Amendment Proposal, abstentions and broker non-votes will have the effect of a vote “AGAINST” such Proposals. For purposes of the Adjournment Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the votes.

In addition, the Company Bylaws permit the chair of the Special Meeting, without any action by our stockholders, to adjourn the Special Meeting to a later date and time and at a place announced at the Special Meeting.

Q.	How will the Company’s executive officers and directors vote?

A. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned directly by them in favor of the Proposals. At the close of business on the Record Date, the executive officers and directors of the Company collectively own approximately % of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting.

In addition, on March 24, 2023, the Company and Parent entered into Voting Agreements with the Supporting Stockholders, which Supporting Stockholders collectively own approximately % of the voting power of the issued and outstanding shares of the Company common stock entitled to vote at the Special Meeting as of the Record Date. Pursuant to the Voting Agreements, the Supporting Stockholders each agreed to vote, or cause to be voted, all of the shares of Company common stock it beneficially owns in favor of (i) the adoption of the Merger Agreement, approval of the Merger and the Merger Transactions and other matters that would be reasonably expected to facilitate the Merger and the Merger Transactions and (ii) the adoption of the Charter Amendment. Additionally, the Supporting Stockholders agreed to vote against: (a) any Adverse Proposal; (b) other than the Charter Amendment, any change in the present capitalization of the Company or any amendment or other change to the Company’s organizational documents in contravention of the Convertible Note Purchase Agreement or the actions contemplated thereby; (c) any action, proposal or transaction that would reasonably be expected to result in a breach in any material respect of any covenant, agreement, representation or warranty or any other obligation of the Company set forth in the Convertible Note Purchase Agreement or of any Supporting Stockholder contained in the Voting Agreements; (d) any other action, proposal or transaction that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or prevent the consummation of, or otherwise adversely affect, the transactions contemplated by the Voting Agreements or the Convertible Note Purchase Agreement; or (e) any changes in the majority of the members of the Board based on the Board’s composition as of the date the Voting Agreements were signed.

In addition, pursuant to the Voting Agreements, each of the Supporting Stockholders agreed to not transfer their shares prior to the earlier of (i) the Effective Time and (ii) to the extent the Merger Agreement is validly terminated, such date that the Charter Amendment Approval has been adopted and approved by the Company Stockholders, subject to certain exceptions. For more information, see the section of this proxy statement entitled “The Voting and Support Agreements.”

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Q.	How does the Board recommend that I vote?

A. The Board recommends that you vote:

•	“FOR” the Merger Agreement Proposal;

•	“FOR” the Charter Amendment Proposal; and

•	“FOR” the Adjournment Proposal.

You should read the section of this proxy statement entitled “Special Factors — Reasons for the Merger” for a discussion of the factors that the Board considered in deciding to recommend the approval of the Proposals. See also the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

Q.	How do I vote?

A. Stockholder of Record: Shares Registered in Your Name – Vote By Proxy

If, as of the close of business on the Record Date, your shares were registered directly in your name with the Company’s Transfer Agent, then you are a stockholder of record. As a stockholder of record, you may vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to fill out and return the enclosed proxy card or vote through one of the other methods described below to ensure your vote is counted. You may still attend and vote at the Special Meeting even if you have already voted by proxy.

If you are a stockholder of record, you may vote by proxy over the telephone, vote by proxy through the Internet or vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope:

•

To vote over the telephone, dial the toll-free number for telephone proxy submission shown on your proxy card and follow the recorded instructions. You will be asked to provide the control number found on your proxy card. Your vote must be received by 11:59 p.m. Eastern Time on , 2023 to be counted.

•	To vote through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number found on your proxy card. Your vote must be received by 11:59 p.m. Eastern Time on , 2023 to be counted.

•

To vote using the enclosed printed proxy card, simply complete and sign the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you instruct, or, if no instructions are included, in accordance with the recommendations of the Board. If you vote by mailing the enclosed proxy card, you should allow a sufficient number of days to ensure delivery prior to the Special Meeting.

•	For more information about how you may revoke or change your vote submitted by the telephone, Internet or mail method described above, see the section of this proxy statement entitled “Can I change or revoke my vote?”

Beneficial Owner: Shares Registered in the Name of a Bank, Broker or Other Nominee – Instruct Your Bank, Broker or other Nominee

If, as of the close of business on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee regarding how to vote the shares in your account. You will receive instructions from your bank, broker or other nominee that describe the procedures for voting your shares of Company common stock at the Special Meeting. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company common stock at the Special Meeting. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote virtually at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

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Voting Virtually

Stockholders of record will be able to vote virtually at the special meeting. If you are not a stockholder of record, but instead hold your shares of common stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote virtually at the special meeting.

It is not necessary to virtually attend the Special Meeting in order to vote your shares. To ensure that your shares of common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting virtually. Attending the meeting virtually does not itself constitute a vote on any proposal.

Q.	What is the deadline for voting my shares of Company common stock?

A. If you are a Company Stockholder of record as of the Record Date and choose to vote your shares of Company common stock through the Internet or by telephone, your proxy must be received through the Internet or by telephone by 11:59 p.m. Eastern Time on , 2023, the day before the Special Meeting, for your shares of Company common stock to be voted at the Special Meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than 11:59 p.m. Eastern Time on , 2023, the day before the Special Meeting. If you vote by mailing the enclosed proxy card, you should allow a sufficient number of days to ensure delivery prior to the Special Meeting. You may also attend the Special Meeting virtually. If you are a beneficial owner, please review the voting instructions provided by your bank, broker or other nominee for information on the deadline for voting your shares.

Q.	What is a proxy?

A. A proxy is your legal designation of another person to vote your shares of Company common stock. This written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company common stock is called a “proxy card.”

Q.	Why is my vote important?

A. If you fail to vote, either virtually at the Special Meeting or by proxy, your shares of Company common stock will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

Q.	If my shares of Company common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my shares of Company common stock for me?

A. If your shares of Company common stock are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares of Company common stock with instructions on how to vote your shares.

A bank, broker or other nominee has discretionary authority to vote on “routine” matters without specific instructions from its customers, but does not have discretionary authority to vote on “non routine” matters without specific instructions from its customers. All of the matters to be considered at the Special Meeting are “non-routine” for this purpose. Accordingly, your bank, broker or other nominee will only be permitted to vote your shares of Company common stock if you instruct your bank, broker or other nominee as to how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of Company common stock.

When both “routine” and “non-routine” matters are considered at a meeting and a bank, broker or other nominee refrains from voting your shares on a particular “non-routine” proposal because the bank, broker or other nominee has not received your instructions, it is called a “broker non-vote” with respect to such “non-routine” proposal. Because there are no routine matters to be considered at the Special Meeting, banks, brokers or other nominees do not have discretionary authority to vote on any proposals at the Special Meeting.

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A failure to provide instructions to your bank, broker or other nominee with respect to any of the Proposals will have (1) the effect of a vote “AGAINST” the Merger Agreement Proposal and the Charter Amendment Proposal and (2) no effect on the Adjournment Proposal. In such instance, your shares will not be counted towards determining whether a quorum is present.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the Proposals, your shares of Company common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting.

Q.	If a stockholder gives a proxy, how are the shares of Company common stock voted?

A. Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of Company common stock as you instruct. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted “FOR” or “AGAINST,” or whether the proxyholder should “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Company common stock should be voted on any particular matter, the shares of Company common stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company common stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

In addition, although the Company does not expect any other item of business to come before the Special Meeting, if any other matters properly come before the Special Meeting, the proxyholders will be authorized to vote in their discretion on such other matters.

Q.	Can I change or revoke my vote?

A. Yes. You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised by:

•	submitting another proxy, including a proxy card, at a later date through any of the methods available to you;

•	giving written notice of revocation to the Company’s Corporate Secretary, which must be filed with the Company’s Corporate Secretary before the Special Meeting begins; or

•	attending the Special Meeting and voting.

If your shares of Company common stock are held in “street name” by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

Only your last submitted proxy will be considered. Please vote following the instructions in your proxy card or voting instructions form provided by your bank, broker or other nominee, as promptly as possible.

Q.	What do I do if I receive more than one set of proxy materials or voting instructions?

A. If you received more than one set of proxy materials or voting instructions relating to the Special Meeting, it likely means that you hold shares of Company common stock in more than one account. For example, you may own your shares of Company common stock in various forms, including jointly with your spouse, as trustee of a trust or as custodian for a minor, whether in “street name,” or through more than one bank, broker or other nominee, and also directly as a record holder or otherwise. To ensure that all of your shares of Company common stock are voted, please provide a proxy or voting instructions for each account for which you received proxy materials in accordance with the instructions provided in this proxy statement.

Q.	What happens if I sell my shares of Company common stock before the Special Meeting?

A. The Record Date is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Company common stock after the Record Date but before the Special Meeting, unless you provide the person to whom you sell or otherwise transfer your shares with a proxy,

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you will retain your right to vote at the Special Meeting. Even if you sell or otherwise transfer your shares of Company common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the enclosed postage-paid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

Unless special arrangements are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies the Company in writing of such special arrangements, you will have transferred the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares.

Q.	Am I entitled to rights of appraisal under the DGCL?

A. If the Merger is completed, stockholders of record and beneficial owners who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of Delaware Law, will have the right to seek appraisal of the fair value of their shares of Company common stock in accordance with Section 262. This means that holders of shares of Company common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Company common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court. Stockholders of the Company who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The procedures for exercising appraisal rights are described in additional detail in this proxy statement, and a copy of Section 262 is reproduced in Annex D to this proxy statement. See the section of this proxy statement entitled “Special Factors — Appraisal Rights.”

Q.	Is the Merger expected to be taxable to me?

A. The receipt of cash in exchange for shares of Company common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a “U.S. holder” (as defined in the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) will generally recognize taxable gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in its shares of Company common stock. The exchange of shares of Company common stock for the Merger Consideration pursuant to the Merger generally will not result in U.S. federal income or withholding tax to a Non-U.S. holder (as defined in the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”), unless such Non-U.S. holder has certain connections with the United States or fails to comply with certain certification procedures.

You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of Company common stock for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For more information, see the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger.”

Q.	Who will solicit and pay the cost of soliciting proxies?

A. The Company has engaged Laurel Hill Advisory Group, LLC (“Laurel Hill Advisory Group”) to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Laurel Hill Advisory Group a base fee of $7,500 and to reimburse Laurel Hill Advisory Group for reasonable out-of-pocket expenses. The Company will indemnify Laurel Hill Advisory Group and against certain claims, liabilities, losses, damages, expenses and costs. The Company also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of the shares of Company common stock for their expenses in forwarding solicitation materials to beneficial owners of our shares of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, by email, through the Internet or virtually. They will not be paid any additional amounts for soliciting proxies.

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Q.	What do I need to do now?

A. You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement and the Charter Amendment, along with all of the documents that are referred to in this proxy statement, as they contain important information about, among other things, the Merger and the Charter Amendment and how they affect you. Even if you plan to attend the Special Meeting virtually, after carefully reading and considering the information contained in this proxy statement, please sign, date and return, as promptly as possible, the enclosed proxy card in the enclosed postage-paid reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card) to ensure that your shares of Company common stock are represented and can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the instructions provided by your bank, broker or other nominee to see which of the above choices are available to you.

Q.	Should I send in my evidence of ownership now?

A. No. You should not return your stock certificates or send in other documents evidencing ownership of shares of Company common stock with the proxy card. If the Merger is consummated, the paying agent will send each holder of record of shares of Company common stock as of immediately prior to the Effective Time a letter of transmittal and instructions that explain how to exchange shares of Company common stock for Merger Consideration. If you are a beneficial owner of shares of Company common stock held in “street name,” you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your shares.

Q.	What is householding and how does it affect me?

A. The Company is sending only one copy of this proxy statement to stockholders who share the same last name and address, unless they have notified the Company that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.

Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding within 60 days of such notice, you were deemed to have consented to the process.

If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to the Company’s Corporate Secretary in writing at 140 South Road, Bedford, MA 01730, or call us at (833) 848-9900. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

Q.	Where can I find the voting results of the Special Meeting?

A. The Company will publish final voting results from the Special Meeting in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. For more information, please see the section of this proxy statement entitled “Where You Can Find More Information.”

Q.	Who can help answer my other questions?

A. If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Company common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201, Jericho, NY 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

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SPECIAL FACTORS

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of Company common stock will have the right to receive the Merger Consideration.

Background of the Merger

The following chronology is a summary description of the background of the negotiations and the proposed Merger Transactions and does not purport to catalogue every conversation among representatives of Berkshire Grey, SoftBank and other parties. In addition to formal Board and Special Committee meetings, senior management team of the Company (“Management”) had informal discussions with the Board and Special Committee members throughout the process. Further, the Board routinely held executive sessions among the independent directors without members of Management in attendance. The terms of the Merger Agreement are the result of extensive arm’s-length negotiations among Management and members of the investment team of SoftBank, along with their respective advisors and under the guidance of each of the Board and the investment committee of SoftBank.

SoftBank, through certain of its affiliates, has been an investor in the Company since 2019 (prior to the Company’s business combination with Revolution Acceleration Acquisition Corp. (“RAAC”) in July 2021 (the “Business Combination”)). In the fiscal years ended 2021, 2020 and 2019, SoftBank Robotics Corp. (“SoftBank Robotics''), an affiliate of SoftBank, was also a significant customer of the Company, comprising approximately 10%, 30% and 60%, or approximately $5.1 million, $9.8 million and $4.8 million of the Company’s revenue, respectively. In June 2022, the Company’s customer contracts with SoftBank Robotics expired upon the completion of certain existing projects in accordance with their terms.Following the Business Combination, certain of the SoftBank Entities collectively held 29.5% of the shares of Company common stock then outstanding but at no point did SoftBank Robotics have a representative on the Board. In the ordinary course of the commercial relationship between SoftBank and the Company, from time to time, the Company and SoftBank have engaged in telephone and in-person meetings and conversations regarding the Company’s technology and the ongoing commercial relationship.

Between February and April 2023, the Company and SoftBank Robotics have met periodically to discuss a potential commercial collaboration in the area of robotic picking and packaging solutions, substantially similar to prior commercial contracts entered into between the Company and SoftBank Robotics between 2019 and 2022. Discussions remain ongoing, with the potential commercial contract currently expected to have a value of between $2.5 million and $5 million. There can be no assurance that such agreement will be entered into.

In the ordinary course of business, the Board and Management, with the assistance of outside advisors, have regularly reviewed the business, near and long-term strategy, performance, positioning and operating prospects of the Company with a view toward enhancing stockholder value. These reviews have included evaluations of current and anticipated business and industry trends (including developments in the robotics and AI automation industries and inflationary price pressures relevant to the Company’s business), regulatory conditions, future short- and long-term growth prospects, the current and expected financing environment (including the financing challenges associated with the broad weakness in technology stock prices), the Company’s need for additional capital and overall strategic direction of the business. From time to time, the Company evaluates potential alternatives for achieving long-term strategic goals, including strengthening the Company’s balance sheet and obtaining financing to support the Company’s business growth, diversification of products beyond the current product module portfolio, continued investment in research and development in order to maintain the Company’s competitiveness and increasing the liquidity of the publicly-traded shares of Company common stock. These reviews have also included, at times, consideration of, and discussions with other companies regarding, potential strategic alternatives, including business combinations, acquisitions and dispositions, to further the Company’s strategic objectives.

In connection with the Business Combination in July 2021, RAAC experienced significant stock redemptions, which resulted in substantially lower than anticipated cash proceeds to the Company at the closing of the Business Combination. Subsequently, the Company estimated that the total amount of net cash proceeds raised at the time were not sufficient to fully fund the Company’s long-term business plan, and the Company therefore had a need to access

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additional capital in the near future. Through July 2022, the Company attempted to access the capital markets from time to time in order to secure such funding but was unable to do so either on reasonable terms or in amounts sufficient to fully fund its business plan, and it became more necessary for the Company to seek additional sources of potential capital.

On July 14, 2022, members of Management, including Dr. Thomas Wagner, the Company’s Chief Executive Officer, Mark Fidler, the Company’s Chief Financial Officer, and Steven Johnson, the Company’s President and Chief Operating Officer, met with representatives of a venture capital firm, referred to herein as “Party A,” to provide a general business update, consistent with prior practice and in the ordinary course of business between the Company and Party A. During this meeting, Party A suggested to the Company that a potential financing transaction with a special purpose acquisition company sponsored by Party A (“SPAC A”), as an alternative to a traditional financing, could be a potential opportunity for the Company to meet its financing needs. Party A is a significant stockholder and affiliate of the Company, with one representative on the Board.At the conclusion of this discussion, the parties agreed that the potential investment transaction warranted further exploration.

Between August 2022 and October 2022, the Company engaged in various activities to explore financing alternatives, including additional meetings and information exchanges with SPAC A to further explore the viability of a potential transaction with SPAC A, as well as evaluating other financing alternatives unrelated to Party A or SPAC A. On September 13, 2022, and October 5, 2022, the Board held meetings, at which members of Management were in attendance, where the Board invited three investment banks to provide their input and analysis regarding potential financing alternatives. Feedback from each of the investment banks consistently communicated the continued challenging capital markets environment, particularly for companies with similar financial and risk profiles as the Company.

On October 30, 2022, the Board held a meeting, at which all Board members, representatives of Goodwin Procter, LLP (“Goodwin”), the Company’s external counsel, and members of Management were in attendance, to consider forming a special committee of independent and disinterested directors (the “Special Committee”) for the purpose of evaluating a potential financing transaction with SPAC A due to the affiliate relationship of SPAC A’s sponsor with the Company. Representatives of Goodwin provided the Board with an overview of legal considerations in connection with a potential strategic or financing transaction, including the Board’s fiduciary duties, the conflicts of interest caused by a potential transaction with SPAC A, including due to Party A’s representation on the Board, and the authority that the Board may wish to consider granting to the Special Committee in respect thereof. A discussion ensued pursuant to which the Board, in consultation with Goodwin, determined that Fiona Dias and Serena Wolfe were each disinterested with respect to the potential transaction with SPAC A and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a member of a special committee formed for the purpose of evaluating a potential transaction with SPAC A. Following this discussion, the Board established the Special Committee to, among other things, (i) consider and evaluate all proposals that might be received by the Company in connection with a potential transaction, (ii) participate in and direct the negotiation of the terms and conditions of a transaction with SPAC A, (iii) consider any alternatives to a transaction with SPAC A, (iv) terminate any negotiations, discussions or consideration of, or reject, on behalf of the Company, a transaction with SPAC A or any alternative, and (iv) engage such advisors, consultants and agents as the Special Committee may, in its sole discretion, deem necessary or appropriate to discharge its duties; determined that each of Ms. Dias and Ms. Wolfe do not have any relationship that would interfere with the exercise of independent judgment in carrying out her responsibility in considering and evaluating all proposals related to a transaction with SPAC A; and designated Ms. Dias and Ms. Wolfe as members of the Special Committee, as independent and disinterested directors.

Between October 2022 and early November 2022, the Special Committee engaged in a process to select a financial advisor. During such time, members of Management, with the Special Committee’s permission, met with representatives of three potential financial advisors, including Credit Suisse. Three financial advisors provided the Special Committee with an overview of their respective financial advisory expertise, including their experience with respect to special committee assignments, strategic transaction engagements and financings. Credit Suisse also provided the Special Committee with written disclosures regarding its relationships with the Company and Party A.

On November 2, 2022, the Special Committee received a fee proposal from one of the potential financial advisors, Credit Suisse. Management and the Special Committee continued to engage in further discussions with

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the other potential financial advisors and had additional discussions with Credit Suisse regarding its fee proposal. Following such discussions, the other financial advisors indicated that they would not be able to represent the Company in a transaction involving a special purpose acquisition company.

On November 3, 2022, the Special Committee received an updated fee proposal from Credit Suisse, reflecting feedback from the Special Committee regarding its original fee proposal.

On each of November 4, 2022, and November 7, 2022, the Special Committee held a meeting, at which all Special Committee members, representatives of Goodwin and certain members of Management were in attendance. During these meetings, representatives of Goodwin provided feedback regarding a potential transaction with SPAC A, additional guidance regarding the roles and responsibilities of the Special Committee, and an overview of the current regulatory landscape with respect to transactions with a special purpose acquisition company (“SPAC”). The Special Committee also discussed the outcome of its meetings with potential financial advisors, including the updated fee proposal from Credit Suisse.

On November 9, 2022, the Board held a regular quarterly meeting, at which all Board members (including all members of the Special Committee), representatives of Goodwin and members of Management were in attendance. In addition to topics typically covered in quarterly Board meetings, the Special Committee discussed the status of its selection of a financial advisor, including (i) interviews that members of Management had conducted with representatives of the three financial advisors with the Special Committee’s permission, including Credit Suisse, in connection with such selection and (ii) the updated fee proposal from Credit Suisse received by the Special Committee. The Special Committee then discussed the formal engagement of Credit Suisse as its financial advisor, noting that Credit Suisse’s disclosures regarding its relationships with Party A produced by Credit Suisse on November 2, 2022, did not, in the Special Committee’s judgment, impair Credit Suisse’s ability to provide objective financial advice in the context of a financial advisory engagement. The Special Committee also considered Credit Suisse’s reputation, knowledge of the industry in which the Company operates and experience advising technology companies in connection with potential strategic transactions and financings. The Special Committee also noted the potential relevance of Credit Suisse’s specific experience with financing matters in light of the Company’s business and industry in which it operates, familiarity with the Company and the Company’s near- and long-term liquidity needs. On the basis of these considerations, the Special Committee determined to formally engage Credit Suisse as a financial advisor, effective November 2, 2022, and authorized Management to negotiate terms of an engagement letter for the purpose of engaging Credit Suisse.

On November 21, 2022, the Board held a meeting, at which all Board members, representatives of Goodwin, Credit Suisse (at the request of the Special Committee), Party A, and the placement agent engaged by the Company in connection with a potential private investment in public equity (“PIPE”) financing (the “placement agent”), and other members of Management were in attendance. During such meeting, Party A and the placement agent presented on a potential PIPE financing in connection with a potential transaction with SPAC A, including perceived interest from investors based on Party A’s diligence regarding the Company’s business, financial model and technology and subsequent initial discussions with potential investors over the prior few months. Following such presentation, Party A and the placement agent left the meeting. Management then provided a summary of its discussions with potential investors to date (which included reviews of the Company’s business, prospects and technology with certain investors over the course of the prior few months), including the level of perceived interest, and the expected timing and process for a potential transaction with SPAC A. In connection with such discussions, the Board discussed the possibility of conducting a convertible note PIPE financing, either alone or in connection with a potential financing transaction with SPAC A, as well as various alternative strategic or financing transactions. The Board noted the advantages and disadvantages of conducting a standalone PIPE financing, with several Board members voicing their concern on the potential regulatory implications of a financing transaction with SPAC A, risks associated with the prolonged timeline to close a SPAC transaction, weak investor demand associated with the complexities of a SPAC transaction and the high costs associated with a SPAC transaction. Following such discussions, the Board encouraged Management to continue to explore other financing and strategic alternatives. Neither value nor terms of any potential transaction, including any potential transaction with SPAC A, were discussed during this meeting.

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On November 28, 2022, the Board held two meetings, at which all Board members, representatives of Goodwin and Credit Suisse (at the request of the Special Committee), and other members of Management were in attendance. During these meetings, Management reviewed the status of a potential transaction with SPAC A, including a general update by Credit Suisse regarding SPAC market activity, as well as other alternatives to a transaction with SPAC A.

On December 11, 2022, the Board held a meeting, at which all Board members, representatives of Goodwin and other members of Management were in attendance, to discuss, among other things, alternatives to the potential transaction with SPAC A. Such alternatives included cash conservation activities, including a sale of certain assets of the Company. As part of such discussion, the Board discussed the timing and structure for a potential transaction in light of various factors, including the Company’s cash runway, general market dynamics, execution risks and the regulatory landscape. The Board then discussed the status of a potential transaction with SPAC A, including their concerns with pursuing such a transaction regarding the potential regulatory implications of a financing transaction with SPAC A, risks associated with the prolonged timeline to close a SPAC transaction, investor demand associated with the complexities of a SPAC transaction and the high costs associated with a SPAC transaction. Following such discussion, the members of the Special Committee voiced their support for the Company’s pursuing commercial and strategic alternatives to a transaction with SPAC A. As a result, the Board determined not to proceed with a transaction with SPAC A, and to instead conduct a process to identify a counterparty or counterparties for a potential strategic or financing transaction, which process should include Party A. Next, the members of the Special Committee discussed the terms of its engagement letter with Credit Suisse. Following such decision, the Board and the Special Committee directed Management to execute the engagement letter with Credit Suisse and to work with Credit Suisse to identify and engage with other potential counterparties that would be considered most likely to have an interest in a strategic or financing transaction with the Company based on: (i) their familiarity with the Company and its business, including, potentially, as a customer of the Company; (ii) their familiarity with the industry in which the Company operates in and their interests in automation and robotics; and (iii) their history of engaging in similar transactions. At this meeting, the Board determined to proceed with considering alternatives as a full Board but determined not to disband the Special Committee at such time in case the Board determined to pursue a transaction which presented a potential conflict of interest to any member of the Board.

On December 12, 2022, the Special Committee formally executed an engagement letter with Credit Suisse, effective as of November 2, 2022, pursuant to which Credit Suisse was engaged to act as financial advisor to the Special Committee in connection with the Special Committee’s evaluation of any potential transaction and as placement agent in connection with any proposed financing.

From January 2023 to March 2023, at the direction of the Board and the Special Committee, representatives of Credit Suisse and Management (including Dr. Wagner, Mr. Fidler and Mr. Johnson) communicated with representatives of several technology, robotics, retail, ecommerce and investment companies for the purpose of gauging such companies’ potential interest in pursuing a strategic or financing transaction with the Company, including Party A. During this period, Credit Suisse, at the direction of the Board, engaged in preliminary discussions concerning such potential strategic and financing transactions with approximately 15 parties, including private investment funds and companies whose technologies and/or products could potentially be complementary to the Company’s portfolio, and entered into confidentiality agreements and exchanged information with two parties, including (i) a publicly traded industrial automation company referred to herein as “Party B,” and (ii) a private investment fund referred to herein as “Party C.” Other than the confidentiality agreement with Party C, none of the confidentiality agreements executed at this time contained a standstill provision. Following the execution of the confidentiality agreements, Party C was provided access to the Company’s virtual data room, which contained diligence materials regarding the Company’s business, financials, technology and operations. None of these discussions with Party B and Party C proceeded beyond the initial diligence stages.

On January 12, 2023, a representative of SoftBank held a videoconference call with Dr. Wagner to discuss the Company’s technology platform, consistent with prior practice and in the ordinary course of business between the Company and SoftBank since SoftBank’s initial investment in the Company in 2019. The parties agreed to further discussions and Dr. Wagner was invited to Tokyo, Japan with members of his technical team to further discuss the Company’s technology and products.

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On February 1, 2023, Dr. Wagner and members of the Company’s technical team met with representatives of SoftBank, including members of SoftBank’s management team and members of the SoftBank Robotics technical team in Tokyo, Japan to provide further information regarding the Company’s technology, capabilities and product portfolio. During this visit, a representative of SoftBank briefly mentioned the possibility of SoftBank’s potential interest in a strategic transaction with the Company. No terms of any potential transaction were discussed during this visit.

On February 1, 2023, members of Management, including Dr. Wagner, Mr. Fidler and Mr. Johnson, held a videoconference call with Party B, at which representatives of Credit Suisse were present, during which the Company presented on its business, technology, operations and prospects. Following the call, Party B informed representatives of Credit Suisse that it would need to further evaluate the Company, based on the early-stage nature of the Company’s business and the Company’s anticipated and historical negative cash flow, before it could make a determination as to whether to proceed with a strategic or financing transaction with the Company.

On February 2, 2023, Dr. Wagner and a representative of SoftBank again met in Tokyo, Japan with Mr. Fidler and Mr. Johnson participating by videoconference, to discuss SoftBank’s continued interest in a transaction with the Company. During this meeting, SoftBank’s representative indicated that he would be in touch with Dr. Wagner regarding any updates with respect to the possibility of SoftBank’s potential interest in a potential collaboration or strategic transaction with the Company. SoftBank’s representative asked that the parties enter into a non-disclosure agreement so that more detailed information could be exchanged and reviewed.

On February 2, 2023, the Company sent a draft of the non-disclosure agreement to SoftBank, which included a “standstill” provision prohibiting SoftBank from, among other things, acquiring any, or proposing any merger, tender offer or other transaction regarding, securities of the Company, for a period of 12 months from the date of the non-disclosure agreement unless otherwise agreed in writing by the Company.

On February 3, 2023, the Board held a meeting, at which all Board members, and members of Management were in attendance, to discuss the potential for a strategic collaboration or strategic transaction with SoftBank.

On February 5, 2023, the Company and SoftBank finalized and executed the non-disclosure agreement, which excluded the standstill provision from the initial draft. The Company subsequently granted representatives of SoftBank access to a virtual data room to assist SoftBank in conducting due diligence on the Company and evaluating whether to consider a potential collaboration or strategic transaction. No changes in SoftBank’s intentions with respect to the Company had occurred at this time.

On February 7, 2023, a representative of SoftBank and Dr. Wagner held a telephone call in which SoftBank’s representative informed Dr. Wagner that SoftBank was interested in potentially acquiring the Company and that a non-binding letter of interest would be sent to Dr. Wagner later that day outlining SoftBank’s proposal for a potential transaction to be entered into between SoftBank and the Company.

Later on February 7, 2023, SoftBank sent the Company an initial, non-binding indication of interest (the “Initial Proposal”), which provided for, among other items, a proposal to acquire 100% of the outstanding capital stock of the Company not held (directly or indirectly) by SoftBank at a purchase price of $1.30 per share in cash, which reflected an approximately 30% premium on the Company’s 30-day volume-weighted average trading price of the Class A common stock as of February 3, 2023. The Initial Proposal noted that the proposed transaction is subject to, among other things, customary conditions and completion of due diligence but would not be subject to a financing condition and required an exclusivity period ending at the earlier of (i) 30 days from the date of execution of the Initial Proposal by the Company and (ii) entry into a definitive agreement by the Company and SoftBank providing for the proposed transaction, subject to extension.

On February 7, 2023, the Board held a meeting, at which a majority of the Board, representatives of Goodwin and other members of Management were in attendance, to notify the Board of SoftBank’s Initial Proposal and provide a brief overview of the non-binding indicative terms. At such meeting, Management also provided a brief update on the status of its discussions to date with Party A, Party B and Party C, noting that representatives of Credit Suisse had had preliminary discussions with each counterparty regarding a potential strategic or financing transaction. Representatives of Goodwin reviewed with the Board their fiduciary duties in the context of an offer to acquire the Company. The Board also discussed whether any other companies might have interest in a potential strategic or financing transaction with the Company, including weighing the potential benefits of outreach to other potential counterparties against the potential risks, including the risk of leaks inherent in such a process and the potential impact on the Company’s business of such leaks. After discussion,

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the Board (including the members of the Special Committee) determined to provide Credit Suisse with the Initial Proposal in order for Credit Suisse to begin their review of the proposed transaction, and that Management should continue to work with Credit Suisse to identify other potential counterparties that would be considered most likely to have an interest in a transaction with the Company based on their familiarity with the Company and its business, their ability to complete a transaction without additional financing and their history of engaging in similar transactions. At this meeting, the Board also determined that the Company should not agree to the exclusivity provision included in the Initial Proposal so that the Company could retain the right to conduct such outreach. The Board also noted that, unlike a potential transaction with SPAC A or Party A, the members of the Board were each disinterested with respect to a potential collaboration or transaction with SoftBank and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment. As such, the Board determined that the full Board, rather than the Special Committee, should, among other things, lead the consideration and evaluation of any proposals made for, and direct the negotiation of the terms and conditions of, a potential collaboration or transaction with SoftBank. The Board also directed Management and Credit Suisse to engage and negotiate with SoftBank on the terms of the Initial Proposal.

On February 8, 2023, and February 9, 2023, representatives of SoftBank’s technical teams visited the Company’s corporate offices in Bedford, Massachusetts to perform technical due diligence. Members of the Company’s technical teams and Dr. Wagner were present to provide SoftBank with detailed information of the Company’s technology and provided in-person tours of the Bedford facility.

On February 9, 2023, Mr. Fidler met with representatives of Credit Suisse to discuss the terms of the Initial Proposal, including SoftBank’s valuation of the Company at $1.30 per share. During such meeting, Mr. Fidler directed representatives of Credit Suisse to review SoftBank’s valuation in light of certain financial projections prepared by Management concerning the Company’s business, which were subsequently finalized on February 16, 2023, in the form of the Company Projections identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.”

On February 9, 2023, representatives of SoftBank and Dr. Wagner met by videoconference to discuss the terms of the Initial Proposal, including SoftBank’s valuation of the Company at $1.30 per share and SoftBank’s request for exclusivity. Representatives of Goodwin and Morrison & Foerster LLP (“Morrison Foerster”), SoftBank’s outside legal counsel, also participated in the meeting. Later that day, SoftBank amended its Schedule 13D to disclose publicly its delivery of the Initial Proposal to the Company.

Beginning on February 10, 2023, representatives of Credit Suisse, Raine Securities LLC (“Raine”), financial advisor to SoftBank who provided customary investment banking advisory services but did not deliver any reports, opinions or appraisals to the Investment Committee of SoftBank, and SoftBank had initial conversations via videoconference to discuss non-binding terms indicated in the Initial Proposal, diligence process, timing considerations for the potential transaction and timeline to signing a definitive agreement.

On February 10, 2023, the Company issued a press release publicly confirming that it had received the Initial Proposal and noting that it was currently evaluating various alternative options, including potential financing transactions.

On February 10, 2023, the Board held a meeting, at which all of the Board members, representatives of Credit Suisse (at the request of the Special Committee), Goodwin and the placement agent, and other members of Management were in attendance. During this meeting, the Board, together with the placement agent, discussed the structure of a potential financing transaction with Party A, including a convertible note PIPE financing or registered convertible note offering of approximately $200 million, taking into consideration the low likelihood that third parties would be interested in providing equity financing to the Company at attractive valuations that would not be significantly dilutive to its existing stockholders. The Board continued to reject any exclusivity with SoftBank and, following this discussion, the representatives of the placement agent departed the meeting. Management then discussed the Initial Proposal and its subsequent discussions with SoftBank. The Board then discussed process considerations to attempt to maximize the value that SoftBank would offer to pay to its stockholders in the transaction. Representatives of Credit Suisse then provided feedback regarding the potential convertible note financing transaction with Party A and initial thoughts on the Initial Proposal with SoftBank, including a review of the premiums and other valuation multiples implied by the merger consideration contemplated in the Initial Proposal and various pricing scenarios. Next, representatives of Credit Suisse identified several potential counterparties that may have an interest in a potential transaction with the Company.

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Following these discussions, the Board determined to conduct additional outreach to such counterparties in parallel with negotiations with SoftBank in order to maximize the likelihood of a potential transaction being consummated, and to maximize the value to stockholders in any potential transaction. Accordingly, the Board (including the members of the Special Committee) directed Credit Suisse to conduct outreach to such counterparties to gauge their interest in a potential transaction, including both strategic and financing alternatives.

Beginning on February 12, 2023, representatives of Goodwin and Morrison Foerster held preliminary discussions regarding certain transaction considerations, including due diligence requirements, merger agreement drafting, timing considerations and other related items. During such discussions, representatives of Morrison Foerster informed representatives of Goodwin that SoftBank had indicated that it would like to discuss employment matters with the Company at an appropriate time later in the process, as determined by the Board and the Special Committee and that SoftBank acknowledged that it would not discuss such matters while material business points regarding the transaction remained open. Representatives of Goodwin noted that it would convey such request to the Board for deliberation.

On the same day, representatives of SoftBank delivered by email an initial legal due diligence request list to Credit Suisse. Subsequently, through March 22, 2023, representatives of Goodwin and the Company received and responded to a series of supplemental requests for additional due diligence materials, and representatives of SoftBank, Raine and Morrison Foerster conducted legal, financial and operational due diligence review of the Company based on publicly available information, information made available in the virtual data room and in emails and information provided by written Q&A and through due diligence calls with Management and advisors of the Company. In addition, representatives of SoftBank, Raine, Morrison Foerster, Goodwin and Management (which included Dr. Wagner, Mr. Fidler and Mr. Johnson) held various due diligence calls to discuss the Company’s leadership team, technology and products, commercial strategy, competitive positioning, financial forecasts and information on its expected future cash burn.

On February 15, 2023, the Company provided access to diligence information contained in a virtual data room established by the Company for purposes of SoftBank’s continued evaluation of a potential transaction with the Company.

On February 16, 2023, representatives of Goodwin sent representatives of Morrison Foerster an initial draft of the Merger Agreement, which in addition to the terms set forth in the Initial Proposal, provided for, among other things: (i) a two-step transaction structure involving a tender offer and a back-end merger, (ii) the acceleration and cash out of all Company equity awards, (iii) customary representations and warranties with respect to the Company and a potential SoftBank purchasing entity, (iv) customary interim operating covenants with respect to the Company, (v) a mutual covenant with respect to the efforts of the Company and a newly formed affiliate of SoftBank to serve as purchaser to obtain regulatory approvals and (vi) a Company termination fee equal to 2.5% of the aggregate equity value of the transaction.

On February 17, 2023, SoftBank established bi-weekly videoconference calls, occurring each week through March 3, 2023, with representatives of the Company, Goodwin, Raine and Credit Suisse, to review status of due diligence requests, documentation, anticipated timeline and overall process updates. Following March 3, 2023, the frequency of such meetings was increased to daily meetings until March 24, 2023, the date of execution of the Merger Agreement.

Also on February 17, 2023, the Board held a meeting, at which all Board members, representatives of Credit Suisse (at the request of the Special Committee), and Goodwin, and other members of Management were in attendance, during which Management provided an update on its discussions with SoftBank. Management (with support from representatives from Credit Suisse) also noted its view that a financing transaction would be challenging due to the continued unfavorable macro capital market conditions, uncertain third party participation in a financing, uncertainties regarding closing timeline and uncertainties regarding likely overall financing terms. Management further noted the lack of favorable financing terms, if any, with Party A, Party B or Party C. Credit Suisse reviewed the premiums and other valuation multiples implied by the merger consideration contemplated in the Initial Proposal and various other pricing scenarios. The Board then discussed potential responses to the Initial Proposal, including a counterproposal of $1.85 to $2.10 per share, which was based on an approximately 29% to 47% premium to the closing price of the Class A common stock on February 17, 2023. Representatives of Goodwin then discussed certain risks and considerations for a potential transaction, including the risk of entering into a limited exclusivity period with SoftBank and the expected process and timing considerations for a

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potential merger, including the likely need for bridge financing from SoftBank or a third party for the period between the execution of a merger agreement and the consummation of a merger. Representatives of Goodwin also communicated that SoftBank had indicated that it would like to discuss employment matters with Management at an appropriate time later in the process, as determined by the Board and the Special Committee, and that SoftBank would not discuss such matters while material business points regarding the transaction remained open, following which the Board determined that directors and Management should not have any discussions with SoftBank regarding potential future roles, compensation or retention arrangements for the Company’s employees in connection with the proposed transaction until negotiation of all material terms of a transaction were complete. Representatives of Goodwin subsequently conveyed this determination to representatives of Morrison Foerster and no further discussions with respect to employment matters took place between the parties until after finalization of the material terms of the transaction and approval of the Board confirming the same and confirming that the parties can proceed with engaging in employment-related discussions. Following such discussion, representatives of Credit Suisse provided updates on its outreach to other potential counterparties that may have an interest in a potential transaction, including Party A, Party B and Party C, noting that several potential counterparties had declined to engage in discussions due to the early-stage nature of the business and the historical and forecasted negative cash flow of the business. The Board also noted that, following the public disclosure of the Initial Proposal on February 9, 2023, the Company did not receive any unsolicited inquiries from any third parties concerning a potential acquisition of all or any portion of the Company. The Board then directed Management and Credit Suisse to communicate to SoftBank the Board’s desire to see an improved per share price within the range of $1.85 to $2.10 to maximize stockholder value in light of SoftBank’s request for exclusivity and its ongoing outreach to other potential counterparties, noting that exclusivity would only be acceptable to the Company at the higher end of such range.

Later on February 17, 2023, representatives of Credit Suisse, Raine and SoftBank had a discussion regarding the Company’s position with respect to certain terms of the Initial Proposal, including the merger consideration, the Company’s counterproposal for a per share price within the $1.85 to $2.10 range and potential exclusivity at the higher end of such range. Following such conversation, SoftBank declined to increase the proposed per share price to the $1.85 to $2.10 range proposed by the Company.

On February 21, 2023, Dr. Wagner had a telephone conversation with a representative of SoftBank to discuss SoftBank’s proposal. Dr. Wagner indicated that while the Board is encouraged about SoftBank’s proposed terms as outlined in the Initial Proposal, the Board believed that improvement to certain terms was necessary in order to advance discussions, including an increase in the $1.30 per share price and concerns with providing exclusivity, given the Company’s prior and concurrent activities with pursuing potential alternative financing transactions. Dr. Wagner also discussed the Company’s need for bridge financing from SoftBank for the period between execution of a merger agreement and closing. During such call, SoftBank’s representative stated he was not in a position to support a potential acquisition above $1.30 per share of the Company’s common stock, but SoftBank could consider such bridge financing.

During the week of February 21, 2023, several videoconference calls were held between representatives of SoftBank, the Company, Morrison Foerster, Goodwin, Raine and other advisors of SoftBank in connection with SoftBank’s due diligence review of the Company’s business, intellectual property portfolio, legal diligence and tax diligence.

On February 22, 2023, the Board held a meeting, at which all Board members, representatives of Goodwin and Credit Suisse (at the request of the Special Committee), and other members of Management were in attendance, to provide updates on the Company’s discussions with SoftBank, progress with a convertible note PIPE financing, and outreach to other potential counterparties. During this meeting, Management reiterated its view that a financing transaction would be unlikely, noting that several large investors had declined to engage with the Company regarding a PIPE financing, resulting in interest of approximately $140 to $150 million, a significant portion of which would need to be funded by existing investors, and that an investment advisory company referred to herein as “Party D” had offered bridge financing of approximately $50 million to the Company, but on terms the Company viewed as unfavorable, as, among other terms, such bridge financing included a substantial break fee, was contingent on the Company having $200 million of secured financing and would significantly complicate the marketing efforts relating to a convertible note PIPE transaction. Management also noted that, with only $140 to $150 million, it did not believe such a financing would be sufficient to fund the Company’s business plans given execution risks in the current macroeconomic environment. The Board

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discussed the pros and cons of pursuing either a convertible note PIPE financing or a merger with SoftBank, given the continued challenging capital markets, the Company’s declining cash position, and the low likelihood of consummating a PIPE financing on acceptable terms or within an acceptable period of time. As part of such discussion, the Board also expressed their view that the Initial Proposal did not adequately reflect the Company’s value and was insufficient to proceed with further discussions regarding a potential transaction. Following such discussion, taking into account the Company’s current status with respect to alternative financing options, and in light of the fact that SoftBank did not accept the previously communicated price range of $1.85 and $2.10 per share, the Board instructed Dr. Wagner to propose a counteroffer to SoftBank between $1.35 and $1.45, combined with bridge financing from SoftBank of $50 million.

On February 23, 2023, Dr. Wagner and SoftBank’s representative had a telephone call to discuss the terms of a potential merger, including the Board’s counteroffer of $1.35 to $1.45 and a potential bridge financing of $50 million. The following day, SoftBank’s representative delivered a counterproposal to Dr. Wagner via a telephone call, that would have SoftBank acquire the Company for a merger consideration of $1.40 per share and stated that SoftBank desired to target mid-March of 2023 to execute a merger agreement. SoftBank’s counterproposal contemplated that SoftBank would provide bridge financing for up to $50 million and that the Company would grant exclusivity to SoftBank.

On February 24, 2023, Dr. Wagner held a videoconference call with certain Board members to solicit additional preliminary feedback based on the improved transaction terms from SoftBank, noting that the $1.40 per share price being offered represented a 19% premium to the then-current trading price of the Class A common stock. Later that day, Dr. Wagner independently communicated the improved transaction terms from SoftBank to the rest of the Board.

On February 27, 2023, the Board held a meeting, at which all members of the Board, representatives of Credit Suisse (at the request of the Special Committee) and Goodwin, and other members of Management were in attendance, to provide an update regarding discussions with SoftBank and the improved transaction terms, including the $1.40 per share price, proposed timing and anticipated bridge financing to be offered by SoftBank, noting that there had been no subsequent discussions with Party B and Party C, but that a meeting with Party C was expected that week. At such meeting, representatives of Credit Suisse also discussed the status of its outreach with potential counterparties. The Board also discussed SoftBank’s continued request for exclusivity and the fact that several other counterparties that the Board had considered reasonably likely to have a potential interest in a transaction with the Company had declined to engage. Management also provided an update on the status of the potential bridge financing with a third party and a convertible note PIPE financing, noting that the Company had received updated terms for a bridge financing from Party D, but that the terms remained unfavorable to the Company as the bridge financing was still contingent on the Company having $200 million of secured financing, among other unfavorable terms. Management also noted that interest in a convertible note PIPE financing had been reduced to $120 million (which still included a requirement of significant participation of existing investors) and remained insufficient to fully fund the Company’s business plan. As a result, Management expressed that the relative certainty of value and liquidity provided by SoftBank’s proposal made it a more attractive option, and the Board was supportive of Management continuing to negotiate and engage with SoftBank at the proposed $1.40 per share price.

Later that day, Dr. Wagner contacted representatives of SoftBank to convey that the Board accepted SoftBank’s proposal that would have SoftBank acquire the Company for a merger consideration of $1.40 per share of the Company’s common stock but would not accept the exclusivity provision included in the Initial Proposal.

On February 28, 2023, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Goodwin that provided for, among other things: (i) a revised one-step merger structure, (ii) a requirement that certain Company stockholders execute voting and support agreements in connection with the Merger Agreement, (iii) a requirement that offer letters with certain key employees be executed in connection with the Merger Agreement, subject to such discussions being subject to approval by the Board and subject to first reaching agreement on material terms regarding the Merger, (iv) treatment of the Company’s equity award whereby, instead of being fully accelerated, any Company Restricted Share, in-the-money Company Option or Unvested Company RSU outstanding and unvested at the Effective Time would be converted to a cash award payable pursuant to the same vesting terms as would have been applicable to each such respective equity award prior to the Effective Time, (v) certain revisions with respect to SoftBank’s obligations in connection with seeking antitrust approval, including that SoftBank would not be required to litigate or contest legal proceedings

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or orders issued by governmental authorities, divest any assets, entities or businesses, or terminate, amend or assign existing relationships or contractual rights or obligations, to obtain approval under the HSR Act, (vi) a Company termination fee equal to 4% of the aggregate equity value of the transaction and (vii) certain other revisions with respect to the representations and warranties, covenants and conditions to closing.

On March 1, 2023, members of Management, including Dr. Wagner, Mr. Fidler and Mr. Johnson, held a videoconference call with Party C, at which representatives of Credit Suisse were present, to present on the Company’s business, technology, operations and prospects. Later that day, Party C informed representatives of Credit Suisse that it was not interested in engaging with the Company with respect to a potential transaction due to the early-stage nature of the Company’s business and the Company’s anticipated and historical negative cash flow.

Also on March 1, 2023, representatives of Goodwin and representatives of Morrison Foerster met by videoconference to discuss certain open issues in the Merger Agreement, including, among other things, the transaction structure, treatment of equity awards and Company warrants, approvals by government authorities and representations by SoftBank and Merger Sub.

On March 2, 2023, representatives of SoftBank and Dr. Wagner held a telephonic meeting to discuss next steps upon finalization of the Merger Agreement.

On March 3, 2023, representatives of Goodwin sent a revised draft of the Merger Agreement to representatives of Morrison Foerster that provided for, among other revisions, (i) an acceptance of a one-step merger structure, (ii) a termination fee equal to 3% of the aggregate equity value of the transaction and (iii) certain other revisions with respect to the representations and warranties, covenants and conditions to closing.

On March 6, 2023, Party B informed representatives of Credit Suisse that it may be interested in a potential financing transaction with the Company, but that it was continuing to evaluate based on the diligence materials provided in the Company’s virtual data room.

On March 7, 2023, representatives of SoftBank and representatives of Management continued discussions regarding the bridge financing and discussed potential terms, including the structure of the potential financing. Later that day, SoftBank’s representative sent an email to Mr. Fidler setting forth proposed terms for a bridge financing in the form of a convertible note (“Convertible Note Facility”), including, among other terms, (i) capacity of up to $50 million; (ii) conversion price of $1.40 per share, representing the merger consideration price; (iii) interest rate of 20% per annum to be paid in-kind; (iv) senior unsecured ranking; (v) maturity date of earlier of (a) six months following termination of the Merger Agreement and (b) June 30, 2024; and (vi) pricing draws (a) limited to no more than $10 million drawable in any rolling thirty (30) day period and (b) subject to the Company’s cash balance dropping below a pre-agreed level (e.g., $30 million).

On March 8, 2023, Mr. Fidler had a videoconference call with a representative of SoftBank, regarding the terms of the Convertible Note Facility offered by SoftBank. Mr. Fidler noted that the Company’s cash needs suggested that the capacity of the Convertible Note Facility should be increased to $60 million and the pricing draws should be increased to $12 million in each rolling 30-day period, and SoftBank subsequently agreed to these terms.

On March 9, 2023, the Board held a meeting, at which all Board members, representatives of Credit Suisse (at the request of the Special Committee), Goodwin, Party A, the placement agent, and other members of Management were in attendance and discussed the status of the Company’s efforts with respect to various alternative transactions, including the convertible note PIPE financing (including any potential participation by Party B) (and alternative structures for such transaction, including a registered convertible note financing) and the bridge financing with Party D. Following such discussions, Party A and the placement agent left the meeting. The Board then deliberated with Management and representatives of Credit Suisse and Goodwin on the viability of the financing alternatives discussed and associated risks, timelines and the Company’s capital and liquidity needs, as well as the likelihood that continuing to pursue the financing alternative could jeopardize a transaction with SoftBank. As part of such discussion, Management noted that it continued to believe such a financing would be insufficient to fund the Company’s business plans, even with any potential participation by Party B, noting that it was unlikely that Party B could move quickly enough or contribute enough capital to make a financing alternative viable, and that the terms of a bridge financing with Party D remained unfavorable to the Company. In light of such considerations, the Board unanimously determined to prioritize a proposed merger with SoftBank, while also continuing to assess financing alternatives (including with Party D) and instructed

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Management to proceed with discussions on the other ancillary documents associated with the proposed merger. In addition, the Board authorized Management to begin discussing employment matters with SoftBank since material terms of the merger had been agreed to, including the $1.40 per share price, but subject to the resolution of open business points regarding a termination fee and antitrust efforts and the receipt of a draft of a Convertible Note Purchase Agreement containing the terms provided by SoftBank on March 7, as further revised following discussions with SoftBank on March 8.

On March 9, 2023, Party B informed representatives of Credit Suisse that it had determined not to continue exploring a potential transaction with the Company at such time due to the early-stage nature of the Company’s business and the Company’s historical and forecasted negative cash flow.

On March 10, 2023, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Goodwin, which provided for certain revisions with respect to the representations and warranties and covenants and the payment of a termination fee, and an initial draft of the form of voting and support agreement. Between March 10, 2023 and March 16, 2023, Goodwin and Morrison Foerster exchanged several drafts of the voting and support agreement.

On March 11, 2023, representatives of Goodwin sent a revised draft of the Merger Agreement to representatives of Morrison Foerster that provided for, among other things: (i) a to-be-determined reverse termination fee to be payable by SoftBank in the event of the termination of the Merger Agreement due to a failure to obtain certain antitrust approvals (including with respect to the HSR Act), (ii) a Company termination fee equal to 3% of the aggregate equity value of the transaction and (iii) certain other revisions with respect to the representations and warranties and covenants.

On March 12, 2023, at the request of the Board and the Special Committee, representatives of Goodwin and legal counsel to Credit Suisse finalized an amendment to the Special Committee’s engagement letter with Credit Suisse, to reflect Credit Suisse’s engagement by the Board rather than the Special Committee.

Also on March 12, 2023, SoftBank’s representative and Mr. Fidler held a telephonic meeting and discussed certain open items in the Merger Agreement, including, among other things, the reverse termination fee and treatment of the Company’s expenses in connection with the transaction. Over the course of the subsequent days, representatives of SoftBank and the Company continued to discuss, by email, open items in connection with the transaction, including, among other things, treatment of unvested equity awards of all employees.

On March 13, 2023, representatives of Morrison Foerster sent an initial draft of the Convertible Note Purchase Agreement to Goodwin, which included all of the updated terms provided by SoftBank as well as other customary items typically included in such unsecured convertible note financing documents.

On March 14, 2023, representatives of Goodwin confirmed to representatives of Morrison Foerster that Management had been authorized to begin discussing employment matters with SoftBank.

On March 15, 2023, the Board held a meeting, at which all members of the Board, representatives of Credit Suisse (at the request of the Special Committee) and Goodwin, and other members of Management were in attendance. Goodwin provided the Board with a description of the Board’s fiduciary responsibilities, summary of the Merger Agreement, and a summary of the interim financing arrangement under the Convertible Note Purchase Agreement. Credit Suisse reviewed certain aspects of the proposed transaction with SoftBank, including the interim financing and key terms of the Merger Agreement, including the merger consideration. Credit Suisse also discussed preliminary financial analyses based on the financial information provided by the Company, including the Company Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.” Following such discussion, the Board reaffirmed its decision to continue prioritizing a proposed merger with SoftBank, and confirmed that the deal, including all key deal terms, had been sufficiently negotiated and agreed upon such that Management could proceed to discuss employment matters with SoftBank.

Also on March 15, 2023, Goodwin circulated to Morrison Foerster a revised draft of the Convertible Note Purchase Agreement, that included proposed changes relating to, among other things, representations by the Company, registration rights and conversion mechanics.

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On March 16, 2023, Morrison Foerster circulated a revised draft of the form of voting and support agreement, that included proposed changes contemplating a stockholder vote to amend the certificate of incorporation of the Company to increase its authorized shares of common stock to 715,000,000 in order to facilitate the bridge financing. The form of voting and support agreement was finalized and agreed upon later that day.

On March 17, 2023, Dr. Wagner held a telephonic call with SoftBank’s representative, during which Dr. Wagner confirmed that the Board was willing to allow SoftBank to begin discussions regarding employment matters with senior management, because all material terms of the Merger Agreement and the Convertible Note Purchase Agreement had been agreed upon.

On March 17, 2023, Dr. Wagner also commenced outreach to representatives of the Supporting Stockholders regarding the voting and support agreements.

On March 17, 2023, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Goodwin that provided for, among other things: (i) removal of the requirement to enter into offer letters with certain key employees concurrently with the signing of the Merger Agreement, (ii) removal of the reverse termination fee to be payable by SoftBank, (iii) a Company termination fee equal to 3.5% of the aggregate equity value of the transaction, and (iv) certain other revisions with respect to the representations and warranties, covenants and conditions to closing.

On March 18, 2023, representatives of Credit Suisse provided the Company and representatives of Goodwin with written disclosures regarding its relationships with the Company and SoftBank.

Between March 20, 2023, and March 24, 2023, representatives of Goodwin and Morrison Foerster exchanged drafts of the Merger Agreement with incremental edits for finalization of the Merger Agreement.

During the period between March 18, 2023, and March 23, 2023, SoftBank and the Company, along with their respective legal and financial advisors, exchanged documents and held videoconference calls frequently to finalize the Merger Agreement, the Convertible Note Purchase Agreement and other ancillary documents associated with proposed transaction.

On March 19, 2023 and March 20, 2023, SoftBank sent Dr. Wagner draft post-closing employment agreements for senior management, including for himself, which were negotiated over the next few days and finalized on March 24, 2023.

On March 23, 2022, throughout the day, Goodwin and Morrison Foerster worked to finalize the Merger Agreement, the Convertible Note Purchase Agreement and the disclosure schedules.

On March 23, 2023, the Board and Special Committee held a meeting, at which all Board members, representatives of Credit Suisse (at the request of the Special Committee) and Goodwin, and other members of Management were in attendance. Representatives of Goodwin communicated that the Merger Agreement, the Convertible Note Purchase Agreement and all other ancillary documents associated with the proposed merger with SoftBank were in final form, with no material changes to any of the previously communicated terms. Representatives of Goodwin then reminded the Board of its fiduciary duties in connection with a merger, which had been discussed with the Board throughout the process. Management reviewed the amendment to the Special Committee’s engagement letter with Credit Suisse to reflect Credit Suisse’s engagement by the Board rather than the Special Committee. The Board then discussed the engagement of Credit Suisse as its financial advisor, noting that Credit Suisse’s disclosures regarding its relationships with SoftBank produced by Credit Suisse on March 18, 2023 did not, in the Board’s judgment, impair Credit Suisse’s ability to provide objective financial advice in the context of a financial advisory engagement. Following such review, the Board unanimously adopted resolutions approving, among other things, such amendment and Credit Suisse’s engagement by the Board. Representatives of Credit Suisse then reviewed and discussed its financial analyses with respect to the Company and the proposed Merger. Thereafter, at the request of the Board, Credit Suisse rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to the Board dated the same date) as to, as of March 23, 2023, the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the merger consideration to be received by such holders in the Merger pursuant to the Merger Agreement. Based on the factors cited in “— Reasons for the Merger,” the Special Committee unanimously adopted, among other things, resolutions (i) determining that the terms of the Merger Agreement and the Merger Transactions, are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in

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Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; and (ii) recommending that the stockholders of the Company vote in favor of the Proposals. Based on the factors cited in “— Reasons for the Merger,” including the recommendation of the Special Committee at this meeting, the Board then unanimously adopted, among other things, resolutions (i) determining that the terms of the Merger Agreement and the Merger Transactions, are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; and (ii) recommending that the stockholders of the Company vote in favor of the Proposals.

On March 24, 2023, after the U.S. securities markets closed, (i) the Company, SoftBank and Merger Sub executed and delivered the Merger Agreement, (ii) the Company and an affiliate of SoftBank executed and delivered the Convertible Note Purchase Agreement, and (iii) the relevant equity holders of the Company executed and delivered the Voting Agreements. Subsequently on March 24, 2023, the parties issued a joint press release announcing the execution of the Merger Agreement and the Convertible Note Purchase Agreement, and the Company filed a current report on Form 8-K announcing the execution of the Merger Agreement and the Convertible Note Purchase Agreement. SoftBank amended its Schedule 13D to reflect the execution of the Merger Agreement, the Convertible Note Purchase Agreement and the Voting Agreements.

Recommendation of the Board

The Board, in consultation with financial and legal advisors and Management, evaluated the Merger Agreement and the Merger Transactions and unanimously: (i) determined that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; (ii) determined the Charter Amendment to be advisable and in the best interests of the Company and its stockholders; and (iii) recommends that the Company Stockholders vote in favor of the Proposals.

Reasons for the Merger

In the course of its deliberations and in arriving at its determination that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders and its recommendation that the Company Stockholders vote in favor of the Merger Proposal and Charter Amendment Proposal, the Board (including the members of the Special Committee) considered a number of factors and consulted with legal and financial advisors and Management. The following are some of the significant factors that supported the determination and recommendation of the Board (these factors are presented below in no particular order and were neither ranked nor weighted in any particular manner by the Board):

•	Attractive Value. The Board considered:

•	the historical market prices, volatility and trading information with respect to the Class A common stock;

•	the belief of the Board that it was unlikely that the trading price of the Class A common stock would, in the foreseeable future, reflect a net present value greater than the Merger Consideration of $1.40 per share of Company common stock and/or increase from its existing share price; and

•	that the per share Merger Consideration represents approximately a premium of approximately: (i) 18% above the closing price of the Company common stock on March 23, 2023, the last trading day prior to the date of the Merger Agreement; (ii) 34% to the trailing 30-day trading day

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average closing price of Company common stock for the period ended February 9, 2023, the last trading day prior to the announcement of SoftBank’s non-binding indication of interest for the potential acquisition of the Company; (iii) 46% to the trailing 60-day trading day average closing price of Company common stock for the period ended February 9, 2023; and (iv) 26% to the trailing 90-day trading day average closing price of Company common stock for the period ended February 9, 2023;

•

Best Alternative for Maximizing Stockholder Value. The Board believed that the Merger Consideration of $1.40 in cash per share of Company common stock was more favorable to the Unaffiliated Stockholders than the potential value that might result from other alternatives reasonably available to the Company, including, but not limited to, the continued operation of the Company on a standalone basis with no change in its relationship with the SoftBank Entities but with a financing transaction, in light of a number of factors, including:

•

the Board’s assessment of the Company’s business, operations, strategic and competitive positioning, historical and projected financial performance, long-range plans and the risk in achieving its prospects and plans, including the fact that the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2022, expressed substantial doubt about the Company’s ability to continue as a going concern; and significant quarterly fluctuations expected due to the nature of the Company’s business, its limited number of customers and the uneven flow of its order volume;

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the Board’s assessment of the risks associated with continuing to operate the Company on a standalone basis, particularly in light of the Company’s cash burn and anticipated need to raise substantial amounts of capital in order to meet the Company’s future funding requirements based on the Company’s current operating plan (and the fact that, prior to January 2023, the Company had made repeated, unsuccessful attempts to access the capital markets);

•	the Board’s assessment of the risks related to the robotics and AI automation industries and market verticals in which the Company operates, including its dependence on a limited number of key customers, and the other risks and uncertainties discussed in the Company’s public filings with the SEC;

•	the impact on the Company of general macroeconomic risks, including those relating to rising interest rates and inflation, and the other risks and uncertainties discussed in the Company’s public filings with the SEC;

•	the limited liquidity of shares of the Class A common stock due to the Company’s high concentration of ownership, which the Board believed created an overhang on the trading price of the Class A common stock;

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the belief of the Board that, after negotiations at the direction of the Board and with the assistance of experienced legal and financial advisors, the Board obtained an attractive valuation, as described above, and the best terms and highest and best consideration that the SoftBank Entities were willing to pay in connection with the Merger;

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the Board’s assessment of the likelihood of other parties being willing and able to engage in an alternative stockholder-value-maximizing transaction with the Company that, in light of a number of factors (including the Merger Consideration offered by the SoftBank Entities’ proposal, the outreach conducted by Credit Suisse and the public disclosures discussed below) the Board determined were unlikely to result in value to the Unaffiliated Stockholders that would exceed, on a present-value basis, the value of the agreed-upon Merger Consideration;

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the fact that, during the period from January 2023 through March 2023, the Company held discussions with various institutional investors, including Party A, to gauge their interest in a potential investment in the Company’s securities, but that these discussions did not ultimately result in terms more favorable to the Company than the Merger;

•	the fact that, during the period from January 2023 through March 2023, Credit Suisse contacted 15 industry participants and financial sponsors identified by discussions with the Board and

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Management to be most likely to have the interest and ability to acquire the Company to determine their respective potential interest in exploring an acquisition of the Company, 13 of which declined to engage in any discussions and two of which engaged in initial discussions but declined to proceed after such initial discussions; and

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the fact that (i) between the Company's issuance of its press release on February 10, 2023, disclosing receipt of the Initial Proposal from SoftBank, and the signing of the Merger Agreement on March 24, 2023, the Company did not receive any unsolicited offers or bids from other third parties to acquire all or any portion of the Company, and approximately six weeks elapsed between the public disclosure on February 10, 2023, of SoftBank's Initial Proposal to the signing of the Merger Agreement, during which time potential third parties could contact the Board regarding a potential acquisition of all or any portion of the Company and (ii) during the period from January 2023 through March 2023, at the direction of the Board, Credit Suisse contacted 15 industry participants and financial sponsors identified by discussion with the Board and Management to be most likely to have the interest and ability to acquire the Company, to determine their respective potential interest in exploring an acquisition of the Company, all of which parties declined to submit any form of indication of interest. The Board considered that, if any other third parties were interested in exploring a transaction with the Company, such potential acquirors would have been motivated to approach the Company, and the Board considered, based on the foregoing information and after consultation with Credit Suisse, that no other potential transaction partner was likely to be both willing and able to acquire the Company at a valuation of $1.40 per share or greater.

•

Greater Certainty of Value. The Board considered that the proposed Merger Consideration is all cash, without any financing contingencies, so that the transaction provides Company Stockholders certainty of value and liquidity for their shares of Company common stock, especially when viewed against the risks and uncertainties inherent in the Company’s business, including the internal and external risks associated with the Company’s long-term plan.

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Receipt of Fairness Opinion from Credit Suisse. The Board considered the oral opinion of Credit Suisse rendered to the Board on March 23, 2023, which was subsequently confirmed by delivery of a written opinion dated March 23, 2023, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Credit Suisse in preparing its opinion, the Merger Consideration to be received by the holders of Class A common stock, other than the Excluded Holders, in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below in the section of this proxy statement entitled “Special Factors — Opinion of the Board’s Financial Advisor.” In considering Credit Suisse’s opinion, the Board was aware that Credit Suisse’s opinion was based on the totality of factors and analyses considered by Credit Suisse and on Credit Suisse’s judgment and experience, and that the result or implication of any one particular analysis or factor considered by Credit Suisse was not dispositive.

•	High Likelihood of Completion. The Board considered the likelihood of completion of the Merger to be high, particularly in light of the terms of the Merger Agreement and closing conditions, including:

•	the absence of any conditions to the consummation of the Merger that are unlikely to be satisfied, including the absence of a financing condition (as more fully described under “The Merger Agreement — Conditions to the Merger”);

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the commitment of Parent in the Merger Agreement to use commercially reasonable efforts to satisfy the conditions to the Merger and to consummate the Merger Transactions as promptly as reasonably practicable, and to use reasonable best efforts to obtain applicable regulatory approvals (as more fully described under “The Merger Agreement — Filings; Other Actions; Notification”);

•

the commitment of the Supporting Stockholders, who collectively own approximately % of the voting power of the issued and outstanding shares of Company common stock entitled to vote at the Special Meeting as of the Record Date, to vote all shares of Company common stock owned by them in favor of the Merger Proposal and Charter Amendment Proposal, not to transfer their

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shares prior to the closing of the Merger, and to a customary non-solicitation provision, whereby each Supporting Stockholder agreed, among other things, to not solicit, initiate or knowingly facilitate or encourage an alternative transaction (as more fully described under “The Voting and Support Agreement”); and

•

that the Company secured committed convertible debt financing to be provided by an affiliate of SoftBank, the aggregate proceeds of which will be sufficient for the Company to fund its operations until the closing of the Merger, including the fees and expenses related to the Merger expected to be paid prior to the closing of the Merger (as more fully described under “The Convertible Note Purchase Agreement”).

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Opportunity to Receive Unsolicited Acquisition Proposals and to Terminate the Merger in Order to Accept a Superior Proposal. The Board considered the terms of the Merger Agreement permitting the Company to receive unsolicited acquisition proposals, and the other terms and conditions of the Merger Agreement, including:

•

that the Company may, prior to the receipt of the Company Stockholder Approval, in response to an unsolicited, bona fide written Takeover Proposal that did not result from a breach of the Company’s non-solicitation obligations, subject to certain conditions, provide information and participate in discussions or negotiations with a third party who has made such a bona fide written Takeover Proposal, if and only if the Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Takeover Proposal either constitutes or is reasonably expected to lead to a Superior Proposal, and that the failure to provide information and participate in such discussions or negotiations would be inconsistent with its fiduciary duties pursuant to applicable law (as more fully described under “The Merger Agreement — No Solicitation of Acquisition Proposals; No Adverse Recommendation Change Exceptions”); and

•

under certain circumstances, the Company may, prior to the receipt of the Company Stockholder Approval: (i) make an Adverse Recommendation Change and terminate the Merger Agreement in response to a Superior Proposal received by the Board and subject to the Company’s compliance with certain procedures; or (ii) make an Adverse Recommendation Change in response to an Intervening Event (as more fully described under “The Merger Agreement — No Solicitation of Acquisition Proposals; No Adverse Recommendation Change Exceptions”).

•	Other factors. The Board also considered the following as generally supportive in making its determination:

•

that the Company Stockholders who do not vote to approve the Merger Agreement and who follow certain prescribed procedures are entitled to dissent from the Merger and demand payment of the “fair value” of their shares of Company common stock, as and to the extent provided by Delaware law (as more fully described under “Special Factors — Dissenters’ Rights”);

•

that the terms of the Merger Agreement provide the Company sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement (as more fully described under “The Merger Agreement — Conduct of Our Business Pending the Merger”); and

•	the fact that the Board were fully informed about the extent to which the interests of the SoftBank Entities and their affiliates in the Merger differ from those of the Unaffiliated Stockholders.

In the course of its deliberations, the Board also considered a variety of uncertainties, risks and potentially negative factors, including:

•	that, following the completion of the Merger, the Unaffiliated Stockholders will not participate in potential further growth in the Company’s assets, future earnings growth or future appreciation in value of the shares of Company common stock;

•	the risk that the Merger Transactions may not be consummated in a timely manner or at all, and the consequences thereof, including (i) the potential loss of value to the Company Stockholders, (ii) the

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potential negative impact on the operations and prospects of the Company, including the risk of loss of key personnel, and (iii) that the market’s perception of the Company’s prospects could be adversely affected if such transactions were delayed or were not consummated;

•

the possible effects of the pendency or consummation of the Merger Transactions, including the potential for suits, actions or proceedings in respect of the Merger Agreement or the Merger Transactions, the risk of any loss or change in the relationship of the Company and its subsidiaries with their respective employees, agents, customers and other business relationships, and any possible effect on the Company’s ability to attract and retain key employees, including that employees might choose not to remain employed with the Company prior to the completion of the Merger;

•	that the SoftBank Entities’ ownership interest in the Company would likely be taken into account by third parties considering whether to make unsolicited acquisition proposals prior to the receipt of the Company Stockholder Approval;

•

the possibility that under certain limited circumstances, including a termination by SoftBank as a result of an Adverse Recommendation Change or a termination by the Company to enter into an alternative acquisition agreement providing for a Superior Proposal, the Company may be required to pay SoftBank a Termination Fee of $13,658,000 (as more fully described under “The Merger Agreement — Termination Fee”);

•

the restrictions placed on the conduct of the Company’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which could delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company absent the pending completion of the Merger, including with respect to seeking other financing or transaction opportunities;

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that the Company’s directors, officers and employees have expended and will expend extensive efforts attempting to complete the Merger Transactions and such persons have experienced and will experience significant distractions from their work during the pendency of such transactions, that the Company could experience talent loss as a result of the announcement or pendency of the Merger, and that the Company has incurred and will incur substantial costs in connection with such transactions, even if such transactions are not consummated;

•	the restrictions in the Merger Agreement on the Company’s ability to solicit competing proposals from the date of the Merger Agreement (subject to certain exceptions to allow the Board to exercise its fiduciary duties and to accept a Superior Proposal upon the payment of the Termination Fee);

•	that the receipt of cash in exchange for shares of Company common stock in the Merger will be a taxable transaction for U.S. federal income tax purposes for certain Company Stockholders;

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the risk that the parties may be delayed in obtaining, or may not obtain, the regulatory approvals required to consummate the Merger, including under the HSR Act or the ICA, or that governmental authorities may make other challenges to the Merger under antitrust laws, as described in the section of this proxy statement entitled “Special Factors — Regulatory Approvals”; and

•

the interests that the Company’s directors and executive officers may have in the Merger, which may be different from, or in addition to, those of the Company’s other stockholders, as described in the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

The Board also considered the following factors relating to the procedural safeguards that the Board believes were and are present with respect to the fairness of the Merger, which the Board believes supports its decisions and provide assurance as to the procedural fairness of the Merger to the Unaffiliated Stockholders:

•

that, at the direction of the Board, the terms of the Merger Agreement and the Merger Transactions, including the Merger, were extensively negotiated by the Board and its financial and legal advisors, and were closely reviewed and scrutinized by the Board, and that extensive negotiations occurred with SoftBank regarding the potential Merger Consideration resulting in an increase in the offered Merger Consideration from $1.30 per share to $1.40 per share;

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•	that the terms of any employment matters, including post-closing roles and compensation for certain members of Management, were not permitted to be discussed until all material terms of the Merger Agreement and the Convertible Note Purchase Agreement had been agreed upon;

•

that the terms of the Merger Agreement included the ability of the Company to receive, negotiate and, under specified circumstances, terminate the Merger Agreement to accept, a Superior Proposal (as more fully described under “The Merger Agreement — No Solicitation of Acquisition Proposals; Adverse Recommendation Changes”);

•	that the Board made its evaluation of the Merger Agreement and the Merger based upon the factors discussed in this proxy statement and with the full knowledge of the interests of SoftBank and its affiliates in the Merger;

•

that (i) between the Company’s issuance of its press release on February 10, 2023, disclosing receipt of the Initial Proposal from SoftBank, and the signing of the Merger Agreement on March 24, 2023, the Company did not receive any unsolicited offers or bids from other third parties to acquire all or any portion of the Company, and approximately six weeks elapsed between the public disclosure on February 10, 2023, of SoftBank’s Initial Proposal to the signing of the Merger Agreement, during which time potential third parties could contact the Board regarding a potential acquisition of all or any portion of the Company and (ii) during the period from January 2023 through March 2023, at the direction of the Board, Credit Suisse contacted 15 industry participants and financial sponsors identified by discussion with the Board and Management to be most likely to have the interest and ability to acquire the Company, to determine their respective potential interest in exploring an acquisition of the Company, all of which parties declined to submit any form of indication of interest;

•

the Board formed the Special Committee, consisting of two of the Company’s independent directors who are independent of, and not affiliated with, SoftBank or its affiliates, whose mandate included, among other things, evaluation and consideration of any potential or actual proposal from SoftBank and any other alternative proposals, including financings, or other strategic alternatives that may be available to the Company, including the Merger;

•	that the members of the Special Committee are not officers or employees of the Company, are not representatives of SoftBank or its affiliates, and are not expected to have an economic interest in the Company following the completion of the Merger;

•

that the members of the Special Committee will not personally benefit from the consummation of the Merger Transactions in a manner different from the Unaffiliated Stockholders, except for indemnification and continuing directors and officers liability insurance coverage, the vesting of certain Company equity awards upon the closing of the Merger, and the receipt of customary fees for service on the Board as described in the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger”; and

•	that the Special Committee had the power to reject any transaction proposal from the SoftBank Entities or otherwise arising out of the Special Committee’s process regardless of the wishes, the vote or objection of the Board.

After taking into account all of the factors set forth above, as well as others, the Board, including the members of the Special Committee, concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders.

The foregoing discussion of the information and factors considered by the Board includes the material positive and negative factors considered by the Board, but it is not intended to be exhaustive and may not include all the factors considered by the Board. The Board did not quantify or assign any specific weights to the various factors that they considered in reaching its determination to approve the Merger Agreement and Merger Transactions. Rather, the Board reached its position and recommendations based on the totality of the information presented to, and factors considered by, them. In addition, individual members of the Board each applied his or her own personal business judgment to the process and may have given differing weights to different factors. The Board did not undertake to make any specific determinations as to whether any factor, or any particular aspect of

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any factor, supported or did not support its ultimate determinations. The Board unanimously resolved to recommend that the Company Stockholders, including the Unaffiliated Stockholders, approve the Merger Proposal based upon the totality of information it considered.

When considering the foregoing recommendation of the Board that Company Stockholders vote to approve the proposal to adopt the Merger Agreement, Company Stockholders should be aware that some of the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of Company Stockholders more generally. The Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Merger Transactions were advisable and in the best interests of the Company and its stockholders and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions, in making its recommendation that the Company Stockholders, including the Unaffiliated Stockholders, vote in favor of the Merger Proposal and in directing that the adoption of the Merger Agreement be submitted to a vote of the Company Stockholders. For more information, please see the section of this proxy statement captioned “— Interests of the Company’s Directors and Executive Officers in the Merger.”

The explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information.”

The Board did not seek to establish a pre-merger going concern value for the Company, and therefore no such value was considered by the Board in making its fairness determinations. Rather, the Board believed that the financial analyses presented by Credit Suisse and the information Management reviewed with Credit Suisse (and on which Credit Suisse relied at the direction of the Company), including the Company Projections, as more fully described below under “Opinion of the Board’s Financial Advisor,” were indicative of going concern values for the Company as it continues to operate its business. The Board did not consider net book value, which is an accounting concept, for purposes of reaching its determinations and recommendations, because, in the view of the Board, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determinations and recommendations, the Board did not consider the liquidation value of the Company because they considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The Board unanimously recommends that the Company Stockholders vote “FOR” the approval of the Merger Proposal.

Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders

Under the SEC rules governing “going private” transactions, the Company is engaged in a “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to the Company’s Unaffiliated Stockholders. The Board, on behalf of the Company, is making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Board, on behalf of the Company, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which a Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed with the SEC) is both procedurally and substantively fair to the Unaffiliated Stockholders. The Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders for purposes of negotiating the terms of the Merger Agreement. However, the Board expressly adopted the analysis of the Special Committee, among other factors considered, in the course of reaching its determination and recommendations discussed above under “— Reasons for the Merger.”

Position of the SoftBank Entities as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the SoftBank Entities is an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Merger to the Unaffiliated Stockholders. The SoftBank Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act.

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However, the view of the SoftBank Entities as to the fairness of the Merger should not be construed as a recommendation to any Company Stockholder as to how that stockholder should vote on the Merger Agreement Proposal. The SoftBank Entities have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders.

The SoftBank Entities believe that the interests of the Unaffiliated Stockholders were properly represented by the Board, which negotiated the terms and conditions of the Merger Agreement on behalf of the Unaffiliated Stockholders with the assistance of its independent legal and financial advisors. The SoftBank Entities did not participate in the deliberation of the Special Committee or the Board regarding, nor did they receive advice from the respective legal or other advisors of the special Committee or the Board as to, the fairness of the Merger. The SoftBank Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. The SoftBank Entities have not received any report, opinion or appraisal from any outside party materially related to the Merger, including any report, opinion or appraisal relating to the fairness of the Merger to the Unaffiliated Stockholders or the SoftBank Entities.

Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board discussed in the section of this proxy statement entitled “Special Factors – Reasons for the Merger” (which analysis and resulting conclusions the SoftBank Entities adopt), the SoftBank Entities believe that the Merger is substantively fair to the Unaffiliated Stockholders. In particular, the SoftBank Entities considered the following:

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the current and historical market prices of and volatility with respect to the shares of Class A common stock, including the market performance of the shares of Class A common stock relative to those of other participants in the Company’s industry and general market indices, and the fact that the Merger Consideration represents a premium of approximately (i) 18% to the closing price of Company common stock on March 23, 2023 (the last trading day prior to the execution of the Merger Agreement), (ii) 34% to the trailing 30-day trading day average closing price of Company common stock for the period ended February 9, 2023 (the last trading day prior to the announcement of SoftBank’s non-binding indication of interest for the potential acquisition of the Company), (iii) 46% to the trailing 60-day trading day average closing price of Company common stock for the period ended February 9, 2023 and (iv) 26% to the trailing 90-day trading day average closing price of Company common stock for the period ended February 9, 2023;

•	the fact that the Board determined that it was unlikely that the trading price of the Class A common stock would reflect a net present value greater than the Merger Consideration and/or increase from its existing share price in the foreseeable future;

•

the fact that the Board considered alternatives to the Merger in order to meet the Company’s immediate financing needs, including having discussions with various institutional investors and financial sponsors to gauge potential interest in an investment in the Company’s securities or a more favorable acquisition of the Company, and concluded that the only other viable source of funding was the use of an existing equity facility with Lincoln Park Capital Fund, LLC, and that this alternative was financially less favorable to the Company and its stockholders than the Merger, including because the financing available pursuant to such equity facility was insufficient to fund the Company’s business plans through to profitability;

•	the fact that the Board (acting upon the unanimous recommendation of the Special Committee) unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Unaffiliated Stockholders;

•

the fact that the Merger Consideration, which is all cash and without any financing contingencies, provides the Unaffiliated Stockholders with certainty of value for their shares and eliminates the risks to the Unaffiliated Stockholders of the Company’s immediate financing needs, for which there were no attractive and viable alternative sources;

•

the fact that the Merger will provide liquidity for the Unaffiliated Stockholders, particularly given the low trading volume of the Class A common stock prior to the disclosure of the proposal by SoftBank to acquire the Company, and without incurring brokerage and other costs typically associated with market sales;

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the SoftBank Entities’ assessment of the Company’s business, operations, strategic and competitive positioning, historical and projected financial performance, long-range plans, and the fact that the Company’s independent registered accounting firm expressed doubt as to the Company’s ability to continue as a going concern in its report on the Company’s consolidated financial statements for the year ended December 31, 2022;

•	the SoftBank Entities’ assessment of the risks associated with the Company continuing to operate as a standalone company, particularly in light of the Company’s need to raise substantial amounts of capital to continue its operations and meet future funding requirements;

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the SoftBank Entities’ assessment of the risks associated with the robotics and AI automation industries and market verticals in which the Company operates, as well as the Company’s dependence on a limited number of key customers and other risks and uncertainties discussed in the Company’s public filings with the SEC;

•	the impact on the Company of general macroeconomic risks such as rising interest rates and inflation, and other risks and uncertainties discussed in the Company’s public filings with the SEC;

•

the fact that the Supporting Stockholders, who collectively represent approximately % of the voting power of the issued and outstanding shares of the Company common stock entitled to vote at the Special Meeting as of the Record Date, have irrevocably and unconditionally agreed to vote their shares in favor of the Merger Agreement and related transactions;

•	the terms of comparable transactions, including the premium paid in such transactions;

•

the fact that there are no conditions to the Merger that are unlikely to be satisfied and that the Merger is not conditioned on any financing being obtained by Parent, increasing the likelihood that the Merger will be consummated and that the consideration to be paid to the Unaffiliated Stockholders in the Merger will be received;

•	the fact that the SoftBank Entities committed in the Merger Agreement to use commercially reasonable efforts to satisfy the conditions to the Merger and to consummate the Merger Transactions as promptly as reasonably practicable;

•

the fact that the Company secured convertible debt financing of up to $60 million from an affiliate of the SoftBank Entities, the aggregate proceeds of which will allow the Company to fund its operations until the closing of the Merger, including the fees and expenses related to the Merger that will be paid prior to the Closing; and

•	the potential risks to the Company of continuing to have publicly traded Class A common stock and Public Warrants, including the risks of market volatility and global economic uncertainty.

The SoftBank Entities further believe that the Merger is procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors:

•	the Board was fully informed about the extent to which the interests of the SoftBank Entities in the Merger differed from those of the Unaffiliated Stockholders;

•

the fact that, during the period from January 2023 through March 2023, Credit Suisse contacted 15 industry participants and financial sponsors identified by discussions with the Board and Management to be most likely to have the interest and ability to acquire the Company to determine their respective potential interest in exploring an acquisition of the Company, 13 of which declined to engage in any discussions and two of which engaged in initial discussions but declined to proceed after such initial discussions;

•	the fact that the Merger Consideration was the result of the Company’s extensive arm’s-length negotiations with Parent, which resulted in the Board, with the assistance of experienced legal and financial advisors,

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(i) negotiating to increase SoftBank’s initial bid of $1.30 per share of Company common stock to $1.40 per share of Company common stock, (ii) for an affiliate of SoftBank to provide interim convertible debt financing of up to $60 million and (iii) to provide for no exclusivity period;

•	the fact that the Board retained, and had the benefit of advice from, internationally recognized legal and financial advisors;

•

notwithstanding the fact that Credit Suisse’s opinion was not delivered to the SoftBank Entities and the SoftBank Entities are not entitled to rely on such opinion, the fact that the Board received an oral opinion from Credit Suisse on March 23, 2023, which oral opinion was subsequently confirmed by delivery of a written opinion, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Credit Suisse in preparing its opinion, the Merger Consideration to be received by the holders of Class A common stock, other than the Excluded Holders, in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders;

•	the Company’s ability, under certain circumstances as set out in the Merger Agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding acquisition proposals that constitute, or are reasonably likely to lead to, superior proposals;

•

the fact that SoftBank publicly disclosed its interest in acquiring the Company in a Schedule 13D/A on February 9, 2023, approximately six weeks prior to entering the Merger Agreement, and that from February 9, 2023 until the Merger Agreement was signed on March 24, 2023, no third parties contacted the Board regarding a potential acquisition of all or a portion of the Company;

•	the fact that the parties publicly disclosed the execution of the Merger Agreement on March 24, 2023 and, following such announcement, the Company did not receive any unsolicited inquiries from any third parties regarding a potential acquisition of all or a portion of the Company;

•

the Company’s ability, under certain circumstances as set out in the Merger Agreement, to terminate the Merger Agreement to enter into a definitive agreement related to a superior proposal, subject to paying Parent the Termination Fee, subject to and in accordance with the terms and conditions of the Merger Agreement; and

•	the availability of appraisal rights to Company Stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their shares.

The SoftBank Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

•	the Unaffiliated Stockholders will not participate in any future earnings, appreciation in value or growth of the Company’s business and will not benefit from any potential sale of the Company or its assets to a third party in the future;

•

the risk that the Merger might not be completed in a timely manner or at all, the consequences of which might include (i) the potential loss of value to the Company Stockholders, (ii) a negative impact on the operations and prospects of the Company, including the potential loss of key personnel and (iii) an adverse impact on the market’s perception of the Company’s prospects;

•

the restrictions on the conduct of the Company’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent the Company from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of the Company pending completion of the Merger;

•	the negative effect that the pendency of the Merger, or a failure to complete the Merger, could potentially have on the Company’s business and relationships with its employees, vendors and customers;

•	that the SoftBank Entities’ ownership interest in the Company would likely be considered by third parties in considering whether or not to make an unsolicited acquisition proposal;

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•	the risk that the parties may be delayed in obtaining, or unable to obtain, the regulatory approvals required to consummate the Merger, including under the HSR Act or the ICA;

•

subject to the terms and conditions of the Merger Agreement, that the Company and its subsidiaries are restricted from initiating, soliciting or knowingly facilitating or encouraging any inquiries, proposals or offers regarding, or the marking of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal;

•	the possibility that the amounts that may be payable by the Company upon the termination of the Merger Agreement, including payment to Parent of the Termination Fee, could discourage other potential acquirors from making a competing bid to acquire the Company; and

•	the fact that an all-cash transaction would be taxable to certain of the Company Stockholders that are U.S. holders for U.S. federal income tax purposes.

The foregoing discussion of the information and factors considered and given weight by the SoftBank Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The SoftBank Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the SoftBank Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The SoftBank Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any Company Stockholder to approve the Merger Agreement. The SoftBank Entities make no recommendation as to how Company Stockholders should vote their shares relating to the Merger. The SoftBank Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

The SoftBank Entities did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the SoftBank Entities’ view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determination and recommendations, the SoftBank Entities did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. The SoftBank Entities did not consider the value of the Company as a going concern in evaluating the Merger because of its belief that the trading price of the shares of Class A common stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction.

Opinion of the Board’s Financial Advisor

On March 23, 2023, Credit Suisse rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to the Board dated the same date) as to, as of March 23, 2023, the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

In arriving at its opinion, Credit Suisse:

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•	reviewed a draft, dated March 23, 2023, of the Merger Agreement and certain publicly available business and financial information relating to Company;

•

reviewed certain other information relating to Company, including financial forecasts relating to the Company for the fiscal years ending December 31, 2023 through December 31, 2033 (a summary of which is included in “— Unaudited Prospective Financial Information of the Company,” the “Base Projections”) prepared and provided to Credit Suisse by Management and estimated financing terms for which financing may be obtained by the Company in the absence of a Transaction (referred to in this section as the “Estimated Financing Terms”);

•	discussed with Management and certain of the Company’s representatives the business and prospects of the Company;

•

reviewed estimates of Management regarding the Company’s net operating losses and its anticipated utilization thereof (a summary of which is included in “— Unaudited Prospective Financial Information of the Company,” the “NOL Estimates,” and together with the Base Projections, the “Company Projections”);

•	considered certain financial and stock market data of Company, and compared that data with similar data for other companies with publicly traded equity securities in businesses Credit Suisse deemed similar to those of the Company;

•	considered, to the extent publicly available, the financial terms of certain other business combinations and other transactions that had been effected; and

•	considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that Credit Suisse deemed relevant.

In connection with its review, Credit Suisse did not independently verify any of the foregoing information and, with the Company’s consent, Credit Suisse assumed and relied upon such information being complete and accurate in all respects material to its analyses and opinion. With respect to the Base Projections and the NOL Estimates, Credit Suisse had been advised by Management, and Credit Suisse assumed, with the Company’s consent, that such forecasts were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and the other matters addressed thereby. In addition, Credit Suisse had been advised by Management, and Credit Suisse assumed, with the Company’s consent, that the Estimated Financing Terms fairly reflect the terms on which financing may have been available to the Company in the absence of the Merger. At the direction of the Company, Credit Suisse assumed that the Base Projections, the NOL Estimates and the Estimated Financing Terms were a reasonable basis upon which to evaluate Company and the Merger, and at the direction of the Company, Credit Suisse relied upon the Base Projections, the NOL Estimates and the Estimated Financing Terms for purposes of its analyses and opinion. Credit Suisse expressed no view or opinion with respect to the Base Projections, the NOL Estimates or the Estimated Financing Terms, or the assumptions and methodologies upon which they were based.

Credit Suisse also assumed, with the Company’s consent, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on the contemplated benefits of the Merger and that the Merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any term, condition or agreement thereof that would be material to Credit Suisse’s analyses or opinion. In addition, Credit Suisse was not requested to, and did not, make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, and Credit Suisse was not furnished with any such evaluations or appraisals. With the Company’s consent, Credit Suisse assumed that the final form of the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by Credit Suisse in all respects material to its analyses and opinion.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication (financial or otherwise) of the Merger or any agreement, arrangement or understanding entered into in connection therewith or

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otherwise, including, without limitation, the form or structure of the Merger, any voting agreement entered into in connection with the Merger and the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, securityholders or affiliates of any party to the Merger or class of such persons, relative to the Merger Consideration or otherwise. Credit Suisse had understood that the Company and a wholly owned subsidiary of Parent were also entering into the Convertible Note Purchase Agreement, and Credit Suisse’s opinion did not address, and Credit Suisse did not express any view regarding the terms of, the Convertible Note Purchase Agreement or the transactions contemplated thereby. The Company had advised Credit Suisse, and Credit Suisse understood, that pursuant to the Company’s Certificate of Incorporation the shares of Class A common stock and the shares of Class C common stock are required to receive the same per share consideration in the Merger, and accordingly, at the Company’s direction, for purposes of Credit Suisse’s analyses and opinion, Credit Suisse treated a share of Class A common stock and a share of Class C common stock as equivalent and identical to each other in all material respects. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, intellectual property, tax, environmental, executive compensation or other similar professional advice. Credit Suisse assumed that the Company had or would obtain such advice or opinions from the appropriate professional sources. The issuance of Credit Suisse’s opinion was approved by its authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and upon financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Credit Suisse’s opinion did not address the relative merits of the Merger as compared to alternative transactions or strategies that might have been available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the Merger.

In preparing its opinion to the Board, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse’s financial analyses is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion. Except as described in this summary, the Board imposed no other instructions or limitations on Credit Suisse with respect to the investigations made or procedures followed by Credit Suisse in rendering its opinion.

In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse’s analyses for comparative purposes is identical to the Company or the proposed Merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Credit Suisse’s financial analyses are illustrative and not necessarily indicative of actual or relative values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company’s control and the control of Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

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Credit Suisse’s opinion and analyses were provided to the Board (in its capacity as such) in connection with its consideration of the proposed Merger and were among many factors considered by the Board in evaluating the proposed Merger. Neither Credit Suisse’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Board with respect to the proposed Merger. Under the terms of its engagement by Company, neither Credit Suisse’s opinion nor any other advice or services rendered by it in connection with the proposed Merger or otherwise, should be construed as creating, and Credit Suisse should not be deemed to have, any fiduciary duty to the Board, the Company, any securityholder or creditor of the Company or any other person, regardless of any prior or ongoing advice or relationships.

Financial Analyses

The following is a summary of certain financial analyses reviewed by Credit Suisse with the Board in connection with the rendering of its opinion to the Board on March 23, 2023. The summary does not contain all of the financial data securityholders of the Company may want or need for purposes of making an independent determination of fair value. Securityholders of the Company are encouraged to consult their own financial and other advisors before making any investment decision in connection with the proposed Merger. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations in connection with each analysis, could create a misleading or incomplete view of Credit Suisse’s analyses.

Selected Companies Analyses

Credit Suisse considered certain financial data for Company and selected companies with publicly traded equity securities that Credit Suisse deemed relevant. The selected companies were selected because they were deemed to be similar to Company in one or more respects. For purposes of these analyses, (i) except as otherwise noted, share prices for the selected companies were closing prices as of March 22, 2023, and (ii) estimates of future financial performance for the selected companies for the calendar year ending December 31, 2023, used to select the implied multiple ranges were based on publicly available research analyst estimates for those companies.

The selected companies with respect to the Company were:

Selected Publicly Traded Companies			Enterprise Value/2023E Revenue
Emerging Industrial Technology Companies
Desktop Metal Inc.			2.6x
Fathom Digital Manufacturing Corp.			2.4x
Markforged Holding Corp.			0.5x
Sarcos Technology and Robotics Corporation			NM
Velo3D Inc.			3.0x
Emerging Fulfillment Technology Companies
AutoStore Holdings Ltd			10.1x
Symbotic Inc.			11.9x
Automation-Oriented Industrial Technology Companies
Cognex Corporation			8.5x
Hexagon AB			5.3x
Rockwell Automation, Inc.			3.9x
Trimble Inc.			3.5x

For each of the selected companies listed above, Credit Suisse reviewed the company’s enterprise value (generally the market value as of March 22, 2023, of the relevant company’s outstanding equity securities (taking into account its options, outstanding convertible securities and other dilutive instruments) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and capital lease obligations less the amount of cash and cash equivalents on its balance sheet)) as a multiple of its estimated revenue for the

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year ended December 31, 2023 (“2023E Revenue”). Credit Suisse observed that the mean and median multiples (a) for the selected emerging industrial technology companies were approximately 2.1x and 2.5x, respectively, (b) for the selected emerging fulfillment technology companies were approximately 11.0x and 11.0x, respectively, and (c) for the selected automation-oriented industrial technology companies were approximately 5.3x and 4.6x, respectively.

Taking into account the results of the selected companies analysis, Credit Suisse applied, based on its professional judgment and experience, a multiple range of 2.0x to 5.0x to the Company’s estimated 2023E Revenue based on the Company Projections. The selected companies analysis indicated an implied reference range per share of Class A common stock of $0.98 to $2.03, as compared to the Merger Consideration of $1.40.

Selected Transactions Analysis

Credit Suisse also considered the financial terms of certain business combinations and other transactions that Credit Suisse deemed relevant. The selected transactions were selected because the target companies or assets were deemed by Credit Suisse to be similar to the Company in one or more respects.

The selected transactions were:

Date Announced	Acquiror	Target	Enterprise Value/Latest Twelve Month Sales
08/2022	Amazon.com, Inc.	iRobot Corp.	1.4x
03/2022	Zebra Technologies	Matrox Electronic Systems, Ltd.	8.8x
02/2022	Korber	Siemens Logistics’ global mail and parcels business	2.5x
07/2021	ABB	ASTI Mobile Robotics Group	7.8x
03/2021	Columbus McKinnon Corporation	Dorner Manufacturing Corporation	3.9x
11/2020	Ocado Group plc	Kindred Systems Inc.	7.5x
02/2020	Atlas Copco Germany Holding AG	ISRA Vision AG	7.5x
09/2019	Shopify Inc.	6 River Systems, Inc.	18.0x
04/2019	Hitachi, Ltd.	JR Automation Technologies, LLC	2.4x
10/2018	Honeywell International Inc.	Transnorm	4.3x
09/2018	Barnes Group Inc.	Gimatic S.r.l.	7.7x
04/2018	Patricia Industries	Piab Group AB	5.7x
04/2018	Teradyne, Inc.	Mobile Industrial Robots	22.7x
07/2016	Honeywell International Inc.	Intelligrated	2.0x
05/2016	Midea Group Co. Ltd.	Kuka AG	1.6x
05/2015	Teradyne, Inc.	Universal Robots	7.5x
03/2012	Amazon.com, Inc.	Kiva Systems, Inc.	7.8x

For each of the selected transactions listed above, Credit Suisse reviewed the target company’s enterprise value implied by the transaction as a multiple of the target’s revenue for the latest twelve months preceding the announcement of the applicable transaction. Credit Suisse observed that the mean and median multiples for the selected transactions were approximately 7.0x and 7.5x, respectively.

Taking into account the results of the selected transactions analysis, Credit Suisse applied, based on its professional judgment and experience, a multiple range of 4.0x to 8.0x to the Company’s revenue for the year ended December 31, 2022, based on financial data provided by the Company. The selected transactions analysis indicated an implied reference range per share of Class A common stock of $1.26 to $2.20, as compared to the Merger Consideration of $1.40.

Discounted Cash Flow Analysis

Credit Suisse performed a discounted cash flow analysis with respect to the Company by calculating the estimated net present value of the projected after-tax, unlevered, free cash flows of the Company based on the Company Projections. Credit Suisse applied for purposes of calculating estimated terminal values for the

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Company, assumed perpetuity growth rates of 2.0% to 4.0%. Credit Suisse also applied, to derive estimates of net present values and based on its professional judgment and experience, discount rates based on an estimate of the Company’s weighted average cost of capital, ranging from 13.0% to 16.0% to the projected unlevered free cash flows and calculated terminal values. The discounted cash flow analysis for the Company indicated an implied reference range per share of Class A common stock, taking into account the NOL Estimates, as described in “— Unaudited Prospective Financial Information of the Company,” (without giving effect to any limitation on utilization under Section 382 of the Code), of $1.03 to $2.09, as compared to the Merger Consideration of $1.40. Credit Suisse also noted that were the Company to complete a $200 million financing to pursue its standalone business plan in lieu of the Merger, based on terms discussed with the Company, the discounted cash flow analysis for the Company would have indicated an implied reference range per share of Class A common stock, taking into account the NOL Estimates (without giving effect to any limitation on utilization under Section 382 of the Code), of $0.80 to $1.31.

Certain Additional Information

Credit Suisse also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including (a) the range of prices of the Class A common stock during the 52-week period ended March 22, 2022, which indicated low and high prices of the Class A common stock during such period of $0.51 per share and $4.12 per share, respectively and (b) the ranges of values for a share of Class A common stock indicated by a discounted cash flow analysis for the Company using the Company Projections and applying the same perpetuity growth rates and discount rates described under “— Discounted Cash Flow Analysis,” except that for this analysis certain limitations on utilization of the Company’s net operating losses under Section 382 of the Code that were reviewed with the Company were applied. This discounted cash flow analysis indicated implied ranges per share of Class A common stock of $0.93 to $1.96 (without the completion of the $200 million financing described above) and $0.75 to $1.25 (with the completion of such $200 million financing).

Other Matters

The Company retained Credit Suisse as its financial advisor in connection with the Merger based on Credit Suisse’s qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Pursuant to the engagement letter between the Company and Credit Suisse, the Company has agreed to pay Credit Suisse a fee for its services, based on the transaction value of the Merger at closing, in an amount currently estimated to be approximately $6.5 million, of which $1.5 million became payable to Credit Suisse upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the Merger. In addition, the Company has agreed to reimburse certain of Credit Suisse’s expenses and to indemnify Credit Suisse and certain related parties for certain liabilities and other items arising out of or related to its engagement.

Credit Suisse and its affiliates have in the past provided investment banking and other financial advice and services to the Company and its affiliates, for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having acted as a financial advisor, capital markets advisor and placement agent in connection with the Business Combination and related transactions. Credit Suisse and its affiliates have in the past provided and currently provide investment banking and other financial advice and services to Parent and its affiliates, for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having acted or acting (i) as financial advisor to Parent and certain of its affiliates and portfolio companies in connection with certain sale and acquisition transactions, (ii) in various roles in connection with securities offerings by Parent and certain of its affiliates and portfolio companies and (iii) as a lender or participant in credit facilities of Parent and certain of its affiliates and portfolio companies. The foregoing roles for Parent and its affiliates and portfolio companies during the past two years include, among others, (i) a bookrunning manager in various bond offerings of Roche Holding AG, (ii) a bookrunning manager in a $1.5 billion bond offering of New Fortress Energy Inc. in connection with its acquisition of Hygo Energy Transition Ltd. and Golar LNG Partners LP, (iii) a financial advisor to Roche Holding AG in connection with its repurchase of an equity stake in Roche Holding AG from Novartis Holding AG, (iv) a financial advisor, capital markets advisor and placement agent to Social Capital Hedosophia Holdings Corp. V in its business combination with Social Finance, Inc. and related transactions, (v) a financial advisor to

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Caliber Home Loans, Inc. in its sale to New Residential Investment Corp., (vi) a bookrunning underwriter in the U.S. initial public offering of Dingdong (Cayman) Limited, (vii) a bookrunning underwriter in the U.S. initial public offering of Zhangmen Education Inc., (viii) a source of committed financing in connection with Standard General’s announced pending acquisition of TEGNA Inc, (ix) an arranger of a $300 million senior revolving credit facility for Douyin Limited, (x) a participant in an increase in the revolving credit facility for New Fortress Energy Inc. and (xi) a derivative counterparty to SoFi Technologies, Inc. In addition, Credit Suisse and certain of its affiliates, and certain of its and their respective employees and certain investment funds affiliated or associated with us, may have invested in investment funds and other vehicles managed or advised by Parent and its affiliates. During the period from January 1, 2021, and prior to the delivery of Credit Suisse’s opinion, Credit Suisse received fees for investment banking services (a) from the Company and its affiliates, other than Parent, of approximately $6 million in the aggregate and (b) from Parent and its affiliates of approximately $55 million in the aggregate. Credit Suisse and its affiliates may in the future provide investment banking and other financial advice and services to the Company, Parent and their respective affiliates for which advice and services Credit Suisse and its affiliates would expect to receive compensation. Credit Suisse is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial advice and services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, Parent and any other company that may be involved in the Merger, as well as provide investment banking and other financial advice and services to such companies and their affiliates.

Preliminary Presentation by Credit Suisse

In addition to the presentation made to the Board (including members of the Special Committee) on March 23, 2023, which will be filed with the SEC as an exhibit to the Schedule 13E-3 and is described above, a copy of the preliminary presentation presented or delivered by Credit Suisse to the Board (including members of the Special Committee) on March 15, 2023 containing preliminary illustrative financial analyses will also be attached as an exhibit to such Schedule 13E-3.

The preliminary financial analyses and other information in the March 15, 2023, preliminary Credit Suisse presentation was based on information and data available prior to such March 15, 2023, presentation and was similar to the financial analyses and other information included in the March 23, 2023, presentation described above. Credit Suisse also continued to update and refine various aspects of its financial analyses in the subsequent presentation. Accordingly, the results and other information presented in such preliminary Credit Suisse presentation may differ from the Credit Suisse presentation dated March 15, 2023. The preliminary Credit Suisse presentation was for discussion purposes only and did not present any recommendations or constitute an opinion of Credit Suisse with respect to the fairness of the Merger Consideration or otherwise. The financial analyses performed by Credit Suisse in relation to its opinion dated March 23, 2023, supersede all analyses and information presented in the preliminary Credit Suisse presentation.

Copies of Credit Suisse’s opinion and presentation materials will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing, and may be obtained by requesting it in writing from the Company at the address described in the section of this proxy statement entitled “Where You Can Find More Information.”

Purpose and Reasons of the Company for the Merger

The Company’s purpose for engaging in the Merger is to enable its stockholders to receive the Merger Consideration, which represents a premium of approximately 18% to the closing price of Company common stock on March 23, 2023, the last trading day prior to the date of the Merger Agreement. The Board believes that the Merger provides the best opportunity to maximize stockholder value. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Board described in detail above under the section of this proxy statement entitled “Special Factors — Reasons for the Merger.”

Purpose and Reasons of the SoftBank Entities for the Merger

Under the SEC rules governing “going-private” transactions, each of the SoftBank Entities is an affiliate of the Company and, therefore, is required to express its reasons for the Merger to the Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The SoftBank Entities are making the statements included in this

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section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the SoftBank Entities, the primary purpose of the Merger is to allow a subsidiary of the Parent to own all of the equity interests in the Company and to exclusively bear the rewards and risks of such ownership after the Merger is completed and the shares of Class A common stock and the Public Warrants cease to be publicly traded. The SoftBank Entities believe that, as a private company, the Company will be able to improve its ability to execute initiatives that over time will create additional enterprise value for the Company. The SoftBank Entities believe that this, along with the Company’s existing business and potential future opportunities, will allow the SoftBank Entities’ investment in the Company to achieve longer term returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the SoftBank Entities believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The SoftBank Entities have undertaken to pursue the Merger at this time for the reasons described above, as well as due to the SoftBank Entities’ desire to maximize long-term investment returns for their partners. The SoftBank Entities believe that structuring the transaction as a merger is preferable to other transaction structures, because it (1) will enable Parent to acquire all of the shares of Company common stock at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company and (3) represents an opportunity for the Unaffiliated Stockholders to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

Plans for the Company After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Shares of Class A common stock and the Public Warrants are currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Class A common stock or the Public Warrants and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Class A common stock will be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded. Additionally, if the Merger is completed, the Public Warrants are intended to be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

The SoftBank Entities currently anticipate that the Company’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Parent). The SoftBank Entities are currently conducting a review of the Company and its business and operations with a view towards determining if and how to redirect the Company’s operations to improve the Company’s long-term earnings potential as a private company (including by reducing the Company’s costs and expenses following the Merger) and expect to complete such review following completion of the Merger. Further, following completion of the Merger, the SoftBank Entities will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of the Company. In addition, Parent may seek to redirect research and development efforts, complement the Company's technology, capabilities and product portfolio with target companies or technologies, or pursue other activities that could provide earnings and/or growth synergies over time; however, no definitive plans, arrangements, commitments, understandings, or contracts for this are currently contemplated nor exist. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the SoftBank Entities and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in the Company’s industry.

At the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable Law or until their earlier death, resignation or removal. Prior to the Closing, the Company shall use its reasonable best efforts to deliver to Parent a letter executed by each director and officer of the Company and its Subsidiaries, in each case, as requested by Parent, effectuating his or her resignation as an officer and/or member of the Board, as applicable, to be effective as of the Effective Time.

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As of the date of this proxy statement, other than the Merger and except as described above or elsewhere in this proxy statement, the SoftBank Entities have no current intentions, plans, proposals or negotiations that would relate to or result in any of the following:

•	an extraordinary corporate transaction following the consummation of the Merger involving the Company’s corporate structure, business or management, such as a merger, reorganization or liquidation;

•	the purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; or

•	any other material changes to the Company’s corporate structure or business.

Certain Effects of the Merger

If the Company Stockholders approve the Merger Agreement Proposal and all other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a subsidiary of Parent.

Treatment of the Company Common Stock

Each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and Company Restricted Shares) will be automatically converted into the right to receive from Parent $1.40, without interest, less any applicable withholding taxes. Each share of Company common stock issued and outstanding immediately prior to the Effective Time that is a Dissenting Share, owned by the Company and not held on behalf of third parties or owned by Parent or Merger Sub will be cancelled without payment of any consideration. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Corporation.

Treatment of the Company Warrants

At the Effective Time, each outstanding warrant to purchase shares of Company common stock pursuant to the Warrant Agreement will, in accordance with its terms, automatically and without any required action on the part of the holder thereof, become a warrant exercisable for the Merger Consideration that such holder would have received if such warrant had been exercised immediately prior to the Effective Time; provided that if a holder of such warrant properly exercises such warrant within 30 days following the public disclosure of the consummation of the Merger, the holder of such warrant will be entitled to the Black-Scholes Warrant Value (as defined in the Warrant Agreement) with respect to such warrant, which would have been equal to approximately $0.38 per warrant as of the close of trading on March 23, 2023.

Treatment of Company Equity Awards

Stock Options

At the Effective Time each Vested In-the-Money Company Option will be canceled in exchange for payment of the Company Option Cash Out Amount.

At the Effective Time, each then Unvested In-the-Money Company Option will automatically be canceled and converted into opportunity to be paid an amount in cash equal to the Option Converted Cash Award. Such Option Converted Cash Award will remain subject to the same vesting terms, termination-related provisions and other conditions that applied to the associated unvested In-the-Money Company Option immediately prior to the Effective Time.

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At the Effective Time, all Company Options that are not In-the-Money Company Options will be canceled at the Effective Time without payment of any consideration.

Restricted Stock Units

At the Effective Time, each Vested Company RSU will be canceled and converted into the right to receive the Company RSU Cash Out Amount.

At the Effective Time, each Unvested Company RSU will be canceled and converted as of the Effective Time into the opportunity to be paid an amount in cash equal to the RSU Converted Cash Award. Such RSU Converted Cash Award will remain subject to the same time-vesting terms and conditions that applied to the associated unvested Company RSUs immediately prior to the Effective Time.

In connection with the Merger, each Unvested Company RSU held by a member of the Board will automatically accelerate, subject to such member of the Board continuing in service as a director through the date of the Merger.

Treatment of Company Restricted Shares

At the Effective Time, each Company Restricted Share will automatically and without any required action on the part of the holder thereof or the Company, be canceled in exchange for payment to the holder of such Company Restricted Share of a contingent cash amount equal to the Merger Consideration that would be payable respect of a share of Company common stock, subject, however, to certain terms and conditions described further below as the Johnson Payments.

Benefits of the Merger for the Unaffiliated Stockholders

The primary benefit of the Merger to the Unaffiliated Stockholders will be their right to receive the Merger Consideration, which represents a premium of approximately 18% to the closing price of Company common stock on March 23, 2023, the last trading day prior to the date of the Merger Agreement. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value.

Detriments of the Merger to the Unaffiliated Stockholders

The primary detriments of the Merger to our Unaffiliated Stockholders include the lack of an interest of such stockholders in the potential future earnings, growth or value realized by the Company after the Merger. Additionally, the receipt of cash in exchange for shares of Company common stock pursuant to the Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to the Unaffiliated Stockholders who are U.S. holders. See “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger.”

Certain Effects of the Merger for Parent

Following the Closing, a subsidiary of the Parent will own all of the outstanding equity interests of the Company and be the sole beneficiary of future earnings, growth and value, and will be the only one entitled to vote on corporate matters affecting the Company.

Following the Merger, the Class A common stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. Additionally, if the Merger is completed, the Public Warrants are intended to be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement entitled “Special Factors — Plans for the Company After the Merger.” As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of Class A common stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to Company Stockholders. Parent will benefit from any regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriments of the Merger to Parent include the fact that all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger will be borne by Parent. Additionally, Parent’s ownership of the Company will be illiquid, with no public trading market for such securities.

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Certain Effects on the Company if the Merger is not Completed

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

•	the Company Stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Company common stock pursuant to the Merger Agreement;

•	the Company will remain an independent public company, the Class A common stock and Public Warrants will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and the Company will continue to file periodic reports under the Exchange Act with the SEC;

•

the Company anticipates that (i) management will operate the business in a manner similar to that in which it is being operated today and (ii) stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to the Company’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which the Company operates and economic conditions. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K and other SEC filings. See the section of this proxy statement entitled “Where You Can Find More Information”;

•	the price of the Class A common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of the Class A common stock would return to the price at which it trades as of the date of this proxy statement;

•

the Board will continue to evaluate and review the Company’s business operations, strategic direction and funding requirements, among other things, and will make such changes as are deemed appropriate (irrespective of these efforts, it is possible that no other transaction acceptable to the Board will be offered or that the Company’s business, prospects and results of operations will be adversely impacted); and

•	under certain specified circumstances, the Company will be required to pay SoftBank the Termination Fee of $13,658,000 upon or following the termination of the Merger Agreement.

Failure to complete the Merger could negatively impact the Company business and the market price of the shares of Class A common stock.

If the Merger is not completed, depending on the circumstances that would have caused the Merger not to be completed, the price of the shares of Class A common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of Class A common stock would return to the price at which the shares of Class A common stock are trading as of the date of this proxy statement. Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Class A common stock. If the Merger is not completed, the Board will continue to evaluate and review the Company’s business operations, indebtedness and maturity thereof, properties, dividend policy, share repurchase policy and funding requirements, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement Proposal is not approved by the Company Stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction (including a financing transaction) acceptable to the Company will be offered or that the Company’s business, financial condition or results of operation will not be adversely impacted.

During the pendency of the Merger being completed, we will be subject to a number of material risks, including the disruption to our business resulting from the announcement of the signing of the Merger Agreement, the diversion of management’s attention from our day-to-day business, and the substantial restrictions imposed by the Merger Agreement on the operation of our business during the period before the completion of the Merger, which may make it difficult for us to achieve our business goals if the Merger does not occur. In addition, SoftBank and its affiliates would continue to hold a substantial portion of the voting power of the issued and outstanding shares of Company common stock.

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Failure to complete the Merger could trigger the payment of the Termination Fee.

If the Merger Agreement is terminated, under specified conditions, including a termination by SoftBank as a result of an Adverse Recommendation Change or a termination by the Company to enter into an alternative acquisition agreement providing for a Superior Proposal, the Company will be required to pay SoftBank the Termination Fee of $13,658,000.

Unaudited Prospective Financial Information of the Company

The Company does not as a matter of course make public long-term forecasts as to future sales, earnings, or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. As a result, the Company does not endorse the Company Projections as a reliable indication of future results. However, as described in “— Background of the Offer and the Merger,” in connection with the Merger, Management prepared the Company Projections set forth below, which were made available and utilized in connection with the Merger. Specifically, the Company Projections were provided to and considered by the Board in connection with its evaluation of the Merger. In addition, the Company Projections were provided to Credit Suisse, and with the consent of the Board, Credit Suisse used and relied upon the Company Projections in connection with its financial analyses and opinion described in the section entitled “Special Factors — Opinion of the Board’s Financial Advisor.” The Company Projections for the periods through December 31, 2027, set forth below were also made available to the SoftBank Entities prior to signing the Merger Agreement.

The inclusion of this information should not be regarded as an indication that the Company or its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary forecasts set forth below should not be relied on as such. The Company Projections are not being included in this proxy statement in order to influence any Company Stockholder to vote in favor of the Merger or any proposal.

The Company Projections were prepared solely for internal use, are subjective in many respects and were based solely upon information available to Management at the time of their preparation.

Although presented with numeric specificity, the Company Projections reflect numerous estimates and assumptions that were deemed to be reasonable as of the respective dates the estimates and assumptions were made, but are inherently uncertain and may be beyond the control of Management. These assumptions include, but are not limited to, the Company’s performance, industry performance, customer requirements and demand, customer pipeline, competition, capital availability, and general business, economic and regulatory conditions, as well as other matters described in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information” and other risks referenced in this proxy statement and set forth in the Company’s reports filed with the SEC. The Company Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The Company can give no assurance that the Company Projections and the underlying estimates and assumptions will be realized or that future actual financial results will not materially vary from those estimated in the Company Projections.

In addition, the Company Projections are inherently forward-looking and cover multiple years, and such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the Company Projections to be inaccurate include, but are not limited to, risks and uncertainties relating to the Company’s business and execution, industry performance, the regulatory environment, and general business and economic conditions, and other matters described in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information” and other risk factors referenced in this proxy statement and as set forth in the Company’s reports filed with the SEC.

The Company Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the Company’s management, were prepared on a reasonable basis, reflect the best estimates and judgments then available, and present, to the best of management’s knowledge and belief, the then-expected course of action and financial performance of the Company. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined, or performed any procedures

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with respect to the Company Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Projections. The report of the independent registered public accounting firm of the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into this proxy statement, relates to historical financial information of the Company, and such report does not extend to the Company Projections included below and should not be read to do so. The Company Projections set forth in this proxy statement have been prepared by, and are the responsibility of, Management.

Furthermore, the Company Projections do not take into account any circumstances or events occurring after the date they were prepared. The Company can give no assurance that, had the Company Projections been prepared either as of the date of the Merger Agreement or as of the date of this proxy statement, similar estimates and assumptions would be used. Except as required by applicable securities laws, the Company does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Company Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the transaction under GAAP, or to reflect changes in general economic or industry conditions.

The Company Projections were prepared prior to the execution of the Convertible Note Purchase Agreement and do not take into account the Convertible Note Purchase Agreement or the effect on the Company of any possible failure of the Merger to occur. None of the Company or its affiliates, officers, directors, advisors, or other representatives have made, make or are authorized in the future to make, any representation to any Company Stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Company Projections or that the forecasted results will be achieved. The inclusion of the Company Projections should not be deemed an admission or representation by the Company, its advisors or any other person that the Company Projections are viewed as material information of the Company, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the Company Projections included below is not being included to influence your decision whether to vote to approve the Merger or any other matter for which the Company is soliciting proxies from the Company Stockholders, but is being provided solely because certain of such information was among the financial information made available to and utilized in connection with the Board’s evaluation of the Merger.

In light of the foregoing, and considering the uncertainties inherent in any forecasted information, Company Stockholders are cautioned not to place undue, if any, reliance on the Company Projections, and the Company urges all Company Stockholders to review the Company’s most recent SEC filings for a description of the Company’s reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

Unaudited Financial Forecasts

The following table summarizes Management’s Company Projections, without giving effect to the estimated utilization of the Company’s net operating losses or the Company’s current or future estimated tax benefits:

	Calendar Year Ended										Terminal 2033E
($ in millions, except per share amounts)	2023E	2024E	2025E	2026E	2027E	2028E	2029E	2030E	2031E	2032E	Terminal 2033E
Revenue, Gross	$101	$168	$282	$436	$639	$767	$882	$970	$1,043	$1,095	$1,128
EBITDA⁽¹⁾	($116)	($100)	($59)	($7)	$67	$93	$120	$148	$176	$202	$226
(-) Depreciation	(4)	(5)	(5)	(6)	(8)	(9)	(11)	(12)	(13)	(13)	(14)
EBIT	($119)	($104)	($64)	($13)	$59	$83	$110	$136	$163	$188	$212
Net Operating Profit After Tax⁽²⁾	($119)	($104)	($64)	($13)	$42	$60	$78	$97	$116	$135	$152
(+) Depreciation & amortization	4	5	5	6	8	9	11	12	13	13	14
(-) Capital expenditures	($2)	($4)	($5)	($5)	($8)	($9)	($10)	($11)	($12)	($13)	($14)
(-) Change in working capital	(15)	(0)	(5)	(3)	(10)	(16)	(15)	(12)	(10)	(8)	(7)

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	Calendar Year Ended										Terminal 2033E
($ in millions, except per share amounts)	2023E	2024E	2025E	2026E	2027E	2028E	2029E	2030E	2031E	2032E	Terminal 2033E
Unlevered Free Cash Flow⁽³⁾	($133)	($104)	($68)	($14)	$32	$45	$65	$87	$107	$127	$145

(1)	Burdened by stock-based compensation.

(2)	Assumes 29% tax rate.

(3)	Unlevered Free Cash Flow is defined as Net Operating Profit After Tax, adjusted for depreciation and amortization, capital expenditures, and changes in net working capital.

The following table summarizes the Company’s NOL Estimates and future estimated tax benefits, assuming no limitation under Section 382 of the Code:

	Calendar Year Ended
($ in millions, except per share amounts)	2023E	2024E	2025E	2026E	2027E	2028E	2029E	2030E	2031E	2032E	2033E
EBIT	($119)	($104)	($64)	($13)	$59	$83	$110	$136	$163	$188	$212
Net Operating Losses Used⁽¹⁾	—	—	—	—	$47	$67	$88	$109	$130	$151	$170
Annual Savings⁽²⁾	—	—	—	—	$13	$19	$25	$31	$37	$43	$48

(1)	Assumes net operating losses may be utilized in an amount up to 80% of EBIT.

(2)	Assumes 29% tax rate.

Important Information Regarding the Company Projections

EBITDA and EBIT contained in the Company Projections above are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Credit Suisse for purposes of its opinion or by the Board in connection with their evaluations of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the unaudited financial forecasts to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

THE COMPANY DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE UNAUDITED FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE OF THE MERGER AGREEMENT OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE UNAUDITED FINANCIAL FORECASTS ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Interests of Executive Officers and Directors of the Company in the Merger

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executive officer’s employment under employment agreements (regardless of whether or not the transactions are consummated) and enhanced severance benefits in connection with this Merger under change in control executive severance agreements, the treatment of Company equity awards (including the acceleration of certain unvested equity awards in connection with this Merger), and the provision of indemnification and insurance arrangements pursuant to the Merger Agreement.

For purposes of this disclosure, we have included each of the Company’s current executive officers and directors as listed below:

Executive Officers

Thomas Wagner

Steven Johnson

Mark Fidler

Directors

Peter Barris

John Delaney

Fiona Dias

Sven Strohband

Serena Wolfe

For more information about the treatment of the Company’s equity awards in connection with the Merger, see the section of this proxy statement entitled “Special Factors — Treatment of Company Equity Awards.”

Quantification of Company Equity Awards

The treatment of Company Options and Company RSUs may be found in the section entitled “—Treatment of Company Equity Awards” above. The following table sets forth certain information with respect to Company Options and Company RSUs as of April 10, 2023, the latest practicable date.

Name of Executive Officer or Director	Company RSUs (#)	Value of Company RSUs ($)	Vested Company Options (#)	Value of Vested Company Options ($)	Unvested Company Options (#)	Value of Unvested Company Options ($)	Total ($)
Executive Officers
Thomas Wagner	—	—	3,217,933	836,035	1,972,010	512,328	1,348,363
Mark Fidler	—	—	1,552,038	403,219	931,218	241,930	645,150
Steven Johnson	—	—	—	—	—	—	—
Directors
Peter Barris	113,349	158,689	—	—	—	—	158,689
Sven Strohband	—	—	—	—	—	—	—
Fiona P. Dias	113,349	158,689	—	—	—	—	158,689
Serena Wolfe	113,349	158,689	—	—	—	—	158,689
John K. Delaney	91,667	128,334	—	—	—	—	128,334

The treatment of Company Restricted Shares may be found in the section entitled “—Treatment of Company Equity Awards” above. The following table sets forth certain information with respect to Company Restricted Shares as of April 10, 2023, the latest practicable date. Other than as set forth below, no executive officer or director of the Company held Company Restricted Shares as of April 10, 2023.

Name of Executive Officer			Company Restricted Shares (#)			Value of Company Restricted Shares ($)
Steven Johnson			2,845,151			3,983,211

Post-Closing Compensation

Each of the below-listed executive officers has entered into an offer letter with a subsidiary of Parent, which offer letters become effective on the closing date of the Merger and supersede any existing agreements or offer letters between the Company and these executive officers.

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Thomas Wagner

Pursuant to an offer letter with a subsidiary of Parent, following the closing of the Merger, Thomas Wagner, the Company’s Chief Executive Officer, will receive an annual base salary of $500,000 and a discretionary annual bonus with a target of 80% of his annual base salary. In addition, in the event of a termination of employment by the employing entity without “cause” or a resignation by Dr. Wagner for “good reason,” in each case following the closing of the Merger, subject to his execution of a general release of claims, Dr. Wagner will be eligible to receive: (i) six months of continued base salary payments and (ii) subject to Dr. Wagner’s timely election of continued coverage under COBRA, reimbursement for the portion of monthly premiums that the employing entity pays for its active employees until the earliest of (a) the six-month anniversary of the termination date and (b) the date on which Dr. Wagner becomes eligible to receive substantially similar coverage from another source.

In lieu of certain equity awards that had previously been approved by the Company, but were never granted to Dr. Wagner, the offer letter provides for a long-term deferred cash award equivalent to the value of such equity awards in the amount of approximately $6,461,538 (the “Wagner Cash Award”). The Wagner Cash Award will be paid, subject to his continued employment, as follows: 25% as soon as reasonably practicable following March 1, 2024 and 1/48th following each monthly anniversary thereafter until March 1, 2027. If Dr. Wagner’s employment is terminated without “cause,” by his resignation for “good reason,” or due to his death or disability, subject to his execution of a general release of claims, Dr. Wagner will receive (i) 100% of the unpaid portion of the Wagner Cash Award, if such termination occurs within the one-year period following the Merger or (ii) 50% of the unpaid portion of the Wagner Cash Award, if such termination occurs after the first anniversary of the Merger.

Mark Fidler

Pursuant to an offer letter with a subsidiary of Parent, following the closing of the Merger, Mark Fidler, the Company’s Chief Financial Officer, will receive an annual base salary of $375,000 and a discretionary annual bonus with a target of 65% of his annual base salary. In addition, in the event of a termination of employment by the employing entity without “cause” or a resignation by Mr. Fidler for “good reason,” in each case following the closing of the Merger, subject to his execution of a general release of claims, Mr. Fidler will be eligible to receive: (i) six months of continued base salary payments and (ii) subject to Mr. Fidler’s timely election of continued coverage under COBRA, reimbursement for the portion of monthly premiums that the employing entity pays for its active employees until the earliest of (a) the six-month anniversary of the termination date and (b) the date on which Mr. Fidler becomes eligible to receive substantially similar coverage from another source.

In lieu of certain equity awards that had previously been approved by the Company, but were never granted to Mr. Fidler, the offer letter provides for a long-term deferred cash award equivalent to the value of such equity awards in the amount of approximately $2,153,847 (the “Fidler Cash Award”). The Fidler Cash Award will be paid, subject to his continued employment, as follows: 15% as soon as reasonably practicable following the Merger, 20% as soon as reasonably practicable following March 1, 2024, and the remaining 65% to be paid in equal installments following each monthly anniversary for 36 months thereafter. If Mr. Fidler’s employment is terminated without “cause,” by his resignation for “good reason,” or due to his death or disability, subject to his execution of a general release of claims, Mr. Fidler will receive (i) 100% of the unpaid portion of the Fidler Cash Award, if such termination occurs within the one-year period following the Merger or (ii) 50% of the unpaid portion of the Fidler Cash Award, if such termination occurs after the first anniversary of the Merger.

Steven Johnson

Pursuant to an offer letter with a subsidiary of Parent, following the closing of the Merger, Steven Johnson, the Company’s President and Chief Operating Officer, will receive an annual base salary of $375,000 and a discretionary annual bonus with a target of 70% of his annual base salary. In addition, in the event of a termination of employment by the employing entity without “cause” or a resignation by Mr. Johnson for “good reason,” in each case following the closing of the Merger, subject to his execution of a general release of claims, Mr. Johnson will be eligible to receive: (i) 12 months of continued base salary payments, (ii) subject to Mr. Johnson’s timely election of continued coverage under COBRA, reimbursement for the portion of monthly premiums that the employing entity pays for active employees until the earliest of (a) the 12-month anniversary of the termination date or (b) the date on which Mr. Johnson becomes eligible to receive substantially similar

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coverage from another source, (iii) any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination occurs, if any, payable if and when annual bonuses are paid to other senior executives, and (iv) a prorated annual bonus for the fiscal year in which the termination occurs based on the actual level of achievement of the applicable performance goals for such year, payable if and when annual bonuses are paid to other senior executives; provided that if such termination occurs prior to the six-month anniversary of the closing date of the Merger, the full amount of the target bonus for the year of termination will be paid in a lump sum following the effective date of the release.

Mr. Johnson previously purchased restricted shares of Company common stock pursuant to that Restricted Stock Award Agreement with the Company, dated October 28, 2019 (the “Restricted Shares”). Pursuant to the terms of the offer letter and the Merger Agreement, Mr. Johnson’s Restricted Shares that are unvested as of the closing of the Merger will be canceled and in exchange Mr. Johnson will receive a contingent cash amount equal to the number of unvested Restricted Shares multiplied by the Merger Consideration (the “Converted Cash Value”). Subject to Mr. Johnson’s continued employment with the employing entity through each applicable payment date, the Converted Cash Value will be paid in cash, as follows: (i) the portion of the Converted Cash Value associated with Mr. Johnson’s Restricted Shares that are solely subject to time-vesting conditions, will be paid in equal monthly installments on the last day of each month ending after the closing of the Merger through a final installment on October 31, 2023, and (ii) the portion of the Converted Cash Value associated with Mr. Johnson’s Restricted Shares that are subject to performance-vesting conditions, will be paid 25% on March 1, 2024 and 1/48th as soon as reasonably practicable following each monthly anniversary thereafter until March 1, 2027 (the “Johnson Payments”). If Mr. Johnson’s employment is terminated for any reason other than for “cause” by the employing entity within the six-month period following the closing of the Merger, 50% of the Converted Cash Value will be paid as soon as reasonably practicable following the termination date. If Mr. Johnson’s employment is terminated without “cause,” by his resignation for “good reason” or due to his death or disability, (a) if such termination occurs within the one-year period following the closing of the Merger, 100% of the Converted Cash Value will be paid as soon as reasonably practicable following the termination date, and (b) if such termination occurs after the first anniversary of the closing of the Merger, 50% of the unpaid portion of the Converted Cash Value will be paid as soon as reasonably practicable following the termination date. Any payment in respect of the Converted Cash Value after Mr. Johnson’s termination of employment will be subject to his execution of a release of claims.

Intent to Vote in Favor of the Merger

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned directly by them in favor of the Proposals. At the close of business on the Record Date, the executive officers and directors of the Company collectively own approximately % of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting.

In addition, the Company and SoftBank entered into the Voting Agreements with the Supporting Stockholders, who collectively own approximately % of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting as of the Record Date, and who have agreed to vote or cause to be voted any shares of Company common stock owned by them in favor of the Merger Agreement Proposal and the Charter Amendment Proposal. In addition, pursuant to the Voting Agreements, each of the Supporting Stockholders agreed to (i) not transfer their shares prior to the closing of the Merger and (ii) a customary non-solicitation, whereby each Supporting Stockholder agreed, among other things, to not solicit, initiate, or knowingly facilitate or encourage an alternative transaction. For more information, see the section of this proxy statement entitled “The Voting and Support Agreements.”

Appraisal Rights

The following summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex D and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which is attached hereto as Annex D, particularly the procedural steps required to properly demand

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and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in this summary to (i) “Company stock” are to shares of the Company common stock, Class A common stock and Class C common stock, (ii) a “stockholder” are to the record holder of shares of the Company stock, (iii) a “beneficial owner” are to a person who is the beneficial owner of shares of the Company stock held either in voting trust or by a nominee on behalf of such person, and (iv) a “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders desiring to exercise their right to appraisal must (i) properly submit a written demand for an appraisal of their shares of Company stock to the Company prior to the stockholder vote on the Merger Agreement Proposal; (ii) not submit a proxy or otherwise vote in favor of the Merger Agreement Proposal; (iii) hold shares of Company stock upon the making of a demand under clause (i) and continue to hold their shares of Company stock through the effective date of the Merger; (iv) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (v) otherwise meet the criteria and follow the procedures set forth in Section 262. A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (1) such beneficial owner continuously owns such shares through the effective date of the Merger and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (2) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Company under Section 262 and to be set forth on the Verified List (defined below). The shares of Company common stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Company common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of Company common stock entitled to appraisal exceeds 1% of the outstanding shares of Company common stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000. We refer to these conditions as the “Minimum Conditions.”

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (i) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (ii) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the Merger Consideration.

Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of the corporation’s stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex D. In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Annex D carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A

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person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Company stock must strictly comply with Section 262. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within one-hundred and 120 days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because receipt of a signed proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the Merger Agreement Proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the Merger Agreement Proposal, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Filing Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to the Company, before the vote on the Merger Agreement Proposal at the Special Meeting, a written demand for the appraisal of such person’s shares. Neither voting against the Merger Agreement Proposal nor abstaining from voting or failing to vote on the Merger Agreement Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Agreement Proposal. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Agreement Proposal at the Special Meeting will constitute a waiver of appraisal rights.

Record Holders

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. If a holder of record is submitting a demand with respect to shares owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of Company stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Company stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Company stock as to which appraisal is sought. Where no number of shares of Company stock is expressly mentioned, the demand will be presumed to cover all shares of Company stock held in the name of the holder of record.

Beneficial Owners

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the effective date of the Merger and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Company under Section 262 and to be set forth on the Verified List.

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Although not expressly required by Section 262, the Company reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Berkshire Grey, Inc.

Attention: Vice President, General Counsel and Corporate Secretary

140 South Road

Bedford, MA 01730

Demands for appraisal may not be submitted by electronic transmission.

Actions After Completion of the Merger

If the Merger is completed, within 10 days after the effective date of the Merger, the Surviving Corporation will notify each holder of Company stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the Merger Agreement Proposal, and any beneficial owner who has properly demanded appraisal, of the effective date of the Merger. At any time within 60 days after the effective date of the Merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the Merger Consideration offered pursuant to the Merger Agreement by delivering to the Company a written withdrawal of the demand for appraisal. Within 120 days after the effective date of the Merger, the Surviving Corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares held by all the Company Stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Company stock. Accordingly, any stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Company stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of shares of Company stock to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger Agreement Proposal and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of Company stock or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs of these notices shall be borne by the Surviving Corporation.

After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have

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become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming Company common stock remained listed on a national securities exchange immediately prior to the Effective Time, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all holders of Company common stock who assert appraisal rights unless one of the Minimum Conditions is met.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of Company stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described above).

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of Company stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Company stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration offered pursuant to the Merger Agreement is not an opinion as to, and may not in any manner address, “fair value” under Section 262. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration.

Neither the Company nor Parent anticipates offering more than the consideration offered pursuant to the Merger Agreement to any holder of shares of Company stock exercising appraisal rights, and the Company and Parent each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Company stock is less than the Merger Consideration. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, or other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

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The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under Subsection (k) of Section 262. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Company stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of Company stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger or if the person delivers to the Surviving Corporation a written withdrawal of the person’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Company stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to stockholders of record as of a time prior to the Effective Time. If no petition for an appraisal is filed, if the person who has made a demand for appraisal delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares within 60 days after the Effective Time in accordance with Section 262 or, with respect to holders of Company common stock, if neither of the Minimum Conditions is met (assuming the Company common stock remained listed on a national securities exchange immediately prior to the Effective Time), then the right of such person to an appraisal of such shares shall cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, no appraisal proceeding shall be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights. Consequently, any stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in nature and does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the Code, Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), court decisions, published rulings and administrative pronouncements of the IRS, and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 (except to the limited extent specifically discussed below), the

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alternative minimum tax, the rules pertaining to “qualified small business stock” or “Section 1244 stock”, nor does it address any tax consequences arising under state, local or non-U.S. tax laws or U.S. federal tax laws other than those pertaining to the U.S. federal income tax.

This discussion is limited to Company Stockholders and warrantholders (collectively “Company Holders” and each a “Company Holder”) who hold their shares of Company common stock or Company warrants, as applicable, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). Further, this discussion is for general information only and does not address all of the tax consequences that may be relevant to Company Holders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to Company Holders who may be subject to special treatment under U.S. federal income tax laws, such as insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, U.S. Holders that have a functional currency other than the U.S. dollar, Company Holders who hold shares of Company common stock or Company warrants through an individual retirement or other tax-deferred account, tax-exempt organizations, governmental agencies or instrumentalities, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations or other pass-through entities and investors in such pass-through entities, real estate investment trusts, regulated investment companies, Company Holders who hold shares of Company common stock or Company warrants as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, Company Holders who will hold (actually or constructively) an equity interest in Parent immediately after the Merger, Company Holders who own or have owned (directly, indirectly or constructively) 5% or more of Company’s common stock (by vote or value); Company Holders who hold their Company common stock or Company warrants through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the U.S.; Company Holders subject to special tax accounting rules as a result of any item of gross income with respect to the shares of Company common stock or Company warrants being taken into account in a “applicable financial statement” (as defined in the Code); Company Holders who are controlled foreign corporations, passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax; and Company Holders who acquired their shares of Company common stock through the exercise of employee stock options or other compensation arrangements. This discussion also does not address the U.S. federal income tax consequences to (i) holders of options, restricted stock units or other equity securities (other than, to the extent specifically discussed herein, Company warrants) or (ii) holders of shares of Company common stock who exercise appraisal rights in connection with the Merger under the DGCL.

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company common stock or Company warrants, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Company common stock or Company warrants and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TAX PLANNING. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, THE UNEARNED INCOME MEDICARE CONTRIBUTION TAX, QUALIFIED SMALL BUSINESS STOCK, AND FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Company common stock or Company warrants that is for U.S. federal income tax purposes:

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•	an individual who is (or is treated as) a citizen or resident of the U.S.;

•	a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•	a trust (1) that is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons as defined in Section 7701(a)(30) of the Code; or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of Company common stock or Company warrants (other than an entity or arrangement classified as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

U.S. Holders

The receipt of cash by a U.S. Holder in exchange for shares of Company common stock or Company warrants pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the shares or warrants surrendered pursuant to the Merger. Any such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if such U.S. Holder’s holding period in such shares or warrants is more than one-year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are generally taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company common stock or Company warrants at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Company common stock or Company warrants.

Non-U.S. Holders

Except as described below under “— Information Reporting and Backup Withholding” and “— Withholding on Foreign Entities”, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income or withholding tax unless:

•

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the U.S.), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. Holders, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty); or

•

such Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the Merger, and certain other requirements are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30%, which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder if the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a Company Holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that the taxpayer identification number provided is correct and that such Company Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such Company Holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the Company Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

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Withholding on Foreign Entities

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly known as “FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. FATCA withholding currently applies to payments of dividends. The Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our Company common stock or Company warrants. In its preamble to such proposed regulations, the Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Company Holders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of Company common stock or Company warrants pursuant to the Merger.

Financing of the Merger

The Merger Agreement does not contain any financing conditions to consummation of the Merger. Parent estimates that the total funds necessary to complete the Merger will be approximately $million, including related fees and expenses. Parent expects these amounts to be funded with available cash on its balance sheet.

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by the Company in connection with the Merger are as follows:

Description			Amount
Financial advisory fees and expenses			$
Legal, accounting and other professional fees and expenses			$
SEC filing fees			$41,089.25
Printing, proxy solicitation and mailing costs			$
Miscellaneous			$
Total			$

It is also expected that Merger Sub and/or Parent will incur approximately $ million of legal, financial and other advisory fees.

The estimate for legal fees set forth in this proxy statement does not include any amounts attributable to any existing or future litigation challenging the Merger. Except as explicitly provided for otherwise in the Merger Agreement, whether or not the Merger is consummated, all expenses incurred by any party to the Merger Agreement or on its behalf in connection with the Merger Agreement and associated transactions will be paid by the party incurring those expenses. For the avoidance of doubt, Parent shall pay all filing fees payable for filings required or otherwise made pursuant to the HSR Act or any other antitrust laws, and the Company will not be required to pay any fees or other payments to any governmental authority in connection with any filings under the HSR Act or such other filings as may be required under applicable antitrust laws in connection with the Merger or the Merger Transactions.

Regulatory Approvals

Under the HSR Act, certain transactions, including the Merger, may not be completed until pre-merger notifications have been filed with the United States Department of Justice Antitrust Division (the “DOJ”) and the United States Federal Trade Commission (the “FTC”), and all statutory waiting period requirements have

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been satisfied. Completion of the Merger is subject to the expiration or termination of the applicable waiting periods under the HSR Act. The parties filed their notification and report forms under the HSR Act on April 7, 2023. The waiting period with respect to the notification and report forms will expire at 11:59 p.m. Eastern Time on May 8, 2023.

At any time before or after the Effective Time, the DOJ, the FTC, U.S. state attorneys general, as well as non-U.S. regulatory bodies could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the consummation of the Merger or conditionally approving the Merger upon certain regulatory conditions or remedies. Private parties may also seek to take legal action under the applicable laws under some circumstances. There can be no assurance that a challenge to the Merger will not be made or, if such a challenge is made, that it would not be successful.

In addition, under the ICA, certain transactions, including the Merger, may not be completed until a notice with respect to the Merger Transactions has been delivered by Merger Sub to the Director of Investments pursuant to Section 11 of the ICA, and all statutory requirements have been satisfied. Completion of the Merger is subject to the satisfaction of the statutory requirements under the ICA. The parties filed their notice pursuant to Section 11 of the ICA on April 21, 2023. See “The Merger Agreement — Conditions to the Merger.”

Effective Time of the Merger

The Merger is to become effective, upon the terms and subject to the conditions of the Merger Agreement, at the date and time when a certificate of merger has been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later date and time as is agreed upon in writing by the parties and specified in the certificate of merger.

Payment of Merger Consideration

At the Effective Time, each share of Company common stock (other than (i) shares held in the treasury of the Company or owned by Merger Sub; (ii) shares held by Company Stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law and (iii) restricted shares that have not vested as of the Effective Time) will be converted automatically into and shall thereafter represent only the right to receive the Merger Consideration, subject to applicable withholding taxes.

At the Effective Time, each outstanding warrant to purchase shares of Company common stock pursuant to the Warrant Agreement, dated December 7, 2020, by and between Revolution Acceleration Acquisition Corp and Continental Stock Transfer & Trust Company (the “Warrant Agreement”) will, in accordance with its terms, automatically and without any required action on the part of the holder thereof, become a warrant exercisable for the Merger Consideration that such holder would have received if such warrant had been exercised immediately prior to the Effective Time; provided that if a holder of such warrant properly exercises such warrant within thirty (30) days following the public disclosure of the consummation of the Merger, the holder of such warrant will be entitled to the Black-Scholes Warrant Value (as defined in the Warrant Agreement) with respect to such warrant, which would have been equal to approximately $0.38 per warrant as of the close of trading on March 23, 2023.

At the Effective Time, each outstanding warrant to purchase shares of Company common stock pursuant to that certain Warrant, dated July 29, 2022, in favor of FCJI, Inc. (the “FedEx Warrant”) shall be subject to Section 12(iii) of the FedEx Warrant, and FCJI, Inc. shall have the right to exercise such warrants in exchange for the exercise price set forth in the FedEx Warrant. Upon such exercise, the holder of the FedEx Warrant shall be eligible to receive cash equal to the Merger Consideration multiplied by the number of shares of Company common stock for which such FedEx Warrant was exercisable immediately prior to the Effective Time.

Prior to the Effective Time, Parent and Merger Sub will appoint Continental Stock Transfer & Trust Company to act as the paying agent (or such other nationally recognized paying agent agreed to between Parent and Company) (the “Paying Agent”) to exchange the shares of Company common stock for the Merger Consideration. At or prior to the Effective Time, Parent and/or Merger Sub will deposit or cause to be deposited with the Paying Agent sufficient cash to pay the aggregate Merger Consideration. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to deliver to each holder of record of a share of Company common stock as of immediately prior to the Effective Time (other than those not entitled to Merger Consideration, as described in the preceding paragraph) (each, a “Book-Entry Share”) (i) a letter of transmittal

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in customary form, specifying procedures for delivery of the Merger Consideration and (ii) instructions for returning such letter of transmittal in exchange for payment of the Merger Consideration. Upon delivery of a duly executed letter of transmittal and any other documents reasonably required by the Paying Agent, the holder of that Book-Entry Share shall be deemed to have surrendered his, her or its Book-Entry Share and entitled to receive, and the Paying Agent shall promptly pay in exchange therefor, the Merger Consideration payable and issuable in respect of the number of shares formerly evidenced by such Book-Entry Share less any required withholding of Taxes. Any Book-Entry Shares so surrendered shall be canceled immediately. No interest shall accrue or be paid on any amount payable upon surrender of Book-Entry Shares.

The Paying Agent will return to Parent or Parent’s Designee, any portion of the funds in its possession on or after the one-year anniversary of the Effective Time. After that time, if you have not received payment of the Merger Consideration, you may look only to the Parent or Surviving Corporation, which shall remain responsible for payment and issuance of the applicable Merger Consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent or its designee, free and clear of all claims of interest of any Person previously entitled thereto. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law.

Provisions for Unaffiliated Stockholders

No provision has been made to grant the Company Stockholders, other than Parent or its affiliates, access to the corporate files of the Company or any other party to the Merger or to obtain counsel or appraisal services at the expense of the Company or any other such party.

Accounting Treatment

The Merger will be accounted for in accordance with GAAP. The Company, as the Surviving Corporation in the Merger, is considered the acquirer for accounting purposes. The Merger will result in the recognition of net assets acquired based on their estimated fair value.

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THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the principal document governing the Merger.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedules to the Merger Agreement (the “Disclosure Schedules”). In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent and Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the Disclosure Schedules or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, Parent and Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in the Company’s filings with the SEC regarding its business.

Additional information about the Company may be found elsewhere in this proxy statement and the Company’s other public filings. See the section entitled “Where You Can Find Additional Information.”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of SoftBank. As a result of the Merger, the separate corporate existence of Merger Sub will cease.

The Class A common stock and Public Warrants are currently registered under the Exchange Act and are listed on Nasdaq under the symbols “BGRY” and “BGRYW,” respectively. As a result of the Merger, the Company will cease to be a publicly traded company and will be a wholly owned subsidiary of SoftBank. Following the completion of the Merger, the Class A common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC with respect to the Class A common stock in accordance with applicable law, rules and regulations. Additionally, if the Merger is completed, the Public Warrants are intended to be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

At the Effective Time, the Certificate of Incorporation will be amended and restated to read in the same form as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided in the Merger Agreement or as provided by applicable law, and the Company Bylaws will be amended and restated to read in the same form as the bylaws of the Merger Sub, until thereafter amended as provided in the Merger Agreement or as provided by applicable law.

At the Effective Time, the directors of the Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable law or until their earlier death, resignation or removal.

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Closing and Effective Time of the Merger

The Merger Agreement provides that the closing of the Merger will take place on or before the third business day following the day on which all of the conditions to the closing of the Merger (described in the section of this proxy statement entitled “The Merger Agreement — Conditions to the Merger”) have been satisfied or waived (to the extent waivable under applicable law and the Merger Agreement) other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of those conditions.

The Effective Time will occur upon the date and time of the filing of the certificate of merger with the Secretary of State of the State of Delaware, or such later date and time as the parties may agree in writing and specify in the certificate of merger.

We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement, we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to SoftBank’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the Company Stockholder Approval is obtained, the Board will not have the right to terminate the Merger Agreement in order to accept any Superior Proposal. We expect to complete the Merger promptly after the Company Stockholder Approval is obtained and all required regulatory clearances have been received.

Consideration to be Received in the Merger

At the Effective Time, by virtue of the occurrence of the Merger, the following will occur:

•

each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than (i) restricted shares of Company common stock that are not vested (the “Restricted Shares”), (ii) shares of Company common stock owned by the Company as treasury stock or by Merger Sub (the “Treasury Shares”) and (iii) the Dissenting Shares) will be automatically converted into the right to receive $1.40 per share in cash, without interest;

•	each Company Treasury Share issued and outstanding immediately prior to the Effective Time will be cancelled without payment of any consideration;

•	each Dissenting Share issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist (subject to the appraisal rights of such holders);

•	each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Corporation;

•	each Vested In-the-Money Company Option will be canceled in exchange for payment of the Company Option Cash Out Amount;

•

each Unvested In-the-Money Company Option will automatically be canceled and converted into opportunity to be paid an amount in cash equal to the Option Converted Cash Award, subject to the same vesting terms, termination-related provisions and other conditions that applied to the associated unvested In-the-Money Company Option immediately prior to the Effective Time;

•	all Company Options that are not In-the-Money Company Options will be canceled at the Effective Time without payment of any consideration;

•	each Vested Company RSU will be canceled and converted into the right to receive an amount in cash equal to the Company RSU Cash Out Amount;

•

each Unvested Company RSU will be canceled and converted as of the Effective Time into the opportunity to be paid an amount in cash equal to the RSU Converted Cash Award, subject to the same time-vesting terms and conditions that applied to the associated unvested Company RSUs immediately prior to the Effective Time; and

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•

each Company Restricted Share that is unvested immediately prior to the Effective Time will be cancelled in exchange for payment of a contingent cash amount equal to the Merger Consideration that would be payable in respect of a share of Company common stock, subject, however, to certain terms and conditions.

Dissenting Shares

At the Effective Time, each Dissenting Share issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist, and the holders of Dissenting Shares will be entitled only to such rights as may be granted to them under Section 262. Notwithstanding the foregoing, if any holder of Dissenting Shares effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262, then such Dissenting Shares will be deemed to no longer be Dissenting Shares for purposes of the Merger Agreement and instead will be treated as if they had been converted automatically at the Effective Time into the right to receive the Merger Consideration.

The Company will give SoftBank (i) prompt written notice of any demands for appraisal of any shares of Company common stock, the withdrawals of such demands and any other instrument served on the Company under the DGCL relating to stockholders’ appraisal rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demands for appraisal. The Company will not make any payment with respect to any demands for appraisal or offer to settle or settle any such demands for appraisal without the written consent of SoftBank.

Withholding Rights

SoftBank, the Company, Merger Sub and the paying agent for the Merger Consideration will each be entitled to deduct and withhold any amounts due under applicable tax laws from the amounts that would otherwise payable pursuant to the Merger Agreement. To the extent amounts are so withheld, such withheld amounts will be (i) timely remitted to the appropriate governmental authority and (ii) treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made. SoftBank has agreed to reasonably cooperate with the Company to eliminate or reduce any such deduction or withholding.

Surrender and Payment Procedures

At or prior to the Effective Time, Parent or Merger Sub will deposit, or will cause to be deposited, with the paying agent sufficient funds to pay the aggregate Merger Consideration, other than in respect of the Excluded Shares, Dissenting Shares and Company Restricted Shares, as discussed below.

As soon as practicable after the Effective Time, SoftBank will cause the paying agent to deliver to each of our holders of shares of record immediately prior to the Effective Time (i) a letter of transmittal specifying that delivery will be effected upon adherence to the procedures set forth in the letter of transmittal and (ii) instructions for returning such letter of transmittal in exchange for the Merger Consideration. Upon completion of such applicable procedures by a holder of record, the paying agent will deliver to such holder the Merger Consideration to which such holder is entitled in respect of the number of shares of Company common stock surrendered by such holder (after giving effect to any required tax withholdings), and such surrendered shares will be cancelled immediately. Interest will not be paid or accrue in respect of the Merger Consideration.

Representations and Warranties

Representations and Warranties of the Company

The Merger Agreement contains customary representations and warranties of that Company that are subject, in many cases, to exceptions and qualifications contained in the Merger Agreement, in the Company’s Disclosure Schedules or in certain reports filed with the SEC. The representations and warranties of the Company relate to, among other things:

•	our and our subsidiaries’ due organization, good standing, existence and authority to carry on our and their business;

•	our corporate power and authority related to the Merger Agreement, including as it relates to our entry into and performance of our obligations under the Merger Agreement and to consummate the Merger and the Merger Transactions and the enforceability of the Merger Agreement against us;

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•

the Company’s execution, delivery and performance under the Merger Agreement, and whether such execution, delivery and performance would result in violations of, or conflicts with, our governing documents or applicable law, or any defaults, terminations or accelerations under certain agreements or the creation of liens on any of our assets;

•	certain actions of the Board (acting on the unanimous recommendation of the Special Committee), including in respect of the Company Board Recommendation;

•	that the only vote of the holders of shares of Company common stock necessary to approve the Merger Agreement and adopt the Charter Amendment is the Company Stockholder Approval;

•	the required actions by or in respect of, and filings with, governmental authorities in connection with the Merger and the Merger Agreement;

•	our capitalization, including:

○	the number of authorized and outstanding shares of Company common stock, Company preferred stock and Company equity awards;

○	that all outstanding shares of Company common stock and Company preferred stock have been duly authorized and validly issued, free and clear of any liens, and are fully paid, nonassessable and free of preemptive rights;

○

the absence of any other (i) outstanding agreements of any kind which obligate the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company’s capital stock, or obligate the Company to grant, extend or enter into any such agreements relating to any shares of the Company’s capital stock, or (ii) stockholder agreement, investors’ rights agreement, voting agreement, voting trust, right of first refusal and co-sale agreement, management rights agreement or other similar agreement with respect to the voting, registration, redemption, sale, transfer or other disposition of any shares of the Company’s capital stock; and

○

the absence of any other (i) outstanding subscriptions, options, stock appreciation rights, warrants, rights, or other securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (ii) commitments, calls, conversion rights of exchange or privilege, plans or other agreements of any character providing for the issuance, sale, repurchase or redemption of shares of the Company’s capital stock or the value of which is determined by reference to shares of the Company’s capital stock, and (iii) voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of the Company’s capital stock;

•	our SEC filings since December 10, 2020, and the financial statements included in such SEC filings, and our disclosure controls and procedures and internal controls over financial reporting;

•

the absence of obligations or liabilities of the Company and its subsidiaries, other than (i) obligations or liabilities reflected or reserved against in the most recent audited consolidated balance sheet of the Company; (ii) obligations or liabilities incurred in the ordinary course of business since December 31, 2022; (iii) executory obligations arising from any contract entered into in the ordinary course of business; (iv) obligations or liabilities that have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect (as described below) or (v) obligations or liabilities expressly required by the Merger Agreement;

•

(i) our conduct of business in all material respects in the ordinary course of business from December 31, 2022 through the date of the Merger Agreement, except in connection with modifications, suspensions and/or alterations of operations in response or otherwise related to COVID-19 measures; (ii) the absence of any actions by the Company and its subsidiaries that, if taken between the date of the Merger Agreement and Effective Time, would constitute a breach of, or require the consent of SoftBank under the Merger Agreement, and (iii) the absence since December 31, 2022, through the date of the Merger Agreement of any material adverse effect (as defined below) or any change, effect, occurrence, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect;

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•	certain tax matters relating to the Company and its subsidiaries;

•	certain matters relating to the leases of real property of the Company and any of its subsidiaries;

•	certain intellectual property matters relating to the Company and its subsidiaries;

•	certain matters relating to material contracts;

•	certain matters relating to employee benefit plans of the Company and its subsidiaries;

•	certain labor matters relating to the Company and its subsidiaries;

•	the absence of certain legal proceedings, investigations and governmental orders against the Company or any of its subsidiaries;

•	the Company and its subsidiaries’ compliance with applicable laws for the prior five years, including (i) sanctions and customs and trade laws, (ii) privacy, cybersecurity, data security, and the security of information technology systems and (iii) anti-bribery and anti-corruption laws;

•	certain matters relating to insurance policies of the Company and its subsidiaries;

•	the absence of certain related party transactions;

•	the absence of any broker’s or finder’s fees (other than fees due to Credit Suisse);

•	certain matters relating to the Company’s relationship with its material customers and suppliers;

•	the inapplicability of anti-takeover statutes to the Merger Agreement or the Merger Transactions and the absence of any “poison pill” or similar anti-takeover agreement or plan;

•	certain environmental matters relating to the Company and its subsidiaries;

•	the receipt by the Board of a fairness opinion; and

•	certain matters relating to the information supplied by the Company and its subsidiaries.

Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, a “material adverse effect” standard. For purposes of the Merger Agreement, a “material adverse effect” means, with respect to the Company, any change, effect, event, occurrence, circumstance or development (which we collectively refer to as an “effect”) that, individually or in the aggregate with all other effects, has or would reasonably be expected to have a materially adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from the following:

•	any change in applicable laws or GAAP or any interpretation thereof following the date of the Merger Agreement;

•	any change in interest rates or economic, political, credit, business or financial market conditions generally;

•

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, weather conditions, epidemics, pandemics (including COVID-19, any COVID-19 measures, and any precautionary or emergency measures, recommendations, protocols or orders taken or issued by any person in response to COVID-19), quarantines, plagues, other outbreaks of illness or public health events or other natural or man-made disasters or acts of god in the United States or any other country or region in the world, or any escalation of the foregoing;

•	geopolitical conditions, acts of hostilities, war, sabotage, cyberterrorism, terrorism or military actions in the United States or any other country or region in the world, including the current conflict between the Russian Federation and Ukraine or any change, escalation or worsening thereof;

•	any events generally applicable to the industries or markets in which the Company and its subsidiaries operate (including increases in the cost of products, services, supplies, materials or other goods purchased from third-party suppliers);

•	the taking of any action required by the Merger Agreement;

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•

any failure, in and of itself, by the Company to meet any published or internal prospective estimates, projections, expectations, milestones, predictions or forecasts of revenue, earnings, or any financial or performance measures or operating statistics (whether made by the Company or any third parties);

•

the execution, announcement or performance of the Merger Agreement or the consummation of the Merger Transactions, or the identity of Parent or any of its affiliates as the acquiror of the Company, including any termination of, reduction in or similar adverse impact on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of the Company and its subsidiaries;

•	any changes in the Company’s stock price or trading volume;

•

(i) any action taken at the written direction or request of Parent or Merger Sub, (ii) any failure to take any action resulting from Parent’s failure to grant any consent requested by the Company to take any action restricted or prohibited by the Merger Agreement, (iii) any action taken in compliance with the terms of, or that is required by, the Merger Agreement or (iv) the failure to take any action prohibited by this Agreement; or

•	the availability or cost of equity, debt or other financing to Parent, Merger Sub or the Surviving Corporation;

provided, further, that any effect referred to in the first five bullets above may be taken into account in determining if a material adverse effect has occurred if it has a disproportionate and adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, relative to similarly situated companies in the industries in which the Company and its subsidiaries, taken as a whole, operate.

For purposes of the Merger Agreement, a “material adverse effect” means, with respect to Parent, any effect that, individually or taken together with all other effects that have occurred prior to the date of determination of the occurrence of Parent’s material adverse effect, is or would reasonably be expected to prevent or materially adversely affect the ability of Parent or Merger Sub to consummate the Merger on or prior to the Outside Date.

Representations and Warranties of Parent and Merger Sub

The Merger Agreement also contains customary representations and warranties of Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

•	their due organization, existence, good standing, and authority to carry on their businesses;

•	their corporate power and authority related to the Merger Agreement, including their power to enter into the Merger Agreement, perform their obligations under the Merger Agreement, and consummate the Merger and the Merger Transactions and the enforceability of the Merger Agreement against them;

•	the required actions by or in respect of, and filings with, governmental authorities in connection with the Merger and the Merger Agreement;

•

their execution, delivery and performance under the Merger Agreement, and whether such execution and performance would result in violations of, or conflicts with, their governing documents or applicable law, or any defaults, terminations, cancellations or accelerations under certain agreements or the creation of liens on any of their assets;

•	the capitalization and business conduct of Merger Sub;

•	the availability of sufficient cash to make all payments at the closing of the Merger contemplated by the Merger Agreement and pay all associated fees, costs and expenses in connection with the Merger and the Merger Transactions;

•	the absence of certain legal proceedings or investigations against Parent or Merger Sub; and

•	certain matters relating to the information supplied by Parent and Merger Sub.

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The representations and warranties in the Merger Agreement of each of the Company, Parent and Merger Sub will not survive the consummation of the Merger or the termination of the Merger Agreement pursuant to its terms.

Conduct of Our Business Pending the Merger

Under the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, except (i) as undertaken with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned); (ii) as required by applicable law; (iii) as expressly contemplated or required by the Merger Agreement; (iv) as set forth on the Disclosure Schedule; or (v) as required by the rules or regulations of Nasdaq, the Company (a) will, and will cause its subsidiaries to, use its and their reasonable best efforts to conduct their respective businesses in the ordinary course of business in all material respects (including any changes in their respective business practices adopted prior to the date hereof to address and adapt to COVID-19 and any COVID-19 measures), keep available the services of the current officers and key management employees of the Company and its subsidiaries and preserve the goodwill and current relationships with key anticipated customers, key suppliers, key partners and other persons with which it has significant business dealings and (b) will not, and will cause its subsidiaries not to:

•	amend the Certificate of Incorporation or Company Bylaws or those of its subsidiaries, restructure, reorganize, dissolve or liquidate the Company or any of its subsidiaries or form any subsidiaries or enter into any new line of business or abandon or discontinue any existing line of business;

•	make, declare or pay any dividend or other distribution with respect to any of its capital stock, other than dividends or other distributions paid by any wholly owned subsidiary of the Company;

•	split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Company’s or any of its subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly owned subsidiary of the Company which remains wholly owned thereafter;

•

purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of the Company’s capital stock, membership interests or other equity interests of the Company or its subsidiaries, except for (i) acquisitions of shares of the Company equity awards in connection with the forfeiture or cancellation of Company equity awards; (ii) any such transaction by a wholly owned subsidiary of the Company which remains wholly owned thereafter, or (iii) purchases or redemptions pursuant to exercises of Company options issued and outstanding as of the date of the Merger Agreement or the withholding of shares to satisfy net settlement or tax obligations with respect to equity awards in accordance with the terms of such equity awards existing on the date of the Merger Agreement;

•

issue, sell, pledge, dispose of, grant, transfer or encumber any shares of the Company’s capital stock or other equity interests in the Company or any of its subsidiaries, or any class, or securities convertible into, or exchangeable or exercisable for, any shares of the Company’s capital stock or other equity interests, other than:

○	the issuance of shares of Company common stock in accordance with and as required by the Warrant Agreement or the FedEx Warrant; or

○

the issuance of shares of Company common stock upon the exercise of Company options or settlement of Company RSUs outstanding as of the date hereof, provided, however, that such exercise will be limited to the vested portion of such Company options as of the time of such exercise and the Company will not allow any early exercise of Company options;

•	acquire, merge or consolidate the Company or any of its subsidiaries with any other third party or their assets, securities, businesses or properties, other than the acquisitions of property in the ordinary course of business that do not exceed $250,000;

•

modify or terminate any material contract or enter into any contract, that if entered into prior to the date of the Merger Agreement would have been a material contract (other than purchase orders, invoices or statements of work entered into in the ordinary course of business involving payments not in excess of $250,000);

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•

sell, assign, transfer, convey, lease or otherwise dispose of any material tangible assets or properties of the Company or its Subsidiaries, except for (i) dispositions of obsolete or worthless equipment, (ii) transactions among the Company and its wholly owned subsidiaries or among its wholly owned subsidiaries, (iii) transactions in the ordinary course of business to fulfill order obligations pursuant to customer orders existing as of the date hereof and customer orders that may be received in the ordinary course of business following the date of the Merger Agreement and (iv) transactions in the ordinary course of business not in excess of $250,000 individually and $500,000 in the aggregate;

•	acquire any ownership interest in any real property;

•

except for such actions required by applicable law, existing Company benefit plans or any material contract: (i) grant or announce any cash- or equity or equity-based incentive awards, bonus, severance, retention, change of control or termination or similar pay, (ii) hire or terminate (other than for cause or due to death or disability) the employment of any officers, directors or employees of the Company whose annual base salary exceeds $200,000, (iii) terminate, adopt, enter into or materially amend any Company benefit plan, (iv) increase or decrease the compensation or benefits payable or that become payable to any employee, officer, director or other individual service provider with an annual base salary of $200,000 or more, except where such increase or decrease does not exceed 10% of the annual base salary (v) establish any trust or take any other action to secure the payment of any compensation payable by the Company or any of the Company’s subsidiaries for the benefit of any employee or other service provider of the Company or its subsidiaries, or (vi) take any action to accelerate the time of payment, vesting, exercisability or funding of any compensation or benefit payable by the Company or any of its subsidiaries, except in the ordinary course of business;

•

issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries or otherwise incur or assume any indebtedness, or guarantee any indebtedness of another person, except as issued or incurred between the Company and any of its wholly owned subsidiaries or between any of such wholly owned subsidiaries;

•	make any loans, advances or capital contributions to, or investments in, any other person other than between the Company and any of its wholly owned subsidiaries;

•

(i) make, change or revoke any material election in respect of taxes, (ii) amend, modify or otherwise change any filed income or other material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement in respect of material taxes executed on or prior to the date of the closing of the Merger (as defined in the Merger Agreement) or enter into any material tax sharing or similar agreement, (v) settle any claim or assessment in respect of material taxes, (vi) surrender or allow to expire any right to claim a refund of material taxes or (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes or in respect to any material tax attribute that would give rise to any claim or assessment of taxes;

•	adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or its subsidiaries;

•

waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, action, litigation or other legal proceedings, except in the ordinary course of business that (i) involve only the payment of monetary damages (excluding monetary damages that are fully covered by the Company’s insurance policies) in excess of $100,000 individually or $250,000 in the aggregate, (ii) do not impose any injunctive or other non-monetary relief on the Company, (iii) do not involve the admission of wrongdoing by the Company or any of its subsidiaries and (iv) do not relate to the Merger Agreement or the Merger Transactions;

•

(i) enter into or become bound by any material contract, or modify, amend, renew or terminate any material contract, in each case related to the acquisition or disposition or granting of any rights to any intellectual property that is material to the Company and its subsidiaries, or otherwise materially encumber any such intellectual property, other than in the ordinary course of business, (ii) act or fail to act in any manner that would reasonably be expected to result in any loss, disposal of, abandonment, lapse, invalidity or unenforceability of any material rights to any intellectual property that is material to

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the Company and its subsidiaries, other than in the ordinary course of business, or (iii) disclose any material trade secret of the Company or its subsidiaries to any person, other than in the ordinary course of business to company services providers who have entered into a written confidentiality agreement or are otherwise subject to standard confidentiality obligations in accordance with procedures that are customarily used in the Company’s industry;

•

enter into, modify, amend, renew or extend any labor agreement, other than as required by applicable law, or recognize or certify any labor union, labor organization, or group of employees of the Company or its subsidiaries as the bargaining representative for any employees of the Company or its subsidiaries;

•	terminate without replacement or fail to use reasonable efforts to maintain any license material to the conduct of the business of the Company and its subsidiaries, taken as a whole;

•	limit the right of the Company or any of its subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person;

•	waive or release any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement, or other restrictive covenant obligation of any current or former employee or independent contractor or any other third party;

•	make any material change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a governmental authority;

•	enter into, adopt or authorize the adoption of any stockholder rights agreement (or similar plan commonly referred to as a “poison pill”); or

•	agree, authorize or commit to do any of the foregoing.

No Solicitation of Acquisition Proposals; Adverse Recommendation Changes

No Solicitation or Negotiation

Except as permitted by the Merger Agreement, the Company must not, and must cause its subsidiaries and direct each of its other affiliates and its directors, officers, employees consultants, accountants, legal counsel, investment bankers or other financial advisors, agents and other representatives (collectively, “representatives”) not to, directly or indirectly:

•	solicit, initiate, or knowingly facilitate or encourage any inquiry, proposal or offer regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal (as defined below);

•

enter into, continue or otherwise participate in any discussions or negotiations with, afford access to the business, properties, personnel of the Company or any non-public information of the Company to, any person in connection with a Takeover Proposal or any inquiries that could be reasonably expected to lead to a Takeover Proposal (other than to state that the Company is not permitted to have discussions);

•	execute or enter into any letter of intent, agreement in principle or contract with respect to a Takeover Proposal (other than an acceptable confidentiality agreement in accordance with the terms of the Merger Agreement (an “Acceptable Confidentiality Agreement”)); or

•	resolve to or publicly propose to do any of the foregoing.

The Merger Agreement defines the term “Takeover Proposal” to mean any proposal or offer relating to a single direct or indirect transaction or series of related direct or indirect transactions, to (i) a spin-off, share exchange (including a split-off) or business combination involving 20% or more of the capital stock of the Company or any of its subsidiaries or consolidated assets of the Company and its subsidiaries, taken as a whole, (ii) a sale, lease, license, exchange, mortgage, transfer or other disposition of assets representing 20% or more of the consolidated assets, revenues or gross profits of the Company and its subsidiaries, taken as a whole, (iii) a purchase or other acquisition or sale of, or other transaction with respect to, shares of capital stock or other securities in which any person or “group” (as such term is defined under the Exchange Act) would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 20% or more of the voting power of the capital stock of the Company or any of its

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subsidiaries, including by way of a tender offer or exchange offer, (iv) a merger, reorganization, recapitalization, consolidation, business combination, liquidation, dissolution or similar transaction involving the Company or any subsidiary of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or (v) any combination of the foregoing.

The Company also agreed to, and to cause its subsidiaries and direct each of its other affiliates and representatives to immediately: (i) cease and cause to be terminated any activities, discussions or negotiations with any third party with respect to any Takeover Proposal or inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Takeover Proposal, (ii) terminate all access granted to any such third party to any physical or electronic data room (or any other diligence access) with respect to any Takeover Proposal or inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Takeover Proposal and (iii) request that each such third party promptly return or destroy all non-public information furnished to any such person. The Company also agreed not to modify, amend, terminate, waive, release or assign, any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its subsidiaries is a party relating to any Takeover Proposal or any inquiry that constitutes or could reasonably be expected to lead to a Takeover Proposal and will enforce the provisions of any such agreement, except that the Company will be permitted on a confidential basis to release or waive any standstill obligations solely to the extent necessary to permit the other party thereto to submit a Takeover Proposal to the Board on a confidential basis.

No Solicitation Exceptions

Notwithstanding the foregoing, if the Company receives an unsolicited, bona fide written Takeover Proposal that did not result from a breach of the Company’s non-solicitation obligations prior to the time the Company Stockholder Approval is obtained, then, following the receipt by the Company of such a Takeover Proposal:

•	the Company and its representatives will be permitted to contact the person making such Takeover Proposal, solely to clarify the terms of such Takeover Proposal; and

•

if the Board determines in good faith (after consultation with its financial advisors and legal outside counsel) (i) that such Takeover Proposal constitutes or is reasonably expected to lead to a Superior Proposal (as defined below) and (ii) that the failure to take the actions set forth in clauses (a) and (b) below with respect to such Takeover Proposal would be inconsistent with the Board’s fiduciary duties to the Company Stockholders under applicable law, then the Company may, in response to such Takeover Proposal, (a) furnish access and information with respect to the Company to the third party who has made such Takeover Proposal, and its representatives, pursuant to an Acceptable Confidentiality Agreement, so long as any material non-public information so provided has previously been provided to SoftBank or is provided to SoftBank substantially concurrently with the time it is provided to such person, and (b) participate in discussions and negotiations with such third party regarding such Takeover Proposal.

The Merger Agreement defines the term “Superior Proposal” to mean any bona fide written Takeover Proposal that was not solicited and did not otherwise result from a violation of the Company’s non-solicitation obligations that the Board has determined in its good faith judgment (after consultation with its financial advisor and outside legal counsel) (i) would be more favorable to the Company Stockholders (solely in their capacity as such) from a financial point of view than the Merger Transactions and (ii) is reasonably likely to be consummated in accordance with its terms on a timely basis, in each case, taking into account all legal, regulatory, financial, financing and other aspects of such proposal and of the Merger Agreement; provided, however, that for purposes of the definition of “Superior Proposal,” the references to “15%” in the definition of Takeover Proposal will be deemed to be references to “50%.”

Except to the extent the Company is prohibited from giving SoftBank such notice by any confidentiality agreement in effect as of the date of the Merger Agreement, from and after the execution of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Effective Time, the Company will notify SoftBank in writing of the receipt of any Takeover Proposal or any inquiries, offers or proposals that would reasonably be expected to lead to a Takeover Proposal, specifying the terms and conditions thereof (including the identity of the third party making such Takeover Proposal or inquiry, offer or proposal) and thereafter keep SoftBank reasonably informed of any changes or modifications to the financial or other material terms and conditions of such Takeover Proposal or inquiry, offer or proposal, in each case also providing to

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SoftBank a copy of each written Takeover Proposal or inquiry, offer or proposal and any written changes or modifications thereto containing any terms or conditions of any proposals or proposed transaction agreements relating to any Takeover Proposal or inquiry, offer or proposal, in each case as soon as practicable and in any event within 24 hours after the Company’s receipt thereof.

No Adverse Recommendation Change

The Board has unanimously recommended that Company Stockholders vote “FOR” the Proposals. The Merger Agreement provides that, subject to certain exceptions described below, neither the Board nor any committee thereof (including the Special Committee) will: (i) fail to make, withdraw, qualify, modify or amend, or agree to or publicly propose to withdraw, qualify, modify or amend, the Company Board Recommendation in any manner adverse to SoftBank (it being understood that it will be considered an Adverse Recommendation Change if any Takeover Proposal structured as a tender or exchange offer is commenced and the Board, including the Special Committee, fails to publicly (x) recommend against the acceptance of such tender or exchange offer by the holders of Company common stock, and (y) reaffirm the Company Board Recommendation, in each case within 10 business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act), (ii) approve, recommend, or declare advisable or publicly propose to approve, recommend, or declare advisable, a Takeover Proposal (any of the foregoing, an “Adverse Recommendation Change”), (iii) fail to (1) publicly and without qualification recommend against any Takeover Proposal within 10 business days after such Takeover Proposal is made public (or such fewer number of days as remains prior to the Special Meeting so long as such request is made at least one business day prior to the Special Meeting), or (2) fail to reaffirm the Company Board Recommendation within 10 business days after any request by SoftBank to do so (or such fewer number of days as remains prior to the Special Meeting so long as such request is made at least one (1) business day prior to the Special Meeting), (iv) fail to include the Company Board Recommendation in the proxy statement or (v) approve, recommend or allow the Company or any of its subsidiaries to enter into any contract relating to a Takeover Proposal (other than an Acceptable Confidentiality Agreement) (an “Acquisition Agreement”).

No Adverse Recommendation Change Exceptions

Superior Proposal

Notwithstanding the foregoing, prior to receipt of the Company Stockholder Approval, the Board may make an Adverse Recommendation Change and terminate the Merger Agreement in response to a Superior Proposal received by the Board after the date of the Merger Agreement, but only if:

•	the Superior Proposal did not arise from a breach by the Company or any of its subsidiaries of the non-solicitation obligations in the Merger Agreement;

•	the Board has determined in good faith, after consultation with outside legal and financial advisors that failure to do so would be inconsistent with the Board’s fiduciary obligations to the Company Stockholders under applicable law;

•

the Company has first provided at least four (4) business days’ prior written notice (the “Notice Period”) to SoftBank that the Company is prepared to make an Adverse Recommendation Change and terminate the Merger Agreement to enter into an Acquisition Agreement with respect to a Superior Proposal, which notice includes a copy of the written definitive agreements (including all exhibits and schedules) providing for the transaction that constitutes such Superior Proposal;

•

during the Notice Period, the Company has negotiated with SoftBank in good faith (if requested by SoftBank) to enable SoftBank to propose in writing such adjustments in the terms and conditions of the documents related to the Merger Transactions (collectively, the “Transaction Documents”) so that such Superior Proposal no longer constitutes a Superior Proposal; and

•

following the end of the Notice Period (it being understood and agreed that any material change to the financial or other terms and conditions of such Superior Proposal will require an additional notice to SoftBank and a new three (3) business day period), and after considering such negotiations and any adjustments in the terms and conditions of the Transaction Documents that have been agreed to in

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writing by SoftBank, the Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that such Superior Proposal continues to constitute a Superior Proposal and that failure to make an Adverse Recommendation Change would be inconsistent with its fiduciary duties pursuant to applicable law.

In such case, the Company will be required to pay the Termination Fee to SoftBank (as described in the section of this proxy statement entitled “The Merger Agreement — Termination”).

Intervening Events

In addition, prior to receipt of the Company Stockholder Approval, the Board may make an Adverse Recommendation Change in response to an Intervening Event (as defined below), but only if:

•	the Board has determined in good faith (and upon the recommendation of the Special Committee), after consultation with its outside legal counsel, that failure to do so would be inconsistent with the Board’s fiduciary obligations to the Company Stockholders under applicable law;

•

the Company has first provided prior written notice to SoftBank for at least the duration of the Notice Period that the Company is prepared to make an Adverse Recommendation Change in response to such Intervening Event, which notice specifies in reasonable detail the Intervening Event that renders an Adverse Recommendation Change necessary;

•

during the Notice Period, the Company has negotiated with SoftBank in good faith (if requested by SoftBank) to enable SoftBank to propose in writing such adjustments in the terms and conditions of the Transaction Documents so that the Board would no longer determine that the failure to make an Adverse Recommendation Change would be inconsistent with its fiduciary obligations to the Company Stockholders under applicable law; and

•

following the end of the Notice Period (it being understood and agreed that any material change to the conditions constituting such Intervening Event will require an additional notice to SoftBank and a new three business day period), and after considering such negotiations and any adjustments in the terms and conditions of the Transaction Documents that have been agreed to in writing by SoftBank, the Board has determined, after consultation with its outside legal counsel, that the failure to make such Adverse Recommendation Change continues to be inconsistent with the Board’s fiduciary obligations to the Company Stockholders under applicable law.

In such case, the Company will be required to pay the Termination Fee to SoftBank (as described in the section of this proxy statement entitled “The Merger Agreement — Termination”).

Under the Merger Agreement, an “Intervening Event” means any material event, fact, circumstance, development or occurrence that (a) was not known, or reasonably foreseeable, by the Board as of March 24, 2023, and (b) does not relate to (i) the effect resulting from the public announcement of the Merger Agreement, (ii) the receipt, existence or terms of a Takeover Proposal or any matter relating thereto or consequence thereof or (iii) any change in the price or trading volume of the Company common stock or any other securities of the Company, any change in credit rating of the Company or the fact that the Company meets or exceeds (or does not meet or exceed) internal or published budgets, projections, forecasts or predictions of financial performance for any period (except that the underlying causes of such changes may constitute or be taken into account in determining whether there has been an Intervening Event to the extent not otherwise excluded hereunder) (iv) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices) or in any industry or industries in which the Company or its subsidiaries operate, (v) changes in GAAP, other applicable accounting rules or applicable law (or the interpretation thereof), (vi) any changes relating to SoftBank or its affiliates, or (vii) the timing of any licenses, authorizations, permits, consents or approvals required pursuant to the Merger Agreement to be obtained prior to the effective time in connection with the Merger Transactions or the pendency of the Merger Transactions.

Special Meeting

The Company has agreed to take, in accordance with the DGCL, the Certificate of Incorporation and the Company Bylaws, all action necessary to duly call, give notice of, convene and hold a meeting of the Company Stockholders as promptly as reasonably practicable after the clearance of this proxy statement by the SEC (which

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meeting will in no event be scheduled initially for a date that is later than the 35^th day following the first mailing of the proxy statement without the written consent of SoftBank), for the purpose of obtaining the approval and adoption of the Merger Agreement and Charter Amendment. The Company is permitted to postpone or adjourn such meeting in certain circumstances related to soliciting additional proxies or requirements of applicable law.

Subject to the Board’s rights to effect an Adverse Recommendation Change in response to an Intervening Event or a Superior Proposal and to terminate the Merger Agreement in response to a Superior Proposal, as described in the section entitled “The Merger Agreement — No Solicitation of Acquisition Proposals; Adverse Recommendation Changes,” the Board will include the Company Board Recommendation in the proxy statement and use all commercially reasonable efforts to solicit proxies in favor of the adoption of the Merger Agreement and the Merger Transactions to the Company Stockholders and obtain the Company Stockholder Approval.

Filings

The Company, Parent and Merger Sub will use their respective reasonable best efforts to promptly:

•	obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and make any filings and notifications with, any governmental authority or third party necessary, proper or advisable under applicable law to consummate the Merger Transactions;

•	make any other submissions necessary, proper or advisable in connection with the Merger Transactions under the Securities Act, the Exchange Act, the HSR Act, the DGCL, the ICA and the Nasdaq rules and regulations and any other applicable law; and

•	take or cause to be taken all other actions necessary, proper or advisable with respect to the Merger Transactions to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such laws.

In addition, subject to the terms of the Merger Agreement, the Company, Parent and Merger Sub will use their respective reasonable best efforts to (i) resolve or defend against any objections that the FTC, the DOJ or any other governmental authority may assert with respect to the Merger Transactions, and (ii) obtain the ICA Clearance, any clearance required under the HSR Act, or any other approval, consent or authorization necessary under applicable law for the consummation of the Merger Transactions.

HSR Act

As promptly as practicable after the date of the Merger Agreement (and in no event later than the date that is 10 business days after the date of the Merger Agreement), each of Parent and the Company was required to file any notification and report forms and related material required to be filed by it with the FTC and the DOJ, as applicable, with respect to the Merger Transactions (which will request the early termination of any waiting period applicable to the Merger Transactions under the HSR Act), and will promptly make any further filings pursuant thereto that may be necessary, proper or advisable. The parties filed their notification and report forms under the HSR Act on April 7, 2023.

ICA Clearance

As promptly as practicable after the date of the Merger Agreement (and in no event later than the date that is thirty (30) calendar days after the date of the Merger Agreement), Merger Sub was required to file a notice with respect to the Merger Transactions to the Director of Investments pursuant to Section 11 of the ICA, and Merger Sub and Parent will promptly make any further filings pursuant thereto that may be necessary, proper or advisable. The parties filed their notice pursuant to Section 11 of the ICA on April 21, 2023.

Financing

The Merger Agreement does not contain any financing conditions to consummation of the Merger. Parent estimates that the total funds necessary to complete the Merger will be approximately $ million, including related fees and expenses. Parent expects these amounts to be funded with available cash on its balance sheet.

Employee Matters

During the period commencing at the Effective Time and ending on the first anniversary of the Merger, each employee of the Company or any of its subsidiaries who becomes or remains, as applicable, an employee of

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SoftBank, the Surviving Corporation or any of their subsidiaries on and following the Effective Time (each, a “Continuing Employee” and collectively, the “Continuing Employees”), will be provided with (i) an annual rate of base salary or base wage and a target annual cash bonus opportunity that is no less favorable in the aggregate than the annual rate of base salary or base wage and a target annual cash bonus opportunity provided to such Continuing Employee by the Company or any of its subsidiaries immediately prior to the Effective Time and (ii) other benefits (excluding any equity-based compensation, change of control, transaction or retention bonuses, pension, or deferred compensation benefits) that are substantially comparable in the aggregate to those provided to such Continuing Employee by the Company or any of its subsidiaries immediately prior to the Effective Time.

Additionally, each Continuing Employee will be given credit for service with the Company or its subsidiaries for purposes of participation in any applicable benefit programs of Parent or its subsidiaries except for paid time-off. From and after the Effective Time, Parent will or will cause its subsidiaries (including the Surviving Corporation) to use commercially reasonable efforts to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any U.S. group health plans of Parent or its subsidiaries to be waived with respect to the Continuing Employees and their eligible dependents and (ii) give each of the Continuing Employees located in the United States credit for the plan year in which the Effective Time occurs toward applicable deductibles and annual out of pocket limits for expenses incurred prior to the Effective Time for which payment has been made.

Conditions to the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the closing of the Merger of the following conditions:

•	the Company Stockholder Approval has been obtained;

•	no law or order (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting consummation of the Merger have been issued by any governmental authority of competent jurisdiction;

•	the waiting period (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act, or any voluntary agreement with the DOJ or the FTC not to consummate the Merger has expired or been terminated; and

•

Merger Sub has received (i) the receipt prescribed under Subsection 13(1) of the ICA and the time during which the relevant Minister in accordance with section 3 of ICA (the “Minister”) could have provided notice to Merger Sub under either subsection 25.2(1) or subsection 25.3(2) of the ICA shall have passed without Merger Sub having received such notice; (ii) the Minister shall have provided Merger Sub with notice under subsection 25.2(4)(a) of the ICA indicating that no order for review will be made in respect of the Merger Transactions; (iii) the Minister shall have provided Merger Sub with notice under subsection 25.3(6)(b) of the ICA indicating that no further action will be taken in respect of the Merger Transactions; or (iv) where a review by the Governor in Council with respect to the Merger Transactions under Part IV.1 of the ICA has been ordered, the Governor in Council shall have authorized the Merger Transactions under subsection 25.4(1)(b) of the ICA (the “ICA Clearance”).

The respective obligations of SoftBank and Merger Sub to complete the Merger are subject to the satisfaction or waiver by SoftBank at or prior to the closing of the Merger of the following additional conditions:

•

the representations and warranties of the Company set forth in Section 3.4 of the Merger Agreement with respect to the Company’s capitalization are true and correct in all respects, other than inaccuracies that are de minimis in amount, as of March 24, 2023 and as of the date of the closing of the Merger with the same effect as though made as of the date of the closing of the Merger (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

the representations and warranties of the Company set forth in Sections 3.1, 3.2, 3.21, 3.25, 3.26 and 3.30 of the Merger Agreement with respect to the organization and good standing, corporate authorization, brokers and financial advisors, state takeover laws, stockholder rights agreements and the Board’s receipt of Credit Suisse’s opinion are true and correct in all material respects (disregarding all qualifications or limitations as to materiality and material adverse effect and words of similar import set

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forth in the Merger Agreement) as of March 24, 2023, and as of the date of the closing of the Merger with the same effect as though made as of the date of the closing of the Merger (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

all other representations and warranties of the Company set forth in the Merger Agreement are true and correct (disregarding all qualifications or limitations as to materiality and material adverse effect and words of similar import set forth in the Merger Agreement) as of March 24, 2023, and as of the date of the closing of the Merger with the same effect as though made as of the date of the closing of the Merger (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;

•	the performance and compliance by the Company in all material respects with all obligations, covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the closing of the Merger;

•	there having not occurred a material adverse effect with respect to the Company;

•	the receipt by SoftBank at closing of a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company certifying that the conditions set forth in the preceding five bullets have been satisfied;

•	the termination of certain agreements effective as of and contingent upon the closing of the Merger; and

•

the receipt by SoftBank and Merger Sub of a resignation letter (in a form reasonably acceptable to SoftBank) from each officer and director of the Company, if and as requested by SoftBank, effectuating the resignation of such officer or director as an officer and/or member of the Board, as applicable, effective as of the Effective Time.

The obligation of the Company to complete the Merger is subject to the satisfaction or waiver by the Company at or prior to the closing of the Merger of the following additional conditions:

•

each representation and warranty of SoftBank and Merger Sub contained in the Merger Agreement (disregarding all qualifications or limitations as to materiality and material adverse effect and words of similar import set forth in the Merger Agreement) is true and correct as of March 24, 2023, and as of the date of the closing of the Merger as though made on the date of the closing of the Merger (except to the extent expressly made as of an earlier date, in which case as of such earlier date) except where the failure to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;

•	the performance and compliance by SoftBank and Merger Sub in all material respects with all obligations, covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the closing of the Merger; and

•	the receipt by the Company at closing of a certificate signed on behalf of SoftBank by an autho