Berkshire Grey, Inc. (Form: SC 13E3, Received: 05/02/2023 16:55:19)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

Berkshire Grey, Inc.

(Name of the Issuer)

Berkshire Grey, Inc.

Softbank Group Corp.

Backgammon Acquisition Corp.

Backgammon Investment Corp.

SVF II BG (DE) LLC

SVF II Holdings (DE) LLC

SoftBank Vision Fund II-2 L.P.

SVF II Aggregator (Jersey) L.P.

SB Global Advisers Limited

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.0001 per share

Redeemable Warrants, exercisable for Class A Common Stock

(Title of Class of Securities)

084656107

084656115

(CUSIP Number of Class of Securities)

Berkshire Grey, Inc.

140 South Road
Bedford, MA 01730-2344

(833) 848-9900
Attn: Christian Ehrbar & Mark Fidler

SoftBank Group Corp.

Tokyo Portcity Takeshiba

1-7-1 Kaigan

Minato-ku, Tokyo 105-7537 Japan

+81-3-6889-2000

Attention: Tim Mackey & Stephen Lam

Backgammon Acquisition Corp.

Backgammon Investment Corp.

1 Circle Star Way

San Carlos, CA 94070

+81-3-6889-2000

Attention: Alex Clavel & Stephen Lam

SVF II BG (DE) LLC

SVF II Holdings (DE) LLC

251 Little Falls Drive

Wilmington, DE 19808

+81-3-6889-2000

Attention: Michael Johnson

SoftBank Vision Fund II-2 L.P.

SVF II Aggregator (Jersey) L.P.

Crestbridge Limited, 47 Esplanade

St. Helier, Jersey, JE1 0BD

+81-3-6889-2000

Attention: Jonathan Duckles

SB Global Advisers Limited

69 Grosvenor Street

London, W1K 3JP

England, United Kingdom

650-562-8211

Attention: Alex Clavel

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

Attention: Mark S. Opper, John T. Haggerty & R. Kirkie Maswoswe

Morrison & Foerster LLP

Shin-Marunouchi Building, 29th Floor

5-1, Marunouchi 1-Chome, Chiyoda-ku,

Tokyo, Japan, 100-6529

81-3-3214-6522

Attention: Kenneth A. Siegel

Morrison & Foerster LLP

2100 L Street NW, Suite 900

Washington, D.C. 20037

(202) 887-1500

Attention: David P. Slotkin & Andrew P. Campbell

This statement is filed in connection with (check the appropriate box):

☒

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

☐

The filing of a registration statement under the Securities Act of 1933.

☐

A tender offer.

☐

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

Introduction

This Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (1) Berkshire Grey, Inc., a Delaware corporation (the “Company”); (2) SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank” or “Parent”); (3) Backgammon Acquisition Corp., a Delaware corporation (“Merger Sub”); (4) Backgammon Investment Corp., (5) SVF II BG (DE) LLC (“SVF II BG”); (6) SoftBank Vision Fund II-2 L.P. (“SVF II-2”); (7) SVF II Aggregator (Jersey) L.P. (“SVF II Aggregator”); (8) SVF II Holdings (DE) LLC (“SVF II Holdings”); and (9) SB Global Advisers Limited (“SB Global Advisers”) (each of (1) through (9) a “Filing Person,” and collectively, the “Filing Persons”). SoftBank and Merger Sub are affiliates of SVF II BG, SVF II-2, SVF II Aggregator, SVF II Holdings and SB Global Advisers, investment funds managed by SoftBank which held approximately 27.0% of the voting power of the issued and outstanding shares of the Company common stock (as defined below) as of April 10, 2023.

This Transaction Statement relates to 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 the Company, Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each outstanding share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”) and Class C common stock, par value $0.0001 per share, 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, (ii) shares of Company common stock owned by the Company as treasury stock or by Merger Sub 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 (“DGCL”)) will be automatically converted into the right to receive $1.40 per share in cash, without interest (the “Merger Consideration”). Following the completion of the Merger, the shares of Class A common stock and the Company’s public warrants will no longer be publicly traded, and holders of such shares of Company common stock that have been converted into the right to receive the Merger Consideration will cease to have any ownership interest in the Company.

At the Effective Time, each outstanding redeemable warrant for Class A common stock pursuant to that certain 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.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors (the “Board”) is soliciting proxies from stockholders of the Company in connection with the Merger, including to (i) approve and adopt the Merger Agreement and (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, to (a) increase the number of authorized shares of the Class A common stock of the Company from 385,000,000 to 700,000,000 and (b) increase the number of authorized shares of Company common stock from 400,000,000 to 715,000,000. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

The Board evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger (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 the Company common stock not owned, directly or indirectly, by SoftBank or its affiliates (the “Unaffiliated Voting Shares”), and fair (as used in Item 1014(a) of Regulation M-A) to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act (the “Unaffiliated Stockholders”); (ii) recommended that the Company enter into the Merger Agreement; and (iii) recommends that the stockholders of the Company vote in favor of the proposal to approve and adopt the Merger Agreement and the proposal to approve and adopt the Charter Amendment.

In connection with the execution of the Merger Agreement, on March 23, 2023, the Company and Parent entered into voting and support agreements (the “Voting and Support 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 owned approximately 46.9% of the voting power of the issued and outstanding shares of Company common stock as of April 10, 2023. Pursuant to the Voting and Support 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 Merger Agreement Proposal and the Charter Amendment Proposal. A copy of the Form of Voting and Support Agreement is attached to the Proxy Statement as Annex E and is incorporated herein by reference.

The Merger cannot be completed without the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company common stock (voting together as a single class) entitled to vote in accordance with the DGCL.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.

Item 1.

Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

Item 2.

Subject Company Information

Regulation M-A Item 1002

(a) Name and address. The Company’s name, and the address and telephone number of its principal executive offices are:

Berkshire Grey, Inc.

140 South Road

Bedford, MA 01730-2344

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger—Who can vote at the Special Meeting?”

“The Special Meeting—Record Date and Quorum”

“Other Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management”

“Summary Term Sheet—Certain Defined Terms—Public Warrants”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Market Price of Securities and Dividends”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Market Price of Securities and Dividends”

“The Merger Agreement—Conduct of Our Business Pending the Merger”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding the Company—Certain Transactions in the Company’s Securities”

Item 3.

Identity and Background of Filing Person

Regulation M-A Item 1003(a) through (c)

(a) – (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Parties to the Merger”

“Other Important Information Regarding the Company”

“Other Important Information Regarding the SoftBank Entities”

“Where You Can Find More Information”

Item 4.

Terms of the Transaction

Regulation M-A Item 1004(a) and (c) through (f)

(a) Material terms.

(1) Tender offer. Not applicable.

(2) Merger or Similar Transactions.

(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“The Merger Agreement—Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers”

“The Merger Agreement—Closing and Effective Time of the Merger”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Conditions to the Merger”

(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger—As a common stockholder, what will I receive in the Merger?”

“The Merger Agreement—Consideration to be Received in the Merger”

“Special Factors—Certain Effects of the Merger”

(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Opinion of the Board’s Financial Advisor”

“Special Factors—Unaudited Prospective Financial Information of the Company”

(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger—What vote is required to approve the Proposals”

“The Special Meeting—Vote Required”

(v) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Employee Matters”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“The Merger Agreement—Surrender and Payment Procedures”

“The Voting and Support Agreements”

(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Accounting Treatment”

(vii) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Employee Matters”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“The Merger Agreement—Surrender and Payment Procedures”

“The Voting and Support Agreement”

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger—Am I entitled to rights of appraisal under the DGCL?”

“Special Factors—Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Reasons for the Merger”

“Special Factors—Provisions for Unaffiliated Stockholders”

(f) Eligibility for listing or trading. Not applicable.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005(a) through (c) and (e)

(a)(1) – (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Voting and Support Agreements”

“Other Important Information Regarding the Company— Certain Transactions in the Company’s Securities”

(b) – (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Voting and Support Agreements”

Annex A—Agreement and Plan of Merger, dated as of March 24, 2023, by and among SoftBank Group Corp., Backgammon Acquisition Corp. and Berkshire Grey, Inc.

Annex E—Form of Voting and Support Agreement

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Voting and Support Agreements”

“The Special Meeting—Vote Required”

“Other Important Information Regarding the Company— Certain Transactions in the Company’s Securities”

Annex A—Agreement and Plan of Merger, dated as of March 24, 2023, by and among SoftBank Group Corp., Backgammon Acquisition Corp. and Berkshire Grey, Inc.

Annex E—Form of Voting and Support Agreement

Item 6.

Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006(b) and (c)(1) through (8)

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for Parent”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Other Important Information Regarding the Company—Market Price of Securities and Dividends”

“Delisting and Deregistration of Class A Common Stock and Public Warrants”

(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Board”

“Special Factors—Reasons for the Merger”

“Special Factors—The Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for Parent”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Financing of the Merger”

“The Voting and Support Agreements”

“The Merger Agreement—Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Conduct of Our Business Pending the Merger”

“Other Important Information Regarding the Company—Market Price of Securities and Dividends”

“Other Important Information Regarding the Company—Directors and Executive Officers of the Company”

“Delisting and Deregistration of Class A Common Stock and Public Warrants”

Annex A—Agreement and Plan of Merger, dated as of March 24, 2023, by and among SoftBank Group Corp., Backgammon Acquisition Corp. and Berkshire Grey, Inc.

Item 7.

Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors— Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors— Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Opinion of the Board’s Financial Advisor”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Opinion of the Board’s Financial Advisor”

“Special Factors—Unaudited Prospective Financial Information of the Company”

“Special Factors—Certain Effects of the Merger”

Annex C – Opinion of Credit Suisse Securities (USA) LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for Parent”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Appraisal Rights”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Accounting Treatment”

“Special Factors—Financing of the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Surrender and Payment Procedures”

“The Merger Agreement—Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—No Solicitation of Acquisition Proposals; Adverse Recommendation Changes”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“The Merger Agreement—Employee Matters”

“The Merger Agreement—Conduct of Our Business Pending the Merger”

“Other Important Information Regarding the Company—Market Price of Securities and Dividends”

“Delisting and Deregistration of Class A Common Stock and Public Warrants”

Annex A—Agreement and Plan of Merger, dated as of March 24, 2023, by and among SoftBank Group Corp., Backgammon Acquisition Corp. and Berkshire Grey, Inc.

Item 8.

Fairness of the Transaction

Regulation M-A Item 1014

(a) – (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Special Factors—Opinion of the Board’s Financial Advisor”

Annex C—Opinion of Credit Suisse Securities (USA) LLC

Discussion Materials of Credit Suisse Securities (USA) LLC for the Board, dated March 15, 2023, are attached hereto as Exhibit (c)(1) and are incorporated herein by reference.

Discussion Materials of Credit Suisse Securities (USA) LLC for the Board, dated March 23, 2023, are attached hereto as Exhibit (c)(2) and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“The Merger Agreement—Special Meeting”

“The Merger Agreement—Conditions to the Merger”

“The Special Meeting”

“Proposal 1 — The Merger Agreement Proposal”

Annex A—Agreement and Plan of Merger, dated as of March 24, 2023, by and among SoftBank Group Corp., Backgammon Acquisition Corp. and Berkshire Grey, Inc.

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Provisions for Unaffiliated Stockholders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Board”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Opinion of the Board’s Financial Advisor”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Proposal 1 — The Merger Agreement Proposal”

(f) Other offers. Not applicable.

Item 9.

Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

(a) – (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Opinion of the Board’s Financial Advisor”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Where You Can Find More Information”

Annex C—Opinion of Credit Suisse Securities (USA) LLC

Discussion Materials of Credit Suisse Securities (USA) LLC for the Board, dated March 15, 2023, are attached hereto as Exhibit (c)(1) and are incorporated herein by reference.

Discussion Materials of Credit Suisse Securities (USA) LLC for the Board, dated March 23, 2023, are attached hereto as Exhibit (c)(2) and are incorporated herein by reference.

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 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.

Item 10.

Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) – (b) Source of funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing of the Merger”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination Fee”

“The Merger Agreement—Expenses”

(d) Borrowed funds. Not applicable.

Item 11.

Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“Other Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management”

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding the Company— Certain Transactions in the Company’s Securities”

“Other Important Information Regarding the Company—Prior Public Offerings”

Item 12.

The Solicitation or Recommendation

Regulation M-A Item 1012(d) and (e)

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Special Factors—Intent to Vote in Favor of the Merger”

“Special Factors— Intent to Vote in Favor of the Merger”

“The Merger Agreement—SoftBank Vote”

“The Special Meeting—Vote Required”

“The Voting and Support Agreements”

Annex E—Form of Voting and Support Agreement

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Board”

“Special Factors—Reasons for the Merger”

“Special Factors—The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Position of the SoftBank Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the SoftBank Entities for the Merger”

“Proposal 1 — The Merger Agreement Proposal”

Item 13.

Financial Information

Regulation M-A Item 1010(a) through (b)

(a) Financial statements. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2022 and 2021 are incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 29, 2023 (see “Item 8 - Financial Statements and Supplementary Data” on page 51).

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Unaudited Prospective Financial Information of the Company”

“Other Important Information Regarding the Company—Book Value per Share”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

Item 14.

Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) – (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger”

“Special Factors—Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses”

Item 15.

Additional Information

Regulation M-A Item 1011(b)

Not applicable.

Regulation M-A Item 1011(c)

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.

Exhibits

Regulation M-A Item 1016(a) through (d), (f) and (g)

(a)(1) Preliminary Proxy Statement of Berkshire Grey, Inc. (the “Proxy Statement”) (included in the Schedule 14A filed concurrently with the SEC and incorporated herein by reference).

(a)(2) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).

(a)(3) Letter to Berkshire Grey, Inc. Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(4) Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(5) Current Report on Form 8-K, dated March 24, 2023.

(c)(1) Discussion Materials of Credit Suisse Securities (USA) LLC for the Board, dated March 15, 2023.

(c)(2) Discussion Materials of Credit Suisse Securities (USA) LLC for the Board, dated March 23, 2023.

(c)(3) Opinion of Credit Suisse Securities (USA) LLC, dated March 23, 2023 (incorporated herein by reference to Annex C of the Proxy Statement).

(d)(1) Agreement and Plan of Merger, dated as of March 24, 2023, by and among SoftBank Group Corp., Backgammon Acquisition Corp. and Merger Sub (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(2) Form of Voting and Support Agreement (incorporated herein by reference to Annex E of the Proxy Statement).

(d)(3) Convertible Note Purchase Agreement, dated as of March 24, 2023, by and between Berkshire Grey, Inc. and Backgammon Investment Corp. (incorporated herein by reference to Annex F of the Proxy Statement).

(d)(4) Offer letter, dated March 23, 2023, by and between Backgammon Acquisition Corp. and Thomas Wagner.

(d)(5) Offer letter, dated March 23, 2023, by and between Backgammon Acquisition Corp. and Mark Fidler.

(d)(6) Offer letter, dated March 23, 2023, by and between Backgammon Acquisition Corp. and Steven Johnson.

(f) Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Annex D of the Proxy Statement).

107 Filing Fee Table.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 2, 2023

	BERKSHIRE GREY, INC.

	By:	/s/ Thomas Wagner
		Name: Thomas Wagner
		Title: Chief Executive Officer

	SOFTBANK GROUP CORP.

	By:	/s/ Yuko Yamamoto
		Name: Yuko Yamamoto
		Title: Head of Corporate Legal Department

	BACKGAMMON INVESTMENT CORP.

	By:	/s/ Stephen Lam
		Name: Stephen Lam
		Title: Director

	BACKGAMMON ACQUISITION CORP.

	By:	/s/ Alex Clavel
		Name: Alex Clavel
		Title: Director

	SVF II BG (DE) LLC

	By:	/s/ Jonathan Duckles
		Name: Jonathan Duckles
		Title: Director

	SVF II HOLDINGS (DE) LLC

	By:	/s/ Jonathan Duckles
		Name: Jonathan Duckles
		Title: Director

	SOFTBANK VISION FUND II-2 L.P. By: SB Global Advisers Limited, its Manager

	By:	/s/ Alex Clavel
		Name: Alex Clavel
		Title: Director

	SVF II AGGREGATOR (JERSEY) L.P.

	By:	/s/ Michael Johnson
		Name: Michael Johnson
		Title: Director of SVF II GP (Jersey) Limited

	SB GLOBAL ADVISERS LIMITED

	By:	/s/ Alex Clavel
		Name: Alex Clavel
		Title: Director

Exhibit (c)(1)

PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter “Credit Suisse”). I Draft March 15, 2023 Project Flash Board of Directors Presentation

I Draft I 1 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Table of contents Sumo Offer Terms 1 Bravo Financials 2 Valuation Analysis 3 Appendix

I Draft I 2 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Consideration Class A and Class C common stock (excluding stock currently owned by Sumo): $1.40 per share in cash Equity Awards − Vested in-the-money options and vested RSUs will receive cash consideration less exercise price, if applicable − Unvested in-the-money options, RSAs and unvested RSUs will be converted to cash award (with same vesting terms and conditions as current awards) − All options (vested or unvested) out-of-money will be cancelled − Unvested RSAs will be converted into a cash award that will be subject to the same vesting terms and conditions associated with the RSAs − Vested RSUs will be cashed out for the Merger Consideration − Unvested RSUs will be converted into a cash award that will be subject to the same vesting terms and conditions associated with such RSUs Company warrants: will be paid warrant price (Black Scholes value) in cash upon exercise FedEx warrants: vested warrants eligible to receive cash consideration but merger consideration below exercise price Closing conditions Shareholder Approval via simple majority vote Expiration of HSR Waiting Period Other Up to $60m interim financing from Sumo between signing and closing Customary no solicitation Provisions allowing Berkshire Grey to terminate the agreement to accept a superior offer Company termination fee: [3%] of equity value Outside date: [9 months from signing with 3-month regulatory extension for regulatory clearance] Voting and Support Agreements with key insider shareholders 1 Sumo transaction terms summary

I Draft I 3 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Projected financial summary – Bravo management projections Source: Bravo management. 2 Historical Calendar year ended CAGR ($ in millions) 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E '22-'33E Total revenue $35 $51 $69 $101 $168 $282 $436 $639 $767 $882 $970 $1,043 $1,095 $1,128 28.8% % growth 46.0% 36.5% 45.1% 66.6% 68.1% 54.4% 46.7% 20.0% 15.0% 10.0% 7.5% 5.0% 3.0% EBITDA (burdened w/ SBC) % margin EBIT % margin Capital expenditures % of sales (Increase) / decrease in NWC ($61) ($162) ($107) n.m. n.m. n.m. ($164) ($111) n.m. n.m. ($4) ($3) (8.0%) (4.8%) ($2) $2 ($116) ($100) ($59) ($7) $67 $93 $120 $148 $176 $202 $226 n.m. n.m. n.m. n.m. n.m. 10.5% 12.1% 13.7% 15.3% 16.8% 18.4% 20.0% ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 n.m. n.m. n.m. n.m. n.m. 9.3% 10.9% 12.4% 14.0% 15.6% 17.2% 18.8% ($2) ($4) ($5) ($5) ($8) ($9) ($10) ($11) ($12) ($13) ($14) (2.0%) (2.4%) (1.8%) (1.1%) (1.2%) (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (1.2%) ($15) ($0) ($5) ($3) ($10) ($16) ($15) ($12) ($10) ($8) ($7)

N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx I Draft I 4 Review of Bravo projected cash needs Cash balance over time $171 $64 $19 ($11) ($44) ($68) ($97) ($121) ($151) ($172) ($200)($212)($224) ($235)($246) ($223) FY'21 FY'22 ($241)($255)($250)($255)($255) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 ($258) Q1 Q2 Q3 Q4 ($25) ($33) ($30) ($45) ($21) ($30) ($24) ($29) ($17) ($12) ($11) ($28) ($3) ($5) ($14) 2023 2024 2025 2026 ($ in millions) $23 ($10) $23 $0 $4 2027 Source: Bravo management. (1) Defined as NOPAT + D&A – capex +/- change in NWC. ($157) ($107) Total financing requirements 2023: ($133) 2024: ($104) 2025: ($68) 2026: ($14) 2027: $32 Quarterly / Annual cash burn(1): 2

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Each methodology yields an implied range of values for Bravo Selected companies analysis 5 Summary analytical methodologies For the purpose of its analysis, Credit Suisse compared the cash consideration per share indicated in draft merger agreement with the ranges of values for one share of Bravo as implied by these methodologies. Discounted cash flow analysis Selected transactions analysis 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx ($ in millions except per share values) Implied equity value(2) $260 – $562 $336 – $614 $274 – $567 $248 – $533 $135 – $1,204 Implied enterprise value 201 – 504 278 – 555 216 – 509 189 – 475 76 – 1,146 Implied share price $0.98 – $2.03 $1.26 – $2.20 $1.04 – $2.08 $0.94 – $1.96 $0.51 – $4.12 Implied multiples (EV) Metric: FY 2022A Revenue $69 2.9x – 7.3x 4.0x – 8.0x 3.1x – 7.3x 2.7x – 6.8x 1.1x – 16.5x FY 2023E Revenue $101 2.0x – 5.0x 2.8x – 5.5x 2.1x – 5.0x 1.9x – 4.7x 0.8x – 11.4x FY 2024E Revenue $168 1.2x – 3.0x 1.7x – 3.3x 1.3x – 3.0x 1.1x – 2.8x 0.5x – 6.8x FY 2027E EBITDA $67 3.0x – 7.5x 4.1x – 8.3x 3.2x – 7.6x 2.8x – 7.1x 1.1x – 17.1x Discounted cash flow analysis incl. tax 52-week high / low benefits w/ S382 (reference only) limitation Discounted cash flow Selected companies Selected transactions analysis incl. tax analysis analysis benefits w/o S382 limitation $0.98 $1.26 $1.04 $0.94 $0.51 $2.03 $2.20 $2.08 $1.96 $4.12 6 Preliminary Bravo standalone financial analyses Primary methodologies Source: Company filings, Bravo management, FactSet as of 3/14/23, IRS bulletin as of 2/23. Note: Share price based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. Assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/14/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Per Bravo management, corporate adjustments based on $64m of cash as of 12/31/22. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. Overview of key assumptions: Selected companies analysis: − 2.0x-5.0x 2023E Revenue Selected transactions analysis: − 4.0x-8.0x 2022A Revenue Discounted cash flow analysis: − 13.0% -16.0% WACC − 2.0% - 4.0% terminal value perpetuity growth rate $0.72 $1.20 $0.77 $1.26 With $200m PIPE financing (1) Without PIPE financing Reference data Agreement ([3/10]): $1.40 3

I Draft I 7 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Selected multiple ranges Implied enterprise value(1) Implied equity value Implied equity value per share ($ in millions, except per share amounts) Metric Low – High Low – High Low – High Low – High 2023E Revenue $101 2.0x – 5.0x $201 – $504 $260 – $562 $0.98 – $2.03 Company 3/14/23 value value CY'23E CY'24E CY'23E CY'24E Revenue EBITDA CY'23E CY'24E Berkshire Grey (consensus) $1.07 284 226 1.9x NM NM NM NA NM NM NM Berkshire Grey (management) $1.07 284 226 2.2x 1.3x NM NM 55.4% NM NM NM Emerging industrial technology Desktop Metal $2.11 673 620 2.6x 2.2x NM NM 15.1% NM NM NM Fathom Digital $0.77 105 420 2.5x 2.3x 11.7x 10.3x 6.4% NM 21.1% 22.1% Markforged $0.97 188 69 0.7x 0.5x NM NM 12.4% NM NM NM Sarcos Technology and Robotics $0.47 73 (61) NM NM NM NM 159.0% NM NM NM Velo3D $2.62 488 416 3.4x 2.3x NM NM 50.3% NM NM NM Mean 2.3x 1.8x 11.7x 10.3x 48.7% NM 21.1% 22.1% Median 2.5x 2.3x 11.7x 10.3x 15.1% NM 21.1% 22.1% Emerging fulfillment technology AutoStore €22.68 7,284 7,602 10.5x 8.9x 22.2x 18.4x 23.1% 34.5% 47.4% 48.2% Symbotic $17.08 10,282 9,885 8.8x 5.8x NM NM 57.2% NA 1.2% 13.5% Mean 9.7x 7.3x 22.2x 18.4x 40.1% 34.5% 24.3% 30.8% Median 9.7x 7.3x 22.2x 18.4x 40.1% 34.5% 24.3% 30.8% Automation-oriented industrial technology Cognex $48.03 8,390 7,949 8.5x 7.4x 33.2x 24.8x 3.0% 5.7% 25.5% 30.1% Hexagon NOK114.05 29,455 29,801 5.2x 4.9x 14.2x 13.0x 5.4% 7.8% 36.7% 37.5% Rockwell Automation $294.30 34,028 36,182 4.1x 3.9x 18.9x 17.7x 7.3% 10.6% 21.9% 22.2% Trimble $48.45 11,949 13,228 3.5x 3.3x 13.8x 13.0x 4.2% 5.6% 25.4% 25.5% Mean Median 5.3x 4.7x 4.9x 4.4x 20.0x 16.5x 17.1x 15.4x 5.0% 4.8% 7.4% 6.7% 27.4% 25.5% 28.8% 27.8% Overall Mean 4.5x 3.9x 19.0x 16.2x 33.2% 12.8% 25.6% 28.4% Overall Median 3.4x 3.3x 16.5x 15.4x 13.8% 7.8% 25.4% 25.5% ($ in millions, except per share values) Share price as of Equity Ent. (1) EV / Revenue EV / EBITDA CY'22E-24E CAGR EBITDA margin Selected companies analysis Source: Company filings and FactSet as of 3/14/23. Note: Equity value per share based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Per Bravo management. (2) 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Selected multiple ranges Implied enterprise value (1) Implied equity value Implied equity value per share ($ in millions, except per share amounts) Metric Low – High Low – High Low – High Low – High 2022A Revenue $69 4.0x – 8.0x $278 – $555 $336 – $614 $1.26 – $2.20 Year Acquirer Target Transaction value Sales EV / LTM Sales Aug-22 Amazon iRobot $1,700 $1,183 1.4x Mar-22 Zebra Matrox $875 $100 8.8x Feb-22 Koerber Siemens Logistics $1,311 529 2.5x Jul-21 ABB ASTI $290 $24 7.8x Mar-21 CMCO Dorner $485 $125 3.9x Nov-20 Ocado Kindred $262 $35 7.5x Feb-20 Atlas Copco ISRA Vision $1,208 $162 7.5x Sep-19 Shopify 6 River Systems $456 $25 18.0x Apr-19 Hitachi JR Automation $1,425 $603 2.4x Oct-18 Honeywell Transnorm $494 $116 4.3x Sep-18 Barnes Gimatic $422 $55 7.7x Apr-18 Patricia PIAB $801 $141 5.7x Apr-18 Teradyne MiR $272 $12 22.7x Jul-16 Honeywelll Intelligrated $1,500 $750 2.0x May-16 Midea Kuka $4,200 $2,625 1.6x May-15 Teradyne Universal Robots $286 $38 7.5x Mar-12 Amazon KIVA $775 $100 7.8x Average 7.0x Median 7.5x 8 Selected transactions analysis Source: Company filings, Merger Market and other public sources. Note: Equity value per share based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. (1) Assumes Bravo cash balance as of 12/31/22 per Bravo management. ($ in millions) 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx 13.0% ($88) 414 ($88) 455 ($88) 506 Present value of cash flows Present value of terminal value $326 127.0% 59 $367 124.0% 59 $418 121.1% 59 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $384 268.736 $1.43 $426 269.796 $1.58 $476 272.132 $1.75 Equity value Fully diluted shares Equity value per share 14.5% ($100) 321 ($100) 349 ($100) 382 PV of cash flows PV of terminal value $221 145.5% 59 $249 140.4% 59 $282 135.6% 59 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $279 265.741 $1.05 $307 266.091 $1.16 $341 267.372 $1.27 Equity value Fully diluted shares Equity value per share 16.0% ($111) 253 ($111) 273 ($111) 296 PV of cash flows PV of terminal value $142 178.2% 59 $162 168.8% 59 $184 160.3% 59 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $201 264.920 $0.76 $220 265.176 $0.83 $243 265.423 $0.92 Equity value Fully diluted shares Equity value per share 10-year DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes 2.0%-4.0% terminal value perpetuity growth rate per Bravo management Assumes tax rate of 29.0% per Bravo management 9 Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management. Note: Fully diluted shares based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. Burdened by SBC. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. Discounted cash flow analysis – excluding tax benefits ($ in millions, except per share amounts) 2022A Terminal 2033E '23E – '32E CAGR Calendar year ended 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Revenue $69 $101 $168 $282 $436 $639 $767 $882 $970 $1,043 $1,095 $1,128 % growth 45% 67% 68% 54% 47% 20% 15% 10% 8% 5% 3% EBITDA (1) ($107) ($116) ($100) ($59) ($7) $67 $93 $120 $148 $176 $202 $226 % margin (154%) (115%) (59%) (21%) (2%) 10% 12% 14% 15% 17% 18% 20% (–) Depreciation (4) (5) (5) (6) (8) (9) (11) (12) (13) (13) (14) EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 (–) Taxes – – – – (17) (24) (31) (39) (46) (54) (60) % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% NOPAT ($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) Unlevered free cash flow ($133) ($104) ($68) ($14) $32 $45 $65 $87 $107 $127 $145 30% NA 3

I Draft I 10 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% $1.43 $1.58 $1.75 Equity value per share - standalone DCF 13.0% $0.34 $0.34 $0.33 Net present value per share - tax benefits $1.77 $1.92 $2.08 Implied total equity value per share $1.05 $1.16 $1.27 Equity value per share - standalone DCF 14.5% $0.31 $0.31 $0.31 Net present value per share - tax benefits $1.36 $1.46 $1.58 Implied total equity value per share $0.76 $0.83 $0.92 Equity value per share - standalone DCF 16.0% $0.28 $0.28 $0.28 Net present value per share - tax benefits $1.04 $1.11 $1.19 Implied total equity value per share $91 268.736 $0.34 $82 265.741 $0.31 $91 269.796 $0.34 $82 26 $91 Implied net 272.132 F $ 13.0% 14.5% 16.0% Tax benefit analysis – no S382 limitation DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 ($589.0m federal and state NOLs and $11.7m R&D tax credits) per Bravo management Implied net present value of tax benefits assumes full utilization of NOLs by 2034 per Bravo management (taking into account NOL expiration)(2) Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. Per Bravo management, for the purposes of computing the maximum amount of tax savings usable each year beyond 2033, top line assumed to grow at 3.0% in perpetuity with constant EBITDA and D&A margin. (1) Reconciliation to total equity value per share (1) (1) ($ in millions, except per share amounts) 2022A Calendar year ended 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 Tax shielding NOLs used – – – – 47 67 88 109 130 151 170 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $13 $19 $25 $31 $37 $43 $48 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 Post-2022 NOL schedule NOL starting balance NOLs generated NOLs expired NOL usage $601 $119 – – $720 $104 – – $824 $64 – – $889 $13 – – $902 – – ($47) $854 – – ($67) $788 – – ($88) $700 – – ($109) $591 – – ($130) $461 – ($0) ($151) $310 – ($1) ($170) NOL ending balance $601 $720 $824 $889 $902 $854 $788 $700 $591 $461 $310 $140 3

I Draft I 11 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx 10-year DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes 2.0%-4.0% terminal value perpetuity growth rate per Bravo management Assumes tax rate of 29.0% per Bravo management Per Bravo management, assumes $200m convertible PIPE issued − $180m net proceeds − Conversion price based on closing price as of 3/14/23 at no conversion premium − 12% PIK rate − Assumes conversion at end of 5-year term. Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management. Note: Fully diluted shares based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. Burdened by SBC. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. Discounted cash flow analysis – excluding tax benefits Including $200m convertible notes issuance ($88) ($88) ($88) Present value of cash flows 414 455 506 Present value of terminal value 13.0% $326 127.0% 239 $367 124.0% 239 $418 121.1% 239 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $564 $606 $656 Equity value 594.916 595.078 595.253 Fully diluted shares $0.95 $1.02 $1.10 Equity value per share ($100) ($100) ($100) PV of cash flows 321 349 382 PV of terminal value 14.5% $221 145.5% 239 $249 140.4% 239 $282 135.6% 239 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $459 $487 $521 Equity value 594.386 594.549 594.721 Fully diluted shares $0.77 $0.82 $0.88 Equity value per share ($111) ($111) ($111) PV of cash flows 253 273 296 PV of terminal value 16.0% $142 178.2% 239 $162 168.8% 239 $184 160.3% 239 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $381 593.798 $0.64 $400 593.965 $0.67 $423 594.141 $0.71 Equity value Fully diluted shares Equity value per share 3 ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Terminal 2033E '23E – '32E CAGR Revenue $69 $101 $168 $282 $436 $639 $767 $882 $970 $1,043 $1,095 $1,128 % growth 45% 67% 68% 54% 47% 20% 15% 10% 8% 5% 3% EBITDA (1) ($107) ($116) ($100) ($59) ($7) $67 $93 $120 $148 $176 $202 $226 % margin (154%) (115%) (59%) (21%) (2%) 10% 12% 14% 15% 17% 18% 20% (–) Depreciation (4) (5) (5) (6) (8) (9) (11) (12) (13) (13) (14) EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 (–) Taxes – – – – (17) (24) (31) (39) (46) (54) (60) % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% NOPAT ($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) Unlevered free cash flow ($133) ($104) ($68) ($14) $32 $45 $65 $87 $107 $127 $145 30% NA Calendar year ended

I Draft I 12 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Tax benefit analysis – no S382 limitation Including $200m convertible notes issuance DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 ($589.0m federal and state NOLs and $11.7m R&D tax credits) per Bravo management Implied net present value of tax benefits assumes full utilization of NOLs by 2034 per Bravo management (taking into account NOL expiration) (2) Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. Note: Per Bravo management, assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/14/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. For the purposes of computing the maximum amount of tax savings usable each year beyond 2033, top line assumed to grow at 3.0% in perpetuity with constant EBITDA and D&A margin per Bravo management. Reconciliation to total equity value per share ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 Tax shielding NOLs used – – – – 47 67 88 109 130 151 170 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $13 $19 $25 $31 $37 $43 $48 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 Post-2022 NOL schedule NOL starting balance NOLs generated NOLs expired NOL usage $601 $119 – – $720 $104 – – $824 $64 – – $889 $13 – – $902 – – ($47) $854 – – ($67) $788 – – ($88) $700 – – ($109) $591 – – ($130) $461 – ($0) ($151) $310 – ($1) ($170) NOL ending balance $601 $720 $824 $889 $902 $854 $788 $700 $591 $461 $310 $140 Calendar year ended 3 (1) (1) (1) Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% $0.95 $1.02 $1.10 Equity value per share - standalone DCF 13.0% $0.15 $0.15 $0.15 Net present value per share - tax benefits $1.10 $1.17 $1.26 Implied total equity value per share $0.77 $0.82 $0.88 Equity value per share - standalone DCF 14.5% $0.14 $0.14 $0.14 Net present value per share - tax benefits $0.91 $0.96 $1.01 Implied total equity value per share $0.64 $0.67 $0.71 Equity value per share - standalone DCF 16.0% $0.12 $0.12 $0.12 Net present value per share - tax benefits $0.77 $0.80 $0.84 Implied total equity value per share $91 594.916 $0.15 $82 594.386 $0.14 $91 595.078 $0.15 $82 59 $91 Implied net 595.253 F $ 13.0% 14.5% 16.0%

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I Draft I 14 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Equity value to enterprise value build Commentary 236.6m of Class A common shares − Includes 2.9m unvested RSAs 19.5m unvested RSUs 25.3m vested FedEx warrants outstanding with WAEP of $1.67 – out of money − Assumes zero cash consideration at closing Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. A C Treasury stock method applied to 21.4m total stock options outstanding with various WAEP D E G $64m cash balance as of 12/31/22 F B 5.8m of Class C common shares − Class C common shares automatically convert into Class A common shares on a one-for-one basis in a Change of Control D E F G A B C Source: Bravo management, Goodwin as of 2/16/23, Bloomberg as of 3/10/23. Total Class A common shares outstanding 236.6 236.6 Total Class C common shares outstanding 5.8 5.8 Shares converted from outstanding options (WAEP: $0.04) 2.1 2.1 Shares converted from outstanding options (WAEP: $0.56) 1.8 2.3 Shares converted from outstanding options (WAEP: $0.98) 0.0 0.0 Shares converted from outstanding options (WAEP: $1.14) – 2.2 Shares converted from outstanding options (WAEP: $1.56) – – Shares converted from outstanding options (WAEP: $2.76) – – Shares converted from outstanding options (WAEP: $3.34) – – Shares converted from outstanding options (WAEP: $4.26) – – Shares converted from outstanding options (WAEP: $4.75) – – Shares converted from outstanding options (WAEP: $8.75) – – RSUs 19.5 19.5 Shares converted from FedEx warrants (WAEP: $1.67) – – Fully diluted shares outstanding 265.8 268.5 Equity Value $284 $376 (+) Value to public / private warrants 6 6 (-) Cash and cash equivalents (64) (64) Enterprise value $226 $317 Current price 03/14/23 Potential offer price ($ in millions except per share amounts) Share value $1.07 $1.40

I Draft I 15 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Bravo trading performance Volume (Ms) Price Source: Company filings and FactSet as of 3/14/23. Note: VWAPs are to current date of 3/14/23. Volume weighted average price 30-day 45-day 60-day 120-day 180-day 1-year $1.75 $1.66 $1.59 $1.52 $1.77 $2.72 Bravo and FedEx expand robotic automation solutions relationship; grants FedEx warrants to purchase common stock ($1.78) Bravo enters into $75m equity purchase agreement with Lincoln Park Capital ($1.80) 2/7: Sumo proposes to acquire all outstanding stock it does not already own at $1.30/share; Bravo share price (2/3): $1.30 2/10: Public disclosure of Sumo’s 13D and offer; pre offer disclosure Bravo share price (2/9): $1.71

I Draft I 16 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx – 25.0 50.0 75.0 100.0 125.0 150.0 175.0 200.0 225.0 Jul-21 Dec-21 May-22 Oct-22 BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industrial technology Source: Company filings and FactSet as of 3/14/23. Note: Emerging fulfillment technology: Symbotic and AutoStore; Emerging industrial technologies: Desktop Metal, Velo3D, Inc., Sarcos Technology and Robotics Corporations, Markforged Holding, Fathom Digital Manufacturing Corporation; Automation-oriented industrial technology: Rockwell Automation, Hexagon, Trimble, Cognex. (1) Bravo de-SPAC closed on 7/21/21. S&P 500 Share price performance vs. peers Mar-23 24% (10%) (29%) (86%) (88%) (1) Since Bravo de-SPAC Share price change Since BGRY de-SPAC BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industr S&P 500

I Draft I 17 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx EV / NTM revenue vs. peers Since Bravo de-SPAC Average multiple – 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 40.0x 45.0x Jul-21 Dec-21 May-22 Oct-22 BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industrial technology Source: Company filings and FactSet as of 3/14/23. Note: Emerging fulfillment technology: AutoStore; Emerging industrial technologies: Desktop Metal, Velo3D, Inc., Markforged Holding, Fathom Digital Manufacturing Corporation; Automation-oriented industrial technology: Rockwell Automation, Hexagon, Trimble, Cognex. Bravo de-SPAC closed on 7/21/21. Symbotic dataset excluded due to a lack of FactSet data. Since BGRY de-SPAC 1-year YTD Mar-23 9.9x 5.4x 2.0x 1.6x (1) BGRY 5.2x 2.3x 1.6x Emerging industrial technology Emerging fulfillment technology (2) 5.0x NA 3.3x 10.1x 2.1x 10.4x Automation-oriented industrial technology 6.2x 5.4x 5.5x

I Draft I 18 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx $57 $57 $57 Implied net present value 13.0% 268.736 269.796 272.132 Fully diluted shares(1) $0.21 $0.21 $0.21 Implied net present value per share $52 $52 $52 Implied net present value 14.5% 265.741 266.091 267.372 Fully diluted shares(1) $0.19 $0.19 $0.19 Implied net present value per share $47 $47 $47 Implied net present value 16.0% 264.920 265.176 265.423 Fully diluted shares(1) $0.18 $0.18 $0.18 Implied net present value per share Perpetuity growth rate Discount rate (%) 2.0% 3.0% 4.0% Tax benefit analysis – including S382 limitation DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 per Bravo management ($589.0m federal and state NOLs and $11.7m R&D tax credits) Implied net present value of tax benefits assumes NOLs are fully utilized by 2055 (taking into account NOL expiration) Per Bravo management Limitation on pre-tax income for NOL usage is equal to 80% of Sensitivities Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. (1) Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. Reconciliation to total equity value per share ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $902 Tax shielding NOLs used – – – – 59 79 100 111 12 12 12 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $17 $22 $28 $32 $3 $3 $3 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 NOL S382 usage limit $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 Existing NOL schedule NOL starting balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 NOLs expired – – – – – – – – – ($0) ($1) NOL usage – – – – ($12) ($12) ($12) ($12) ($12) ($12) ($12) NOL ending balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 $516 Post-2022 NOL schedule NOL starting balance – $119 $224 $288 $301 $254 $187 $99 – – – NOLs generated $119 $104 $64 $13 – – – – – – – NOL usage – – – – ($47) ($67) ($88) ($99) – – – NOL ending balance – $119 $224 $288 $301 $254 $187 $99 – – – – Calendar year ended Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Implied tota equity value per share Equity value per share - standalone DCF $1.43 $1.58 $1.75 Equity value per share - standalone DCF pre-tax income 13.0% $0.21 $0.21 $0.21 Net present value per share - tax benefits $1.64 $1.79 $1.96 Implied total equity value per share  NOL S382 limitation based on merger consideration of $1.40 and long-term tax-exempt rate of 3.29% $1.05 $1.16 $1.27 Equity value per share - standalone DCF 14.5% $0.19 $0.19 $0.19 Net present value per share - tax benefits  Assumes unlevered free cash flow projections discounted using $1.25 $1.35 $1.47 l assumed 13.0%-16.0% WACC $0.76 $0.83 $0.92 16.0% $0.18 $0.18 $0.18 Net present value per share - tax benefits  Assumes tax rate of 29.0% per Bravo management $0.94 $1.01 $1.09 Implied total equity value per share

I Draft I 19 N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Tax benefit analysis – including S382 limitation Including $200m convertible notes issuance DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 per Bravo management ($589.0m federal and state NOLs and $11.7m R&D tax credits) Implied net present value of tax benefits assumes NOLs are fully utilized by 2055 (taking into account NOL expiration) per Bravo management Limitation on pre-tax income for NOL usage is equal to 80% of ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $902 Tax shielding NOLs used – – – – 59 79 100 111 12 12 12 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $17 $22 $28 $32 $3 $3 $3 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 NOL S382 usage limit $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 Existing NOL schedule NOL starting balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 NOLs expired – – – – – – – – – ($0) ($1) NOL usage – – – – ($12) ($12) ($12) ($12) ($12) ($12) ($12) NOL ending balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 $516 Post-2022 NOL schedule NOL starting balance – $119 $224 $288 $301 $254 $187 $99 – – – NOLs generated $119 $104 $64 $13 – – – – – – – NOL usage – – – – ($47) ($67) ($88) ($99) – – – NOL ending balance – $119 $224 $288 $301 $254 $187 $99 – – – – Sensitivities Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. Note: Per Bravo management, assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/14/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. (1) Based on fully diluted shares derived from discounted cash flow analysis including $200m convertible notes issuance and excluding tax benefits. $57 $57 $57 Implied net present value 13.0% 594.916 595.078 595.253 Fully diluted shares(1) $0.10 $0.10 $0.10 Implied net present value per share $52 $52 $52 Implied net present value 14.5% 594.386 594.549 594.721 Fully diluted shares(1) $0.09 $0.09 $0.09 Implied net present value per share $47 $47 $47 Implied net present value 16.0% 593.798 593.965 594.141 Fully diluted shares(1) $0.08 $0.08 $0.08 Implied net present value per share Reconciliation to total equity value per share Calendar year ended Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Implied tota equity value per share Equity value per share - standalone DCF $0.95 $1.02 $1.10 Equity value per share - standalone DCF pre-tax income 13.0% $0.10 $0.10 $0.10 Net present value per share - tax benefits $1.04 $1.11 $1.20 Implied total equity value per share  NOL S382 limitation based on merger consideration of $1.40 and long-term tax-exempt rate of 3.29% $0.77 $0.82 $0.88 Equity value per share - standalone DCF 14.5% $0.09 $0.09 $0.09 Net present value per share - tax benefits  Assumes unlevered free cash flow projections discounted using $0.86 $0.91 $0.96 l assumed 13.0%-16.0% WACC $0.64 $0.67 $0.71 16.0% $0.08 $0.08 $0.08 Net present value per share - tax benefits  Assumes tax rate of 29.0% per Bravo management $0.72 $0.75 $0.79 Implied total equity value per share Perpetuity growth rate Discount rate (%) 2.0% 3.0% 4.0%

I Draft I 20 Copyright © 2021 Credit Suisse Group AG and/or its affiliates. All rights reserved. N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v4.pptx Credit Suisse does not provide any tax advice. Any tax statement herein regarding any U.S. federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by Credit Suisse. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. Credit Suisse assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and Credit Suisse assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. These materials have been prepared by Credit Suisse ("CS") and its affiliates for use by CS. Accordingly, any information reflected or incorporated herein, or in related materials or in ensuing transactions, may be shared in good faith by CS and its affiliates with employees of CS, its affiliates and agents in any location. Credit Suisse has adopted policies and guidelines designed to preserve the independence of its research analysts. Credit Suisse’s policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. Credit Suisse’s policies prohibit research analysts from being compensated for their involvement in investment banking transactions. Credit Suisse Securities (USA) LLC (“CSSU”) does not hold an Australian Financial Services License (“AFSL”) and is exempt from the requirement to hold an AFSL. CSSU is licensed and regulated by the Securities and Exchange Commission under U.S. laws, which differ from Australian laws. A copy of the terms of relevant exemptions referenced is available upon request. CSSU can only provide services to Australian clients who are “wholesale clients” within the meaning of section 761G of the Corporations Act (Cth.). CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 +1 212 325 2000 www.credit-suisse.com

Exhibit (c)(2)

These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter “Credit Suisse”). PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION I Draft Project Flash Board of Directors Presentation March 23, 2023

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx Table of contents 1 Sumo Offer Terms 1 Bravo Financials 2 Valuation Analysis 3 Appendix

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 2 Consideration Class A and Class C common stock (excluding stock currently owned by Sumo): $1.40 per share in cash (“Merger Consideration”) Equity Awards − Vested in-the-money options and vested RSUs will receive Merger Consideration less exercise price, if applicable − Unvested in-the-money options, RSAs and unvested RSUs will be converted to cash award (with same vesting terms and conditions as current awards) − All options (vested or unvested) out-of-money will be cancelled − Unvested RSAs will be converted into a cash award that will be subject to the same vesting terms and conditions associated with the RSAs − Vested RSUs will be cashed out for the Merger Consideration − Unvested RSUs will be converted into a cash award that will be subject to the same vesting terms and conditions associated with such RSUs Company warrants: will be paid warrant price (Black Scholes value) in cash upon exercise FedEx warrants: shares from proper exercise of vested warrants are eligible to receive the Merger Consideration, but the Merger Consideration is below the exercise price ($1.67) Closing conditions Shareholder Approval via simple majority vote Expiration of HSR Waiting Period Other Up to $60m interim financing from Sumo between signing and closing Customary no solicitation Provisions allowing Berkshire Grey to terminate the agreement to accept a superior offer Termination fee: $13.7m Outside date: 9 months from signing with 3-month regulatory extension for regulatory clearance Voting and Support Agreements with key insider shareholders 1 Sumo transaction terms summary

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 3 Projected financial summary – Bravo management projections Source: Bravo management. 2 Historical Calendar year ended CAGR ($ in millions) 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E '22-'33E Total revenue $35 $51 $69 $101 $168 $282 $436 $639 $767 $882 $970 $1,043 $1,095 $1,128 28.8% % growth 46.0% 36.5% 45.1% 66.6% 68.1% 54.4% 46.7% 20.0% 15.0% 10.0% 7.5% 5.0% 3.0% EBITDA (burdened w/ SBC) % margin EBIT % margin Capital expenditures % of sales (Increase) / decrease in NWC ($61) ($162) ($107) n.m. n.m. n.m. ($164) ($111) n.m. n.m. ($4) ($3) (8.0%) (4.8%) ($2) $2 ($116) ($100) ($59) ($7) $67 $93 $120 $148 $176 $202 $226 n.m. n.m. n.m. n.m. n.m. 10.5% 12.1% 13.7% 15.3% 16.8% 18.4% 20.0% ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 n.m. n.m. n.m. n.m. n.m. 9.3% 10.9% 12.4% 14.0% 15.6% 17.2% 18.8% ($2) ($4) ($5) ($5) ($8) ($9) ($10) ($11) ($12) ($13) ($14) (2.0%) (2.4%) (1.8%) (1.1%) (1.2%) (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (1.2%) ($15) ($0) ($5) ($3) ($10) ($16) ($15) ($12) ($10) ($8) ($7)

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 4 Review of Bravo projected cash needs Cash balance over time $171 $64 $19 ($11) ($44) ($68) ($97) ($121) ($151) ($172) ($200)($212)($224) ($235)($246) ($223) FY'21 FY'22 ($241)($255)($250)($255)($255) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 ($258) Q1 Q2 Q3 Q4 ($25) ($33) ($30) ($45) ($21) ($30) ($24) ($29) ($17) ($12) ($11) ($28) ($3) ($5) ($14) 2023 2024 2025 2026 ($ in millions) $23 ($10) $23 $0 $4 2027 Source: Bravo management. (1) Defined as NOPAT + D&A – capex +/- change in NWC. ($157) ($107) Total financing requirements 2023: ($133) 2024: ($104) 2025: ($68) 2026: ($14) 2027: $32 Quarterly / Annual cash burn(1): 2

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx Each methodology yields an implied range of values for Bravo Selected companies analysis 5 Summary analytical methodologies For the purpose of its analysis, Credit Suisse compared the Merger Consideration per share indicated in draft merger agreement with the ranges of values for one share of Bravo as implied by these methodologies. Discounted cash flow analysis Selected transactions analysis 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx ($ in millions except per share values) Implied equity value(2) $260 – $562 $336 – $614 $274 – $567 $248 – $533 $135 – $1,201 Implied enterprise value 201 – 504 278 – 555 216 – 509 189 – 475 76 – 1,142 Implied share price $0.98 – $2.03 $1.26 – $2.20 $1.03 – $2.09 $0.93 – $1.96 $0.51 – $4.12 Implied multiples (EV) Metric: FY 2022A Revenue $69 2.9x – 7.3x 4.0x – 8.0x 3.1x – 7.3x 2.7x – 6.8x 1.1x – 16.5x FY 2023E Revenue $101 2.0x – 5.0x 2.8x – 5.5x 2.1x – 5.0x 1.9x – 4.7x 0.8x – 11.3x FY 2024E Revenue $168 1.2x – 3.0x 1.7x – 3.3x 1.3x – 3.0x 1.1x – 2.8x 0.5x – 6.8x FY 2027E EBITDA $67 3.0x – 7.5x 4.1x – 8.3x 3.2x – 7.6x 2.8x – 7.1x 1.1x – 17.1x $0.98 $1.26 $1.03 $0.93 $0.51 $2.03 $2.20 $2.09 $1.96 $4.12 Discounted cash flow analysis incl. tax 52-week high / low benefits w/ S382 (reference only) limitation Discounted cash flow Selected companies Selected transactions analysis incl. tax analysis analysis benefits w/o S382 limitation 6 Preliminary Bravo standalone financial analyses Primary methodologies Source: Company filings, Bravo management, FactSet as of 3/22/23, IRS bulletin as of 2/23. Note: Share price based on current shares of 322.2m, including 242.5m common shares outstanding, 20.2m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Stock options exclude 1.1m of Bravo CEO’s unvested performance-based options. Assumes a treasury stock method for purposes of calculations. Assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/22/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Per Bravo management, corporate adjustments based on $64m of cash as of 12/31/22. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. Overview of key assumptions: Selected companies analysis: − 2.0x-5.0x 2023E Revenue Selected transactions analysis: − 4.0x-8.0x 2022A Revenue Discounted cash flow analysis: − 13.0% -16.0% WACC − 2.0% - 4.0% terminal value perpetuity growth rate $0.75 $1.25 $0.80 $1.31 With $200m PIPE financing (1) Reference data Merger Consideration: $1.40 ($ indicates value per Bravo share) Without PIPE financing 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx ($ in millions, except per share values) Company Share price as of 3/22/23 Equity value EV / Revenue EV / EBITDA CY'22E-24E CAGR EBITDA margin CY'23E CY'24E CY'23E CY'24E Revenue EBITDA CY'23E CY'24E Overall Mean 4.7x 4.0x 18.7x 15.9x 31.3% 12.6% 25.6% 28.4% Overall Median 3.3x 3.3x 16.1x 15.0x 13.8% 6.8% 25.4% 25.5% 7 Selected companies analysis Source: Company filings and FactSet as of 3/22/23. Note: Equity value per share based on current shares of 322.2m, including 242.5m common shares outstanding, 20.2m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Stock options exclude 1.1m of Bravo CEO’s unvested performance-based options. Assumes a treasury stock method for purposes of calculations. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. Per Bravo management. Ent. (1) value Berkshire Grey (consensus) Berkshire Grey (managemen (2) t) $1.16 $1.16 309 309 250 250 2.1x 2.5x NM 1.5x NM NM NM NM NM 55.4% NM NM NM NM NM NM Emerging industrial technology Desktop Metal $2.12 676 623 2.6x 2.2x NM NM 15.1% NM NM NM Fathom Digital $0.64 87 402 2.4x 2.2x 11.2x 9.8x 6.4% NM 21.1% 22.1% Markforged $0.91 177 58 0.5x 0.5x NM NM 12.4% NM NM NM Sarcos Technology and Robotics $0.43 66 (36) NM NM NM NM 137.0% NM NM NM Velo3D $2.23 429 372 3.0x 2.0x NM NM 50.3% NM NM NM Mean Median 2.1x 2.5x 1.7x 2.1x 11.2x 11.2x 9.8x 9.8x 44.3% 15.1% NM NM 21.1% 21.1% 22.1% 22.1% Emerging fulfillment technology AutoStore €21.69 7,009 7,328 10.1x 8.5x 21.3x 17.6x 23.3% 34.3% 47.4% 47.9% Symbotic $22.79 13,719 13,322 11.9x 7.8x NM NM 57.2% NA 1.2% 13.5% Mean 11.0x 8.1x 21.3x 17.6x 40.2% 34.3% 24.3% 30.7% Median 11.0x 8.1x 21.3x 17.6x 40.2% 34.3% 24.3% 30.7% Automation-oriented industrial technology Cognex $48.41 8,458 8,017 8.5x 7.5x 33.5x 25.0x 3.0% 5.7% 25.5% 30.1% Hexagon NOK113.50 29,672 30,022 5.3x 5.0x 14.4x 13.2x 4.4% 6.8% 36.7% 37.5% Rockwell Automation $277.63 32,085 34,239 3.9x 3.7x 17.8x 16.7x 7.3% 10.7% 21.9% 22.3% Trimble $48.53 11,969 13,248 3.5x 3.3x 13.8x 13.0x 4.2% 5.6% 25.4% 25.5% Mean 5.3x 4.9x 19.9x 17.0x 4.7% 7.2% 27.4% 28.8% Median 4.6x 4.3x 16.1x 15.0x 4.3% 6.2% 25.5% 27.8% Selected multiple ranges Implied enterprise value(1) Implied equity value Implied equity value per share ($ in millions, except per share amounts) Metric Low – High Low – High Low – High Low – High 2023E Revenue $101 2.0x – 5.0x $201 – $504 $260 – $562 $0.98 – $2.03 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx Year Acquirer Target Transaction value Sales EV / LTM Sales Aug-22 Amazon iRobot $1,700 $1,183 1.4x Mar-22 Zebra Matrox $875 $100 8.8x Feb-22 Koerber Siemens Logistics $1,311 529 2.5x Jul-21 ABB ASTI $290 $24 7.8x Mar-21 CMCO Dorner $485 $125 3.9x Nov-20 Ocado Kindred $262 $35 7.5x Feb-20 Atlas Copco ISRA Vision $1,208 $162 7.5x Sep-19 Shopify 6 River Systems $456 $25 18.0x Apr-19 Hitachi JR Automation $1,425 $603 2.4x Oct-18 Honeywell Transnorm $494 $116 4.3x Sep-18 Barnes Gimatic $422 $55 7.7x Apr-18 Patricia PIAB $801 $141 5.7x Apr-18 Teradyne MiR $272 $12 22.7x Jul-16 Honeywelll Intelligrated $1,500 $750 2.0x May-16 Midea Kuka $4,200 $2,625 1.6x May-15 Teradyne Universal Robots $286 $38 7.5x Mar-12 Amazon KIVA $775 $100 7.8x Average 7.0x Median 7.5x 8 Selected transactions analysis Selected multiple ranges Implied enterprise value (1) Implied equity value Implied equity value per share ($ in millions, except per share amounts) Metric Low – High Low – High Low – High Low – High 2022A Revenue $69 4.0x – 8.0x $278 – $555 $336 – $614 $1.26 – $2.20 Source: Company filings, Merger Market and other public sources. Note: Equity value per share based on current shares of 322.2m, including 242.5m common shares outstanding, 20.2m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Stock options exclude 1.1m of Bravo CEO’s unvested performance-based options. Assumes a treasury stock method for purposes of calculations. (1) Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. ($ in millions) 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 10-year DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes 2.0%-4.0% terminal value perpetuity growth rate per Bravo management Assumes tax rate of 29.0% per Bravo management 9 Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management. Note: Fully diluted shares based on current shares of 322.2m, including 242.5m common shares outstanding, 20.2m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Stock options exclude 1.1m of Bravo CEO’s unvested performance-based options. Assumes a treasury stock method for purposes of calculations. Burdened by SBC. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. 13.0% ($88) 414 ($88) 455 ($88) 506 Present value of cash flows Present value of terminal value $326 127.0% 59 $367 124.0% 59 $418 121.1% 59 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $384 268.550 $1.43 $426 269.648 $1.58 $476 271.880 $1.75 Equity value Fully diluted shares Equity value per share 14.5% ($100) 321 ($100) 349 ($100) 382 PV of cash flows PV of terminal value $221 145.5% 59 $249 140.4% 59 $282 135.6% 59 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $279 265.758 $1.05 $307 266.093 $1.15 $341 267.275 $1.27 Equity value Fully diluted shares Equity value per share 16.0% ($111) 253 ($111) 273 ($111) 296 PV of cash flows PV of terminal value $142 178.2% 59 $162 168.8% 59 $184 160.3% 59 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $201 265.295 $0.76 $220 265.358 $0.83 $243 265.440 $0.92 Equity value Fully diluted shares Equity value per share Discounted cash flow analysis – excluding tax benefits ($ in millions, except per share amounts) 2022A Terminal 2033E '23E – '32E CAGR Calendar year ended 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Revenue $69 $101 $168 $282 $436 $639 $767 $882 $970 $1,043 $1,095 $1,128 % growth 45% 67% 68% 54% 47% 20% 15% 10% 8% 5% 3% EBITDA (1) ($107) ($116) ($100) ($59) ($7) $67 $93 $120 $148 $176 $202 $226 % margin (154%) (115%) (59%) (21%) (2%) 10% 12% 14% 15% 17% 18% 20% (–) Depreciation (4) (5) (5) (6) (8) (9) (11) (12) (13) (13) (14) EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 (–) Taxes – – – – (17) (24) (31) (39) (46) (54) (60) % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% NOPAT ($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) Unlevered free cash flow ($133) ($104) ($68) ($14) $32 $45 $65 $87 $107 $127 $145 30% NA 3

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx Tax benefit analysis – no S382 limitation DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 ($589.0m federal and state NOLs and $11.7m R&D tax credits) per Bravo management Implied net present value of tax benefits assumes full utilization of NOLs by 2034 per Bravo management (taking into account NOL expiration)(2) Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management 10 Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. Per Bravo management, for the purposes of computing the maximum amount of tax savings usable each year beyond 2033, top line assumed to grow at 3.0% in perpetuity with constant EBITDA and D&A margin. (1) Reconciliation to total equity value per share (1) (1) ($ in millions, except per share amounts) 2022A Calendar year ended 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 Tax shielding NOLs used – – – – 47 67 88 109 130 151 170 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $13 $19 $25 $31 $37 $43 $48 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 Post-2022 NOL schedule NOL starting balance NOLs generated NOLs expired NOL usage $601 $119 – – $720 $104 – – $824 $64 – – $889 $13 – – $902 – – ($47) $854 – – ($67) $788 – – ($88) $700 – – ($109) $591 – – ($130) $461 – ($0) ($151) $310 – ($1) ($170) NOL ending balance $601 $720 $824 $889 $902 $854 $788 $700 $591 $461 $310 $140 3 $91 268.550 $0.34 $82 265.758 $0.31 $91 269.648 $0.34 $82 26 $91 Implied net 271.880 F $ 13.0% 14.5% 16.0% Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% $1.43 $1.58 $1.75 Equity value per share - standalone DCF 13.0% $0.34 $0.34 $0.33 Net present value per share - tax benefits $1.77 $1.92 $2.09 Implied total equity value per share $1.05 $1.15 $1.27 Equity value per share - standalone DCF 14.5% $0.31 $0.31 $0.31 Net present value per share - tax benefits $1.36 $1.46 $1.58 Implied total equity value per share $0.76 $0.83 $0.92 Equity value per share - standalone DCF 16.0% $0.28 $0.28 $0.28 Net present value per share - tax benefits $1.03 $1.11 $1.19 Implied total equity value per share

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 10-year DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes 2.0%-4.0% terminal value perpetuity growth rate per Bravo management Assumes tax rate of 29.0% per Bravo management Per Bravo management, assumes $200m convertible PIPE issued − $180m net proceeds − Conversion price based on closing price as of 3/22/23 at no conversion premium − 12% PIK rate − Assumes conversion at end of 5-year term. 11 Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management. Note: Fully diluted shares based on current shares of 322.2m, including 242.5m common shares outstanding, 20.2m stock options, 19.5m RSUs, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Stock options exclude 1.1m of Bravo CEO’s unvested performance-based options. Assumes a treasury stock method for purposes of calculations. Burdened by SBC. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. Discounted cash flow analysis – excluding tax benefits Including $200m convertible notes issuance ($88) ($88) ($88) Present value of cash flows 414 455 506 Present value of terminal value 13.0% $326 127.0% 239 $367 124.0% 239 $418 121.1% 239 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $564 $606 $656 Equity value 569.476 569.635 569.907 Fully diluted shares $0.99 $1.06 $1.15 Equity value per share ($100) ($100) ($100) PV of cash flows 321 349 382 PV of terminal value 14.5% $221 145.5% 239 $249 140.4% 239 $282 135.6% 239 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $459 $487 $521 Equity value 569.191 569.230 569.289 Fully diluted shares $0.81 $0.86 $0.91 Equity value per share ($111) ($111) ($111) PV of cash flows 253 273 296 PV of terminal value 16.0% $142 178.2% 239 $162 168.8% 239 $184 160.3% 239 Enterprise value PV of terminal value as % of enterprise value Corporate Adjustments(2) $381 569.052 $0.67 $400 569.092 $0.70 $423 569.133 $0.74 Equity value Fully diluted shares Equity value per share 3 ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Terminal 2033E '23E – '32E CAGR Revenue $69 $101 $168 $282 $436 $639 $767 $882 $970 $1,043 $1,095 $1,128 % growth 45% 67% 68% 54% 47% 20% 15% 10% 8% 5% 3% EBITDA (1) ($107) ($116) ($100) ($59) ($7) $67 $93 $120 $148 $176 $202 $226 % margin (154%) (115%) (59%) (21%) (2%) 10% 12% 14% 15% 17% 18% 20% (–) Depreciation (4) (5) (5) (6) (8) (9) (11) (12) (13) (13) (14) EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 (–) Taxes – – – – (17) (24) (31) (39) (46) (54) (60) % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% NOPAT ($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) Unlevered free cash flow ($133) ($104) ($68) ($14) $32 $45 $65 $87 $107 $127 $145 30% NA Calendar year ended

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx Tax benefit analysis – no S382 limitation Including $200m convertible notes issuance DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 ($589.0m federal and state NOLs and $11.7m R&D tax credits) per Bravo management Implied net present value of tax benefits assumes full utilization of NOLs by 2034 per Bravo management (taking into account NOL expiration) (2) Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management 12 Sensitivities Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. Note: Per Bravo management, assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/22/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. For the purposes of computing the maximum amount of tax savings usable each year beyond 2033, top line assumed to grow at 3.0% in perpetuity with constant EBITDA and D&A margin per Bravo management. Reconciliation to total equity value per share ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $212 Tax shielding NOLs used – – – – 47 67 88 109 130 151 170 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $13 $19 $25 $31 $37 $43 $48 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 Post-2022 NOL schedule NOL starting balance NOLs generated NOLs expired NOL usage $601 $119 – – $720 $104 – – $824 $64 – – $889 $13 – – $902 – – ($47) $854 – – ($67) $788 – – ($88) $700 – – ($109) $591 – – ($130) $461 – ($0) ($151) $310 – ($1) ($170) NOL ending balance $601 $720 $824 $889 $902 $854 $788 $700 $591 $461 $310 $140 Calendar year ended 3 (1) (1) (1) $91 569.476 $0.16 $82 569.191 $0.14 $91 569.635 $0.16 $82 56 $91 Implied net 569.907 F $ 13.0% 14.5% 16.0% Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% $0.99 $1.06 $1.15 Equity value per share - standalone DCF 13.0% $0.16 $0.16 $0.16 Net present value per share - tax benefits $1.15 $1.22 $1.31 Implied total equity value per share $0.81 $0.86 $0.91 Equity value per share - standalone DCF 14.5% $0.14 $0.14 $0.14 Net present value per share - tax benefits $0.95 $1.00 $1.06 Implied total equity value per share $0.67 $0.70 $0.74 Equity value per share - standalone DCF 16.0% $0.13 $0.13 $0.13 Net present value per share - tax benefits $0.80 $0.83 $0.87 Implied total equity value per share

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 13 Appendix

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 14 Equity value to enterprise value build Commentary A 236.7m of Class A common shares − Includes 2.9m unvested RSAs 5.8m of Class C common shares − Class C common shares automatically convert into Class A common shares on a one-for-one basis in a Change of Control C Treasury stock method applied to 20.2m total stock options outstanding with various WAEP − Excludes 1.1m of Bravo CEO’s unvested performance- based options 19.5m unvested RSUs 25.3m vested FedEx warrants outstanding with WAEP of $1.67 – out of money − Assumes zero Merger Consideration at closing Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. $64m cash balance as of 12/31/22 D E G F B D E F G A B C Source: Bravo management, Goodwin as of 2/16/23, Bloomberg as of 3/22/23. Current price Potential ($ in millions except per share amounts) 03/22/23 offer price Share value $1.16 $1.40 Total Class A common shares outstanding 236.7 236.7 Total Class C common shares outstanding 5.8 5.8 Shares converted from outstanding options (WAEP: $0.04) 1.8 1.8 Shares converted from outstanding options (WAEP: $0.33) 0.8 0.8 Shares converted from outstanding options (WAEP: $0.91) 0.4 0.6 Shares converted from outstanding options (WAEP: $0.98) 0.0 0.0 Shares converted from outstanding options (WAEP: $1.14) 0.2 2.0 Shares converted from outstanding options (WAEP: $1.42) – – Shares converted from outstanding options (WAEP: $2.18) – – Shares converted from outstanding options (WAEP: $3.34) – – Shares converted from outstanding options (WAEP: $4.75) – – Shares converted from outstanding options (WAEP: $8.75) – – RSUs 19.5 19.5 Shares converted from FedEx warrants (WAEP: $1.67) – – Fully diluted shares outstanding 265.1 267.3 Equity Value $308 $374 (+) Value to public / private warrants 6 6 (-) Cash and cash equivalents (64) (64) Enterprise value $249 $315

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 15 Bravo trading performance Volume (Ms) Price Source: Company filings and FactSet as of 3/22/23. Note: VWAPs are to current date of 3/22/23. Volume weighted average price 30-day 45-day 60-day 120-day 180-day 1-year $1.40 $1.67 $1.59 $1.49 $1.75 $2.66 Bravo and FedEx expand robotic automation solutions relationship; grants FedEx warrants to purchase common stock ($1.78) Bravo enters into $75m equity purchase agreement with Lincoln Park Capital ($1.80) 2/7: Sumo proposes to acquire all outstanding stock it does not already own at $1.30/share; Bravo share price (2/3): $1.30 2/10: Public disclosure of Sumo’s 13D and offer; pre offer disclosure Bravo share price (2/9): $1.71

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx – 25.0 50.0 75.0 100.0 125.0 150.0 175.0 200.0 225.0 Jul-21 Dec-21 May-22 Oct-22 Mar-23 BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industrial technology Source: Company filings and FactSet as of 3/22/23. Note: Emerging fulfillment technology: Symbotic and AutoStore; Emerging industrial technologies: Desktop Metal, Velo3D, Inc., Sarcos Technology and Robotics Corporations, Markforged Holding, Fathom Digital Manufacturing Corporation; Automation-oriented industrial technology: Rockwell Automation, Hexagon, Trimble, Cognex. (1) Bravo de-SPAC closed on 7/21/21. S&P 500 16 Share price performance vs. peers Mar-23 48% (10%) (30%) (87%) (88%) (1) Since Bravo de-SPAC Share price change Since BGRY de-SPAC BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industr S&P 500

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx 17 EV / NTM revenue vs. peers Since Bravo de-SPAC Average multiple – 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 40.0x 45.0x Jul-21 Dec-21 May-22 Oct-22 Mar-23 BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industrial technology Source: Company filings and FactSet as of 3/22/23. Note: Emerging fulfillment technology: AutoStore; Emerging industrial technologies: Desktop Metal, Velo3D, Inc., Markforged Holding, Fathom Digital Manufacturing Corporation; Automation-oriented industrial technology: Rockwell Automation, Hexagon, Trimble, Cognex. Bravo de-SPAC closed on 7/21/21. Symbotic dataset excluded due to a lack of FactSet data. Since BGRY de-SPAC 1-year YTD Mar-23 9.5x 5.3x 2.0x 1.8x (1) BGRY 5.1x 2.3x 1.6x Emerging industrial technology Emerging fulfillment technology (2) 5.0x NA 3.2x 9.9x 2.1x 10.3x Automation-oriented industrial technology 6.2x 5.4x 5.5x

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx $57 $57 $57 Implied net present value 13.0% 268.550 269.648 271.880 Fully diluted shares(1) $0.21 $0.21 $0.21 Implied net present value per share $52 $52 $52 Implied net present value 14.5% 265.758 266.093 267.275 Fully diluted shares(1) $0.19 $0.19 $0.19 Implied net present value per share $47 $47 $47 Implied net present value 16.0% 265.295 265.358 265.440 Fully diluted shares(1) $0.18 $0.18 $0.18 Implied net present value per share Perpetuity growth rate Discount rate (%) 2.0% 3.0% 4.0% Tax benefit analysis – including S382 limitation DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 per Bravo management ($589.0m federal and state NOLs and $11.7m R&D tax credits) Implied net present value of tax benefits assumes NOLs are fully utilized by 2055 (taking into account NOL expiration) Per Bravo management Limitation on pre-tax income for NOL usage is equal to 80% of 18 Sensitivities Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. (1) Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. Reconciliation to total equity value per share ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $902 Tax shielding NOLs used – – – – 59 79 100 111 12 12 12 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $17 $22 $28 $32 $3 $3 $3 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 NOL S382 usage limit $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 Existing NOL schedule NOL starting balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 NOLs expired – – – – – – – – – ($0) ($1) NOL usage – – – – ($12) ($12) ($12) ($12) ($12) ($12) ($12) NOL ending balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 $516 Post-2022 NOL schedule NOL starting balance – $119 $224 $288 $301 $254 $187 $99 – – – NOLs generated $119 $104 $64 $13 – – – – – – – NOL usage – – – – ($47) ($67) ($88) ($99) – – – NOL ending balance – $119 $224 $288 $301 $254 $187 $99 – – – – Calendar year ended Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Implied tota equity value per share Equity value per share - standalone DCF $1.43 $1.58 $1.75 Equity value per share - standalone DCF pre-tax income 13.0% $0.21 $0.21 $0.21 Net present value per share - tax benefits $1.64 $1.79 $1.96 Implied total equity value per share  NOL S382 limitation based on Merger Consideration of $1.40 and long-term tax-exempt rate of 3.29% $1.05 $1.15 $1.27 Equity value per share - standalone DCF 14.5% $0.19 $0.19 $0.19 Net present value per share - tax benefits  Assumes unlevered free cash flow projections discounted using $1.25 $1.35 $1.47 l assumed 13.0%-16.0% WACC $0.76 $0.83 $0.92 16.0% $0.18 $0.18 $0.18 Net present value per share - tax benefits  Assumes tax rate of 29.0% per Bravo management $0.93 $1.01 $1.09 Implied total equity value per share

I Draft I N:\IBD_Regional_Documents_Repository_AM_Clients\Berkshire Grey(BQWF)\Spider\S03939\01. PPT\SoftBank\Project Flash_BoD_v14.pptx Tax benefit analysis – including S382 limitation Including $200m convertible notes issuance DCF discounted to 12/31/2022 − Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 per Bravo management ($589.0m federal and state NOLs and $11.7m R&D tax credits) Implied net present value of tax benefits assumes NOLs are fully utilized by 2055 (taking into account NOL expiration) per Bravo management Limitation on pre-tax income for NOL usage is equal to 80% of 19 ($ in millions, except per share amounts) 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E EBIT ($119) ($104) ($64) ($13) $59 $83 $110 $136 $163 $188 $902 Tax shielding NOLs used – – – – 59 79 100 111 12 12 12 % tax rate 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% 29% Annual savings – – – – $17 $22 $28 $32 $3 $3 $3 Limitation on pre-tax income for NOL usage – – – – $47 $67 $88 $109 $130 $151 $170 NOL S382 usage limit $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 $12 Existing NOL schedule NOL starting balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 NOLs expired – – – – – – – – – ($0) ($1) NOL usage – – – – ($12) ($12) ($12) ($12) ($12) ($12) ($12) NOL ending balance $601 $601 $601 $601 $601 $589 $577 $565 $552 $540 $528 $516 Post-2022 NOL schedule NOL starting balance – $119 $224 $288 $301 $254 $187 $99 – – – NOLs generated $119 $104 $64 $13 – – – – – – – NOL usage – – – – ($47) ($67) ($88) ($99) – – – NOL ending balance – $119 $224 $288 $301 $254 $187 $99 – – – – Sensitivities Assumptions Source: Company filings, Bravo management, IRS bulletin as of 2/23. Note: Per Bravo management, assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/22/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. (1) Based on fully diluted shares derived from discounted cash flow analysis including $200m convertible notes issuance and excluding tax benefits. $57 $57 $57 Implied net present value 13.0% 569.476 569.635 569.907 Fully diluted shares(1) $0.10 $0.10 $0.10 Implied net present value per share $52 $52 $52 Implied net present value 14.5% 569.191 569.230 569.289 Fully diluted shares(1) $0.09 $0.09 $0.09 Implied net present value per share $47 $47 $47 Implied net present value 16.0% 569.052 569.092 569.133 Fully diluted shares(1) $0.08 $0.08 $0.08 Implied net present value per share Reconciliation to total equity value per share Calendar year ended Perpetuity growth rate Discount rate (%) 2.0% 3.0% 4.0% Discount Perpetuity growth rate rate (%) 2.0% 3.0% 4.0% Implied tota equity value per share Equity value per share - standalone DCF $0.99 $1.06 $1.15 Equity value per share - standalone DCF pre-tax income 13.0% $0.10 $0.10 $0.10 Net present value per share - tax benefits $1.09 $1.16 $1.25 Implied total equity value per share  NOL S382 limitation based on Merger Consideration of $1.40 and long-term tax-exempt rate of 3.29% $0.81 $0.86 $0.91 Equity value per share - standalone DCF 14.5% $0.09 $0.09 $0.09 Net present value per share - tax benefits  Assumes unlevered free cash flow projections discounted using $0.90 $0.95 $1.01 l assumed 13.0%-16.0% WACC $0.67 $0.70 $0.74 16.0% $0.08 $0.08 $0.08 Net present value per share - tax benefits  Assumes tax rate of 29.0% per Bravo management $0.75 $0.79 $0.83 Implied total equity value per share

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Exhibit (d)(4)

CONFIDENTIAL

March 22, 2023

Thomas Wagner

Re: Offer Letter

Dear Mr. Wagner,

Backgammon Acquisition Corp. (“Merger Sub”) is pleased to provide you this offer letter (the “Agreement”) outlining the terms and conditions of your employment with Merger Sub and its successors (the “Company”).

A. Concurrently with the execution of this Agreement, SoftBank Group Corp. (“Parent”), Merger Sub, and Berkshire Grey, Inc. (“Berkshire Grey”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into Berkshire Grey (the “Transactions”), with Berkshire Grey being the surviving corporation;

B. You and Berkshire Grey previously entered into an Employment Agreement (the “Prior Employment Agreement”) dated October 25, 2013; and

C. The Company wishes to continue your employment following the Transactions and you wish to continue to be employed following the Transactions.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and the Company hereby agree as follows:

Effective Date; At Will Employment. This Agreement shall become effective on the date of closing of the Transactions contemplated by the Merger Agreement (the “Closing Date”) and shall supersede the Prior Employment Agreement (and any amendments thereto). In the event the Merger Agreement is terminated, this Agreement shall be null and void and shall have no force or effect on any party. Your employment with the Company shall be “at will” at all times. The board of directors of the Company (the “Board”) may terminate your employment at any time, with or without advance notice, and with or without Cause, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. In addition, the terms and conditions of your employment at the Company, including those described in this Agreement, can be modified at any time, subject to your Good Reason rights.

Position. You will be employed full-time as the Company’s Chief Executive Officer. Your responsibilities as the Company’s Chief Executive Officer shall include, but are not limited to, such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional, fewer or alternative duties now or hereafter and/or otherwise reasonably assigned to you in good faith, subject to reasonable direction of the Board, and you agree to devote substantially all of your business efforts and time to the advancement and business interests of the Company and its Parent as a whole and you agree to devote substantially all of your business efforts and time to the advancement and business interests of the Company. This position will initially report to the Board. Your principal working location will be in Bedford, Massachusetts, although you will engage in periodic business travel.

Compensation.

Base Salary: You will be paid an annual base salary of $500,000 payable in accordance with the Company’s standard payroll schedule on a semi-monthly basis, subject to withholding for applicable taxes and other deductions.

Annual Bonus. You will be eligible to receive a discretionary annual bonus with a target of 80% of your then current annual base salary, less applicable taxes, deductions and withholdings. Your actual bonus payout, if any, may depend on factors such as Company’s financial performance and the Board’s assessment of your group or individual performance. You acknowledge that you will not acquire a right to receive a bonus, nor shall the Company come under such an obligation, merely by virtue of you having received one or more bonus payments during the course of your employment. Subject to your Good Reason rights, the Board may at any time amend the terms of any bonus payment or plan, including, but not limited to, increase or decrease the bonus opportunity, or withdraw the scheme in its entirety, in each case whether generally or solely in relation to you. The performance period for your 2023 bonus will be January 1, 2023 through March 31, 2024. The performance period for annual bonuses after fiscal year 2023 is April 1 through March 31 of the applicable year. You must be employed by the Company on the last day of the fiscal year in order to be eligible to receive your bonus.

Long-Term Deferred Cash Award. You will receive an award in the aggregate amount of $6,461,538 (the “Cash Award”), which shall be paid, subject to your continued employment with the Company (the “Payment Schedule”) as follows: (i) 25% as soon as reasonably practicable following March 1, 2024, and (ii) 1/48th as soon as reasonably practicable following each monthly anniversary thereafter until full payment on March 1, 2027. If, at any time within the one-year period following the Closing Date, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 100% of the remaining, unpaid Cash Award shall be paid as soon as reasonably practicable (but not later than 60 days) following the termination date. In addition, if, at any time during the period after the one-year anniversary of the Closing Date, but before the date on which the Cash Award has been paid in full, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 50% of the unpaid portion of the Cash Award shall be paid as soon as reasonably practicable (but not later than 60 days) following the termination date (for the avoidance of doubt, any remaining unpaid portion of the Cash Award shall be forfeited immediately following such termination of employment). Any payment in respect of the Cash Award after your termination of employment shall be subject to your execution of the Release (as defined below), your compliance with the terms and conditions of the Release and shall be paid only following the effectiveness of the Release. Any payment in respect of the Cash Award shall be less applicable taxes, deductions and withholdings.

Recoupment. Notwithstanding any other provision of this Agreement, all incentive-based or other compensation paid to you under this Agreement or any other agreement or arrangement with the Company will be subject to such deductions and claw-backs as may be required to be made pursuant to any law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Termination of Employment. Upon a termination of your employment for any reason, the Company will pay you the Accrued Obligations.

Termination by the Company without Cause or Resignation by You for Good Reason. If the Board terminates your employment at any time without Cause or if you resign your employment with the Company for Good Reason, then you shall be eligible to receive: (a) the Accrued Obligations, payable on the first payroll date after your date of termination, (b) any portion of the Cash Award to which you are entitled under Section 3(c), and (c) the Severance Benefits, provided that: (i) by the sixtieth (60th) day following the date of your termination of employment from the Company, you have signed and delivered to the Board a separation agreement containing (A) an effective, general release of claims in favor of the Company and its affiliates and representatives, in the form acceptable to the Board (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”) and (B) a non-competition agreement on terms identical to those set forth in the first two sentences of Section 8(a) (and applicable portions of Section 15) hereof; (ii) if you hold any other positions with the Company or any affiliate, including a position on any board, you resign such position(s) to be effective no later than the date of your termination (or such other date as requested by the Board); (iii) you return all Company property and comply with your post-termination obligations under this Agreement and the PIIA (as defined below); and (iv) you comply with the terms of the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two (2) calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. Any Severance Benefits provided to you are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company benefit or severance plan, policy or program.

Termination for Any Other Reason. In the event that (i) the Board terminates your employment for Cause, (ii) the Board terminates your employment by reason of death or Disability or (iii) you terminate your employment with the Company without Good Reason, you will not receive the Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the Company shall provide to you the Accrued Obligations and, as it pertains to a termination due to death or Disability, any portion of the Cash Award to which you are entitled under Section 3(c).

Outside Activities. During your employment with the Company, you agree that you will not engage in any other employment, consulting or business activity without the prior written consent of the Board, provided that, with such prior written consent, you may serve on the board of directors of philanthropic or civic organizations or another company that is not competitive with the business of the Company, in each case only to the extent that such service or participation does not interfere with your employment with the Company or duties under this Agreement. In addition, you may continue to serve on the industrial advisory boards for the (a) Manning College of Information & Computer Sciences at the University of Massachusetts Amherst, and (b) the Department of Computer Science at the University of New Hampshire, in each case only to the extent that such service or participation does not interfere with your employment with the Company or duties under this Agreement.

Compliance with Policies and Duty of Loyalty. Your employment is conditioned upon your compliance with all applicable policies and procedures of the Company and its affiliates as may be adopted or amended from time to time. You will devote your business efforts and time exclusively to the advancement of the business and interests of the Company and will discharge your obligations under this Agreement to the best of your ability and in accordance with the Company’s policies as may be in effect from time to time. As an employee of the Company, you acknowledge that you owe it a duty of loyalty that exists independent of this Agreement or any other (“Duty of Loyalty”).

Employee Confidentiality, Intellectual Property and Computer Privacy Agreement. You agree that as condition of employment and material inducement of the Company to sign this Agreement, you shall sign and regardless be bound by the terms of the Company’s Employee Proprietary Information and Inventions Agreement (“PIIA”), attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. You hereby agree that the Company may notify a prospective or actual new employer of yours about your rights and obligations under the PIIA, and that the Company may provide such agreements in whole or part (at its option) to any such new employer.

Non-Competition.

During the Restricted Period, in order to protect the Company’s confidential and proprietary information, trade secrets, goodwill and other legitimate business interests, you agree that you will not, anywhere in the Restricted Territory, directly or indirectly, whether as owner, partner, shareholder, member, consultant, agent, employee, co-venturer or otherwise, either for yourself or for any other person or entity, become employed or otherwise engaged by any Competitor in any Competitive Capacity or related to any Competing Product that the Company is engaging in or has engaged in researching, developing, marketing, licensing, leasing or selling as of the time of your termination. Notwithstanding the foregoing, the restrictions in this Section shall not prohibit you from (i) providing services following your employment with the Company to a Competitor so long such services do not relate to or involve any Competitive Capacity or any Competing Product, and provided that you have delivered to the Company a written statement, confirmed by such Competitor in advance of your commencing such engagement, describing your duties and stating that such duties are consistent with your obligations under this Agreement or (ii) owning less than two percent (2%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and you are not a controlling person of, or member of a group that controls, such corporation. Furthermore, this Section is inapplicable in the event you are terminated without Cause or laid off by the Board.

You acknowledge and agree that: (i) you have been provided the opportunity to review the terms of this Section at least ten (10) business days before it becomes effective; (ii) this Agreement is supported by fair and reasonable consideration, including that in Section 3(b), for which you were otherwise not eligible until entering into this Agreement (as is in compliance with the provisions of Mass. Gen. L. c. 149, §24L, where applicable); (iii) the terms of this Section are no broader than necessary to adequately protected legitimate business interest, are reasonable in the scope of prohibited activities in relation to the interests the Company seeks to protect, and are reasonable in geographic scope in relation to the interests protected; (iv) the Restricted Period shall be extended to twenty-four (24) months in the event you breach your fiduciary duty to the Company and/or unlawfully take, physically or electronically, property belonging to the Company; and (v) you are encouraged to consult with an attorney before signing this Agreement.

Non-Solicitation. During the Restricted Period, in order to protect the Company’s confidential and proprietary information, trade secrets, goodwill and other legitimate business interests, you agree that you shall not, in any capacity, whether for yourself or on behalf of any other person or organization, directly or indirectly, with or without compensation, (a) solicit, divert or encourage any officers, directors, employees, agents, consultants or representatives of the Company or its affiliates, with whom you worked with or met, supervised, or learned confidential information about through your employment with the Company, to (i) terminate their or its relationship with the Company (or any affiliate), or (ii) become officers, directors, employees, agents, consultants or representatives of a Competitor; (b) solicit (in a Competitive Capacity or in relation to a Competing Product), or for any reason otherwise divert or appropriate any customers, clients, vendors or distributors of the Company or its affiliate with whom you worked, learned of or met, were responsible for (directly or through your reports), or learned confidential information about through your employment with the Company; or (c) influence or attempt to influence any of the customers, clients, vendors, distributors or business partners of the Company or its affiliates with whom you worked, learned of or met, were responsible for (directly or through your reports), or learned confidential information about through your employment with the Company, to transfer their business or patronage from the Company or its affiliates to any Competitor or otherwise reduce the amount of such business.

10.

Non-Disparagement. You agree that, during your employment and at any time thereafter, you shall not directly or indirectly make any statement, whether in commercial or non-commercial speech, disparaging, criticizing, defaming, slandering, or ridiculing in any way the Company, its affiliates or their respective officers and directors, or any products or services offered by any of these entities. The foregoing shall not be violated by truthful responses in connection with legal process, governmental inquiry, or where otherwise required by law, or by private statements to other Company personnel. Nothing in this Agreement restricts or impedes you in any way from exercising protected rights, including (without limitation): (i) from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (ii) rights under section 7 of the National Labor Relations Act, including the right to engage in protected concerted activities (e.g., discuss terms and conditions of employment for mutual aid and protection), the right to file (or assist another employee to file) unfair labor practice charges, or participate, assist with, or cooperate in an investigation by the National Labor Relations Board. Any breach of this section shall relieve the Company of its obligations to provide Severance Pay to you.

11.

No Prior Restrictions. You represent to the Board that you are not bound by the terms of a non-competition or any other agreement with a former employer or other third party, or any other order, judgment or decree of any kind, which would preclude you from being employed by Company or which would impair your ability to perform your duties for Company. You agree that you shall not disclose to Company, or otherwise use in connection with the services you render on behalf of Company, any confidential or other proprietary information belonging to a former employer or other third party. You represent and warrant that you have returned to all prior employers any and all of their confidential or proprietary information or other property.

12.

No Conflict. You represent and acknowledge that you have been previously advised by the Board to review your post-employment obligations, if any, to third parties and hereby confirm that you have done so. You agree to comply with all lawful obligations, including any lawful obligation not to disclose the confidential and proprietary information of your prior employer. You understand that the Company is not seeking to hire you for the purpose of obtaining confidential or proprietary information of any third party. You represent and warrant that your execution of this Agreement, employment with the Company, and performance of your proposed duties under this Agreement shall not violate any obligations you may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity. You further confirm that you will not and have not transferred, removed or copied any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer(s) without written authorization from your current or former employer(s), and that you will not use or disclose any such documents or proprietary data or materials during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you must discuss those questions with your current or former employer(s) before removing or copying any documents or information. If you receive any letter, complaints, or other communications from any third party relating to your post-employment obligations, you will immediately notify your manager. The Board expects you to strictly and fully comply with this Section. Failure to do so may result in your immediate termination of employment.

13.

Remedies. In the event of a breach or threatened breach by you of any of the provisions herein, (including any exhibits), you hereby consent and agree that the Company, shall be entitled to seek, (in addition to other legal remedies, monetary damages, or other available forms of relief), a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.

14.

Return of Property. You agree that all property (including without limitation all equipment, tangible proprietary information, documents, records, electronic communications, notes, contracts and computer-generated materials) furnished to or created or prepared by you incident to your employment belongs to the Company and/or its affiliates and shall be promptly returned to the Company upon termination of your employment, or immediately if requested during your employment. You further agree that any property situated on the Company’s premises or systems and owned or operated by or on behalf of the Company, including disks, CDs and other storage media, email accounts, virtual file storage, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving your employment with the Company, you will cooperate with the Board in completing and signing the Company’s Certificate of Compliance Post Termination, a copy of which is attached to as Exhibit 3 to the PIIA. You agree that your obligation to return property shall apply if you use any personal device, method of communication, or data source or storage, for any Company purpose, such that you will promptly make available at any time to the Company or the Board any such personal device for inspection by the Company or the Board and for deletion of any Company information contained therein.

15.

Definitions

“Accrued Obligations” means your (a) accrued but unpaid Base Salary and vacation through the date of termination; (b) any unreimbursed business expenses incurred by you payable in accordance with the Company’s standard expense reimbursement policies; and (c) benefits owed to you under any qualified retirement plan or health and welfare benefit plan in which you were a participant in accordance with applicable law and the provisions of such plan.

“Cause” means the Board’s good faith determination that any of the following has occurred: (a) your intentional, unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates which such use or disclosure causes material harm to the Company or its affiliates, including reputational harm; (b) your acting in a manner which you intend or reasonably could foresee to be materially detrimental or damaging to the Company’s or any of its affiliate’s reputation, business operations or relations with its employees, investors or others with whom it does business; (c) any material act of dishonesty, fraud, or other act of moral turpitude by you that adversely affects the Company or its affiliates; (d) your conviction of, or plea of “guilty” or “no contest” to a felony under the laws of the United States or any state thereof or the laws of any other jurisdiction applicable to you; (e) a material breach by you of any written agreement between you and the Company or its affiliates, or a material failure to comply with the written policies or rules of the Company or its affiliates that are applicable to you. The Company will provide you with written notice of termination for Cause describing the act or omission that constitutes grounds for Cause. Solely with respect to clause (e) above, you shall have a period of thirty (30) days during which you may cure such act or omission. If you do not cure the act or omission, or the same or similar conduct should re-occur after the end of the thirty (30) day cure period, the Board may terminate your employment for Cause. With respect to act or omission that is not susceptible to cure the Board may terminate your employment for Cause immediately upon notice. The Board reserves the right to place you on administrative suspension (with pay) pending investigation of any allegations that might give rise to a finding of Cause.

“Competitive Capacity” means any capacity, directly or indirectly, (a) in which you are to provide services that are the same or similar to the services you provided to the Company within the two years prior the termination of your employment with the Company, (b) that would inevitably require disclosure of the Company’s trade secrets or confidential and proprietary information to any Competitor; or (c) would result in you using your knowledge about the Company to provide any Competitor with a competitive advantage over the Company.

“Competing Product” means any product or service in existence (or under active development at the time of your termination from the Company), which is substantially similar to, may be substituted for, or applied to substantially similar end use of the products of the Company.

“Competitor” means any business, individual, partnership, firm, corporation or other entity which wholly or in any significant part engages or is preparing to engage in any business competing with the Company.

“Disability” means termination because you are unable, due to a physical or mental condition, to perform the essential functions of your position with or without reasonable accommodation for ninety (90) days consecutively or one hundred and eighty (180) days in the aggregate during any twelve (12) month period or the Board makes such determination (at their sole discretion), based on the written certification by two (2) licensed physicians, of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.

“Good Reason” means, notwithstanding any rights the Company has under Section 1 or Section 2 of this Agreement, in each case without your written consent, (a) a reduction in your Base Salary, other than a reduction of not more than ten percent (10%) that is implemented as part of a general reduction in base salary for similarly situated employees; (b) a reduction in your Annual Bonus target at any time prior to the fiscal year ending March 31, 2026, other than a reduction of not more than ten percent (10%) that is implemented as part of a general reduction in bonus potential for similarly situated employees; (c) a material, detrimental change to your job duties, responsibilities, or authority; (d) a material breach by the Company of a material provision of this Agreement; or (e) a change in your principal work location to a location that is more than thirty (30) miles from the position set forth in Section 2 or your then-current business location. In the event that you believe Good Reason exists, then you must provide the Board with written notice no later than sixty (60) days after such condition that you claim constitutes Good Reason occurs, specifying the alleged Good Reason condition. The Company or the Board will have thirty (30) days to cure such condition and, if the Company or the Board has not cured such event or condition, you must terminate your services within thirty (30) days after the end of such thirty (30) day cure period unless you rescind the notice of Good Reason. The Board may place you on paid leave for up to ninety (90) days while it determines whether there is a basis to terminate your employment for Cause, which action will not constitute Good Reason.

“Restricted Period” means the period in which you are employed or engaged by the Company and for a period of twelve (12) months thereafter.

“Restricted Territory” means any state, city, county, territory or similar geographic subdivision where you had a presence or influence, or had engaged in the business related to the Company’s products, in the final two years of your employment with the Company.

“Severance Benefits” means (a) an amount equal to your then Base Salary for six (6) months, less all applicable withholdings and deductions, to be paid in equal installments over a period of six (6) months in accordance with the Company’s regular payroll practices beginning on the Company’s first scheduled payroll date after the Release Effective Date (defined below), with the first installment including any amount that would otherwise have been due prior to the Release Effective Date and (b) if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement for the monthly COBRA premiums paid by you for you and your dependents at a rate equal to the amount the Company would have paid if you remained an active employee of the Company; provided, however, that you shall only be eligible to receive such reimbursement until the earliest of: (i) the six (6) month anniversary of the termination date and (ii) the date on which you become eligible to receive substantially similar coverage from another employer or other source.

16.

Assignment. Your obligations hereunder are personal, and you shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement. This Agreement may be freely assigned or transferred by the Company without your consent; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets. Subject to the foregoing restriction on assignment by you, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Company; and your heirs, devisees, spouses, legal representatives and successors. For the avoidance of doubt, any portion of Cash Award to which you are entitled upon a termination due to death or Disability under Section 3(c) shall be due and payable to your heirs, successors and assigns.

17.

Severability. If any provision of this Agreement, including any of the Exhibits, shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law. You and the Company further agree that any arbitrator or court of competent jurisdiction is expressly authorized to modify any unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, by adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of you and the Company as embodied herein to the maximum extent permitted by law.

18.

Taxes. All amounts paid under this Agreement shall be paid less all applicable state and federal tax withholdings (if any) and any other withholdings required by any applicable jurisdiction or authorized by you.

19.

Governing Law. This Agreement, the legal relations between the parties, and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the laws of the state where you principally reside and work, without regard to conflicts of law doctrines that require application of another law.

20.

Dispute Resolution. Any dispute, claim or controversy arising out of or relating to the PIIA and/or claims for misappropriation of trade secrets, breach of fiduciary duty or related tortious conduct, your breach of restrictive covenants, including non-competition or non-solicitation, shall (unless the Company elects arbitration) be brought and exclusively decided in the federal or state courts of the state where you principally reside and work, where you expressly agree to personal jurisdiction. All other disputes, claims or controversies between the parties shall be determined by arbitration in the state where you principally reside and work before a single arbitrator, who shall serve as a neutral, independent, and impartial arbitrator. The arbitration shall be administered by JAMS pursuant to its Employment Arbitration Rules and Procedures. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. This clause shall not preclude any party from seeking provisional relief, such as injunctive or similar non-monetary equitable relief, injunctive or similar nonmonetary equitable relief in a court of competent jurisdiction. No arbitration will be deemed commenced, nor will the time to respond to any arbitration demand begin to run unless and until a party serves a notice of intent to arbitrate in the same manner as a summons or by registered or certified mail. The Parties shall maintain the confidential nature of the arbitration proceeding and the award rendered by the arbitrators, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. For the purposes of Rule 6 of the JAMS Employment Arbitration Rules and Procedures, the Parties agree that if more than one arbitration is filed with JAMS arising out of or relating to this Agreement, the PIIA or (in each case) the breach, termination, enforcement, interpretation or validity thereof, JAMS may consolidate such Arbitrations pursuant to Rule 6(e), notwithstanding the choice of law governing each such agreement. The parties agree that each will bear their own costs and attorneys’ fees, except that the arbitration panel will have the authority to award statutory prevailing party fees if applicable. The decision of the arbitrator shall otherwise be final and binding on the parties, except as otherwise provided by law. The parties understand and agree that by entering into this agreement to arbitrate, they are waiving the right to a trial by jury.

21.

Survival. You agree that any and all of your obligations under this Agreement shall survive the termination of employment and the termination of this Agreement.

22.

Entire Agreement. This Agreement (including its Exhibits) are intended to be the final, complete, and exclusive statement of the terms of your employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof, including, but not limited to the Prior Employment Agreement and any amendments thereto. For the avoidance of doubt, for the purposes of this Agreement, Good Reason is based on your duties, responsibilities, and authority as of immediately following the Closing Date. Any changes in your title, duties, responsibilities, or authorities as a result of, or in connection with, the Transactions shall not constitute “Good Reason” as such term was defined in the Prior Employment Agreement, any amendments thereto or any other related agreements entered into as part of your employment. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to you and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in your duties, position, or compensation will not affect the validity or scope of this Agreement. In the event of a conflict between this Agreement and an Exhibit, the agreement that provides the most protection to the Company will control.

We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both the offer letter below and Exhibit A, and returning them to Alex Clavel. This offer is valid until March 31, 2023.

	Sincerely,

	Signature:	/s/ Alex Clavel
	Name:	Alex Clavel
	Title:	CEO, Backgammon Acquisition Corp.

I have read this Agreement and accept the Company’s offer of employment pursuant to the terms of the Agreement:

Signature /s/ Thomas Wagner Date 3/23/2023

Exhibit (d)(5)

CONFIDENTIAL

March 23, 2023

Mark Fidler

Re: Offer Letter

Dear Mr. Fidler,

B. You and Berkshire Grey previously entered into an Offer Letter (the “Prior Offer Letter”) dated August 25, 2020; and

C. The Company wishes to continue your employment following the Transactions and you wish to continue to be employed following the Transactions.

Effective Date; At Will Employment. This Agreement shall become effective on the date of closing of the Transactions contemplated by the Merger Agreement (the “Closing Date”) and shall supersede the Prior Offer Letter (and any amendments thereto). In the event the Merger Agreement is terminated, this Agreement shall be null and void and shall have no force or effect on any party. Your employment with the Company shall be “at will” at all times. The Company may terminate your employment at any time, with or without advance notice, and with or without Cause, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. In addition, the terms and conditions of your employment at the Company, including those described in this Agreement, can be modified at any time, subject to your Good Reason rights.

Position. You will be employed full-time as the Company’s Chief Financial Officer. Your responsibilities as the Company’s Chief Financial Officer shall include, but are not limited to, such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional, fewer or alternative duties now or hereafter and/or otherwise reasonably assigned to you in good faith, subject to reasonable direction of the Company, and you agree to devote substantially all of your business efforts and time to the advancement and business interests of the Company and its Parent as a whole. This position will initially report to the Company’s Chief Executive Officer. Your principal working location will be in Bedford, Massachusetts, although you will engage in periodic business travel.

Compensation.

Base Salary: You will be paid an annual base salary of $375,000 payable in accordance with the Company’s standard payroll schedule on a semi-monthly basis, subject to withholding for applicable taxes and other deductions.

Annual Bonus. You will be eligible to receive a discretionary annual bonus with a target of 65% of your then current annual base salary, less applicable taxes, deductions and withholdings. Your actual bonus payout, if any, may depend on factors such as Company’s financial performance and the Company’s assessment of your group or individual performance. You acknowledge that you will not acquire a right to receive a bonus, nor shall the Company come under such an obligation, merely by virtue of you having received one or more bonus payments during the course of your employment. Subject to your Good Reason rights, the Company may at any time amend the terms of any bonus payment or plan, including, but not limited to, increase or decrease the bonus opportunity, or withdraw the scheme in its entirety, in each case whether generally or solely in relation to you. The performance period for your 2023 bonus will be January 1, 2023 through March 31, 2024. The performance period for annual bonuses after fiscal year 2023 is April 1 through March 31 of the applicable year. You must be employed by the Company on the last day of the fiscal year in order to be eligible to receive your bonus.

Long-Term Deferred Cash Award. You will receive an award in the aggregate amount of $2,153,847 (the “Cash Award”), which shall be paid, subject to your continued employment with the Company (the “Payment Schedule”) as follows: (i) 15% as soon as reasonably practicable following the closing of the Transactions, (ii) 20% as soon as reasonably practicable following March 1, 2024, and (iii) the remaining 65% to be paid in equal installments as soon as reasonably practicable following each monthly anniversary for 36 months thereafter. If, at any time within the one-year period following the Closing Date, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 100% of the remaining, unpaid Cash Award shall be paid as soon as reasonably practicable (but not later than 60 days) following the termination date. In addition, if, at any time during the period after the one-year anniversary of the Closing Date, but before the date on which the Cash Award has been paid in full, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 50% of the unpaid portion of the Cash Award shall be paid as soon as reasonably practicable (but not later than 60 days) following the termination date (for the avoidance of doubt, any remaining unpaid portion of the Cash Award shall be forfeited immediately following such termination of employment). Any payment in respect of the Cash Award after your termination of employment shall be subject to your execution of the Release (as defined below), your compliance with the terms and conditions of the Release and shall be paid only following the effectiveness of the Release. Any payment in respect of the Cash Award shall be less applicable taxes, deductions and withholdings.

Termination of Employment. Upon a termination of your employment for any reason, the Company will pay you the Accrued Obligations.

Termination by the Company without Cause or Resignation by You for Good Reason. If the Company terminates your employment at any time without Cause or if you resign your employment with the Company for Good Reason, then you shall be eligible to receive: (a) the Accrued Obligations, payable on the first payroll date after your date of termination, (b) any portion of the Cash Award to which you are entitled under Section 3(c), and (c) the Severance Benefits, provided that: (i) by the sixtieth (60th) day following the date of your termination of employment from the Company, you have signed and delivered to the Company a separation agreement containing (A) an effective, general release of claims in favor of the Company and its affiliates and representatives, in the form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”) and (B) a non-competition agreement on terms identical to those set forth in the first two sentences of Section 8(a) (and applicable portions of Section 15) hereof; (ii) if you hold any other positions with the Company or any affiliate, including a position on any board, you resign such position(s) to be effective no later than the date of your termination (or such other date as requested by the Company); (iii) you return all Company property and comply with your post-termination obligations under this Agreement and the PIIA (as defined below); and (iv) you comply with the terms of the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two (2) calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. Any Severance Benefits provided to you are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company benefit or severance plan, policy or program.

Termination for Any Other Reason. In the event that (i) the Company terminates your employment for Cause, (ii) the Company terminates your employment by reason of death or Disability or (iii) you terminate your employment with the Company without Good Reason, you will not receive the Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the Company shall provide to you the Accrued Obligations and, as it pertains to a termination due to death or Disability, any portion of the Cash Award to which you are entitled under Section 3(c).

Non-Competition.

10.

11.

No Prior Restrictions. You represent to the Company that you are not bound by the terms of a non-competition or any other agreement with a former employer or other third party, or any other order, judgment or decree of any kind, which would preclude you from being employed by Company or which would impair your ability to perform your duties for Company. You agree that you shall not disclose to Company, or otherwise use in connection with the services you render on behalf of Company, any confidential or other proprietary information belonging to a former employer or other third party. You represent and warrant that you have returned to all prior employers any and all of their confidential or proprietary information or other property.

12.

No Conflict. You represent and acknowledge that you have been previously advised by the Company to review your post-employment obligations, if any, to third parties and hereby confirm that you have done so. You agree to comply with all lawful obligations, including any lawful obligation not to disclose the confidential and proprietary information of your prior employer. You understand that the Company is not seeking to hire you for the purpose of obtaining confidential or proprietary information of any third party. You represent and warrant that your execution of this Agreement, employment with the Company, and performance of your proposed duties under this Agreement shall not violate any obligations you may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity. You further confirm that you will not and have not transferred, removed or copied any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer(s) without written authorization from your current or former employer(s), and that you will not use or disclose any such documents or proprietary data or materials during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you must discuss those questions with your current or former employer(s) before removing or copying any documents or information. If you receive any letter, complaints, or other communications from any third party relating to your post-employment obligations, you will immediately notify your manager. The Company expects you to strictly and fully comply with this Section. Failure to do so may result in your immediate termination of employment.

13.

14.

Return of Property. You agree that all property (including without limitation all equipment, tangible proprietary information, documents, records, electronic communications, notes, contracts and computer-generated materials) furnished to or created or prepared by you incident to your employment belongs to the Company and/or its affiliates and shall be promptly returned to the Company upon termination of your employment, or immediately if requested during your employment. You further agree that any property situated on the Company’s premises or systems and owned or operated by or on behalf of the Company, including disks, CDs and other storage media, email accounts, virtual file storage, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving your employment with the Company, you will cooperate with the Company in completing and signing the Company’s Certificate of Compliance Post Termination, a copy of which is attached to as Exhibit 3 to the PIIA. You agree that your obligation to return property shall apply if you use any personal device, method of communication, or data source or storage, for any Company purpose, such that you will promptly make available at any time to the Company any such personal device for inspection by the Company and for deletion of any Company information contained therein.

15.

Definitions

“Cause” means the Board’s good faith determination that any of the following has occurred: (a) your intentional, unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates which such use or disclosure causes material harm to the Company or its affiliates, including reputational harm; (b) your acting in a manner which you intend or reasonably could foresee to be materially detrimental or damaging to the Company’s or any of its affiliate’s reputation, business operations or relations with its employees, investors or others with whom it does business; (c) any material act of dishonesty, fraud, or other act of moral turpitude by you that adversely affects the Company or its affiliates; (d) your conviction of, or plea of “guilty” or “no contest” to a felony under the laws of the United States or any state thereof or the laws of any other jurisdiction applicable to you; (e) a material breach by you of any written agreement between you and the Company or its affiliates, or a material failure to comply with the written policies or rules of the Company or its affiliates that are applicable to you. The Company will provide you with written notice of termination for Cause describing the act or omission that constitutes grounds for Cause. Solely with respect to clause (e) above, you shall have a period of thirty (30) days during which you may cure such act or omission. If you do not cure the act or omission, or the same or similar conduct should re-occur after the end of the thirty (30) day cure period, the Company may terminate your employment for Cause. With respect to act or omission that is not susceptible to cure, the Company may terminate your employment for Cause immediately upon notice. The Company reserves the right to place you on administrative suspension (with pay) pending investigation of any allegations that might give rise to a finding of Cause.

“Disability” means termination because you are unable, due to a physical or mental condition, to perform the essential functions of your position with or without reasonable accommodation for ninety (90) days consecutively or one hundred and eighty (180) days in the aggregate during any twelve (12) month period or the Company makes such determination (at their sole discretion), based on the written certification by two (2) licensed physicians, of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.

“Restricted Period” means the period in which you are employed or engaged by the Company and for a period of twelve (12) months thereafter.

16.

17.

18.

19.

20.

21.

Survival. You agree that any and all of your obligations under this Agreement shall survive the termination of employment and the termination of this Agreement.

22.

Entire Agreement. This Agreement (including its Exhibits) are intended to be the final, complete, and exclusive statement of the terms of your employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof, including, but not limited to the Prior Offer Letter and any amendments thereto. For avoidance of doubt, for the purposes of this Agreement, Good Reason is based on your duties, responsibilities, and authority as of immediately following the Closing Date. Any changes in your title, duties, responsibilities, or authorities as a result of, or in connection with, the Transactions shall not constitute “Good Reason” as such term was defined in the Prior Offer Letter, any amendments thereto or any other related agreements entered into as part of your employment. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to you and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in your duties, position, or compensation will not affect the validity or scope of this Agreement. In the event of a conflict between this Agreement and an Exhibit, the agreement that provides the most protection to the Company will control.

	Sincerely,

	Signature:	/s/ Alex Clavel
	Name:	Alex Clavel

I have read this Agreement and accept the Company’s offer of employment pursuant to the terms of the Agreement:

Signature /s/ Mark Fidler Date 3/23/2023

Exhibit (d)(6)

CONFIDENTIAL

March 23, 2023

Steven Johnson

Re: Offer Letter

Dear Mr. Johnson,

B. You and Berkshire Grey previously entered into an Employment Agreement (the “Prior Employment Agreement”) dated October 28, 2019; and

C. The Company wishes to continue your employment following the Transactions and you wish to continue to be employed following the Transactions.

Effective Date; At Will Employment. This Agreement shall become effective on the date of closing of the Transactions contemplated by the Merger Agreement (the “Closing Date”) and shall supersede the Prior Employment Agreement (and any amendments thereto). In the event the Merger Agreement is terminated, this Agreement shall be null and void and shall have no force or effect on any party. Your employment with the Company shall be “at will” at all times. The Company may terminate your employment at any time, with or without advance notice, and with or without Cause, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. In addition, the terms and conditions of your employment at the Company, including those described in this Agreement, can be modified at any time, subject to your Good Reason rights.

Position. You will be employed full-time as the Company’s President and Chief Operating Officer. Your responsibilities as the Company’s President and Chief Operating Officer shall include, but are not limited to, such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional, fewer or alternative duties now or hereafter and/or otherwise reasonably assigned to you in good faith, subject to reasonable direction of the Company, and you agree to devote substantially all of your business efforts and time to the advancement and business interests of the Company and its Parent as a whole. This position will initially report to the Company’s Chief Executive Officer. Your principal working location will be in Bedford, Massachusetts, although you will engage in periodic business travel.

Compensation.

Annual Bonus. You will be eligible to receive a discretionary annual bonus with a target of 70% of your then current annual base salary, less applicable taxes, deductions and withholdings. Your actual bonus payout, if any, may depend on factors such as Company’s financial performance and the Company’s assessment of your group or individual performance. You acknowledge that you will not acquire a right to receive a bonus, nor shall the Company come under such an obligation, merely by virtue of you having received one or more bonus payments during the course of your employment. Subject to your Good Reason rights, the Company may at any time amend the terms of any bonus payment or plan, including, but not limited to, increase or decrease the bonus opportunity, or withdraw the scheme in its entirety, in each case whether generally or solely in relation to you. The performance period for your 2023 bonus will be January 1, 2023 through March 31, 2024. The performance period for annual bonuses after fiscal year 2023 is April 1 through March 31 of the applicable year. You must be employed by the Company on the last day of the fiscal year in order to be eligible to receive your bonus.

Conversion of Equity Awards. You acknowledge and agree that, on October 28, 2019, Berkshire Grey and you entered into a Restricted Stock Award Agreement, pursuant to which you acquired an aggregate of 7,003,438 shares of Berkshire Grey’s common stock (after conversion in connection with the de-SPAC transaction between Berkshire Grey and the legacy Berkshire Grey) under the Berkshire Grey Inc. 2013 Stock Option and Incentive Plan (the “Restricted Stock Agreement”), of which, 1,023,825 shares of Berkshire Grey’s common stock have since been repurchased by Berkshire Grey.

You further acknowledge and agree that, at the Effective Time (as defined in the Merger Agreement), any restricted shares subject to the Restricted Stock Agreement that are unvested as of immediately prior to the Effective Time shall be immediately and automatically canceled and in exchange therefor as purchase price you will receive a contingent cash amount equal to the number of such unvested restricted shares subject to such Restricted Stock Agreement multiplied by the Merger Consideration (as defined in the Merger Agreement) (the “Converted Cash Value”). The Converted Cash Value represents payment of purchase price for the unvested restricted shares under the Restricted Stock Agreement and not a new compensatory award.

Notwithstanding anything to the contrary in the Restricted Stock Agreement, you will receive the Converted Cash Award as follows:

(i)

$817,076 (as of the date hereof, but which amount will be reduced based on vesting that occurs between the date hereof and the Closing Date with the amount of any such reduction being instead paid to you at Closing in consideration of your vested shares) representing the portion of the Converted Cash Value associated with restricted shares that are solely subject to time-vesting conditions (i.e., 583,626 shares as of the date hereof), shall be paid in cash in equal monthly installments on the last day of each of month ending after the Closing Date through a final installment on October 31, 2023 (corresponding to the vesting schedule set forth in the Restricted Stock Agreement), subject to your continued employment with the Company through the applicable payment date; and

(ii)

$3,268,266 representing the portion of the Converted Cash Award associated with restricted shares that are subject to performance-vesting conditions (i.e., 2,334,476 shares as of the date hereof), shall be paid in cash, subject to your continued employment with the Company through the applicable payment date, as follows: (x) 25% on March 1, 2024 and (y) 1/48^th as soon as reasonably practicable following each monthly anniversary thereafter until full payment on March 1, 2027.

Notwithstanding anything to the contrary in this Agreement or the Restricted Stock Agreement, if:

(A)

prior to the 6-month anniversary of the Closing Date, your employment is terminated for any reason other than for Cause by the Company, then 50% of the unpaid portion of the Converted Cash Value shall be paid as soon as reasonably practicable (but not later than 30 days) following the termination date (for the avoidance of doubt, any remaining unpaid portion of the Converted Cash Value shall be forfeited immediately following such termination of employment);

(B)

at any time within the one-year period following the Closing Date, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 100% of the remaining, unpaid portion of the Converted Cash Value shall be paid as soon as reasonably practicable (but not later than 30 days) following the termination date; and

(C)

at any time during the period after the one-year anniversary of the Closing Date, but before the date on which the Converted Cash Value has been paid in full, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 50% of the unpaid portion of the Converted Cash Value shall be paid as soon as reasonably practicable (but not later than 30 days) following the termination date (for the avoidance of doubt, any remaining unpaid portion of the Converted Cash Value shall be forfeited immediately following such termination of employment).

Any payment in respect of the Converted Cash Value after your termination of employment shall be subject to your execution of the Release ( as defined below), your compliance with the terms and conditions of the Release and shall be paid only following the effectiveness of the Release. For the avoidance of doubt, in such circumstance, Section 7 and Section 11 of the Restricted Stock Agreement shall cease to apply.

Benefits. The Company offers a comprehensive benefits program that includes medical, dental, vision, life insurance, and long-term disability. You will be eligible for these programs on your date of hire. In addition, you may elect to participate in the 401(k) plan. These programs may be added, changed, or revoked from time to time in the Company’s discretion. In addition, the Company will reimburse you for the reasonable costs of a furnished corporate apartment within reasonable proximity to the Company’s office in Bedford, Massachusetts and the reasonable utility costs associated with such corporate apartment, in each case, consistent with monthly costs paid as of immediately prior to the Closing Date. You will be entitled to indemnification protection to the fullest extent permitted under the Company’s governing document and applicable State law.

Termination of Employment. Upon a termination of your employment for any reason, the Company will pay you the Accrued Obligations.

Termination by the Company without Cause or Resignation by You for Good Reason. If the Company terminates your employment at any time without Cause or if you resign your employment with the Company for Good Reason, then you shall be eligible to receive: (a) the Accrued Obligations, payable on the first payroll date after your date of termination and (b) the Severance Benefits, provided that: (i) by the sixtieth (60th) day following the date of your termination of employment from the Company, you have signed and delivered to the Company a separation agreement containing (A) an effective, general release of claims in favor of the Company and its affiliates and representatives, in the form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”) and (B) a non-competition agreement on terms identical to those set forth in the first two sentences of Section 8(a) (and applicable portions of Section 15) hereof; (ii) if you hold any other positions with the Company or any affiliate, including a position on any board, you resign such position(s) to be effective no later than the date of your termination (or such other date as requested by the Company); (iii) you return all Company property and comply with your post-termination obligations under this Agreement and the PIIA (as defined below); and (iv) you comply with the terms of the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two (2) calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. Any Severance Benefits provided to you are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company benefit or severance plan, policy or program.

Non-Competition.

10.

11.

12.

13.

14.

Return of Property. You agree that all property (including without limitation all equipment, tangible proprietary information, documents, records, electronic communications, notes, contracts and computer-generated materials) furnished to or created or prepared by you incident to your employment belongs to the Company and/or its affiliates and shall be promptly returned to the Company upon termination of your employment, or immediately if requested during your employment. You further agree that any property situated on the Company’s premises or systems and owned or operated by or on behalf of the Company, including disks, CDs and other storage media, email accounts, virtual file storage, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving your employment with the Company, you will cooperate with the Company in completing and signing the Company’s Certificate of Compliance Post Termination, a copy of which is attached to as Exhibit 3 to the PIIA. You agree that your obligation to return property shall apply if you use any personal device, method of communication, or data source or storage, for any Company purpose, such that you will promptly make available at any time to the Company any such personal device for inspection by the Company and for deletion of any Company information contained therein.

15.

Definitions

“Cause” means the Company’s good faith determination that any of the following has occurred: (a) your intentional, unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates which such use or disclosure causes material harm to the Company or its affiliates, including reputational harm; (b) your acting in a manner which you intend or reasonably could foresee to be materially detrimental or damaging to the Company’s or any of its affiliate’s reputation, business operations or relations with its employees, investors or others with whom it does business; (c) any material act of dishonesty, fraud, or other act of moral turpitude by you that adversely affects the Company or its affiliates; (d) your conviction of, or plea of “guilty” or “no contest” to a felony under the laws of the United States or any state thereof or the laws of any other jurisdiction applicable to you; (e) a material breach by you of any written agreement between you and the Company or its affiliates, or a material failure to comply with the written policies or rules of the Company or its affiliates that are applicable to you. The Company will provide you with written notice of termination for Cause describing the act or omission that constitutes grounds for Cause. Solely with respect to clause (e) above, you shall have a period of thirty (30) days during which you may cure such act or omission. If you do not cure the act or omission, or the same or similar conduct should re-occur after the end of the thirty (30) day cure period, the Company may terminate your employment for Cause. With respect to act or omission that is not susceptible to cure, the Company may terminate your employment for Cause immediately upon notice. The Company reserves the right to place you on administrative suspension (with pay) pending investigation of any allegations that might give rise to a finding of Cause.

“Disability” means termination because you are unable, due to a physical or mental condition, to perform the essential functions of your position with or without reasonable accommodation for ninety (90) days consecutively or one hundred and eighty (180) days in the aggregate during any twelve (12) month period or the Company makes such determination (at their sole discretion), based on the written certification by two (2) licensed physicians, of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.

“Good Reason” means, notwithstanding any rights the Company has under Section 1 or Section 2 of this Agreement, in each case without your written consent, (a) a reduction in your Base Salary, other than a reduction of not more than ten percent (10%) that is implemented as part of a general reduction in base salary for similarly situated employees; (b) a reduction in your Annual Bonus target at any time prior to the fiscal year ending March 31, 2026, other than a reduction of not more than ten percent (10%) that is implemented as part of a general reduction in bonus potential for similarly situated employees; (c) a material, detrimental change to your job duties, responsibilities, or authority; (d) a material breach by the Company of a material provision of this Agreement; or (e) a change in your principal work location to a location that is more than thirty (30) miles from the position set forth in Section 2 or your then-current business location. In the event that you believe Good Reason exists, then you must provide the Company with written notice no later than sixty (60) days after such condition that you claim constitutes Good Reason occurs, specifying the alleged Good Reason condition. The Company will have thirty (30) days to cure such condition and, if the Company has not cured such event or condition, you must terminate your services within thirty (30) days after the end of such thirty (30) day cure period unless you rescind the notice of Good Reason. The Company may place you on paid leave for up to ninety (90) days while it determines whether there is a basis to terminate your employment for Cause, which action will not constitute Good Reason. For the purposes of this Agreement, Good Reason is based on your duties, responsibilities, and authority as of immediately following the Closing Date.

“Restricted Period” means the period in which you are employed or engaged by the Company and for a period of twelve (12) months thereafter.

“Severance Benefits” means (a) an amount equal to your then Base Salary for twelve (12) months, less all applicable withholdings and deductions, to be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular payroll practices beginning on the Company’s first scheduled payroll date after the Release Effective Date (defined below), with the first installment including any amount that would otherwise have been due prior to the Release Effective Date and (b) if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement for the monthly COBRA premiums paid by you for you and your dependents at a rate equal to the amount the Company would have paid if you remained an active employee of the Company; provided, however, that you shall only be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) month anniversary of the termination date and (ii) the date on which you become eligible to receive substantially similar coverage from another employer or other source; (c) 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 of the Company; and (d) a prorated portion of the annual bonus payable with respect to the fiscal year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company; provided that if such termination occurs prior to the 6 month anniversary following the Closing Date, the full amount of the target bonus shall be payable to you on the Company’s first scheduled payroll date after the Release Effective Date.

16.

17.

18.

19.

20.

21.

Survival. You agree that any and all of your obligations under this Agreement shall survive the termination of employment and the termination of this Agreement.

22.

Entire Agreement. This Agreement (including its Exhibits) are intended to be the final, complete, and exclusive statement of the terms of your employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof, including, but not limited to the Prior Employment Agreement and any amendments thereto. For avoidance of doubt, for the purposes of this Agreement, Good Reason is based on your duties, responsibilities, and authority as of immediately following the Closing Date. Any changes in your title, duties, responsibilities, or authorities as a result of, or in connection with, the Transactions shall not constitute “Good Reason” as such term was defined in the Prior Employment Agreement, any amendments thereto or any other related agreements entered into as part of your employment. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to you and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in your duties, position, or compensation will not affect the validity or scope of this Agreement. In the event of a conflict between this Agreement and an Exhibit, the agreement that provides the most protection to the Company will control.

	Sincerely,

	Signature:	/s/ Alex Clavel
	Name:	Alex Clavel
	Title:	CEO, Backgammon Acquisition Corp.

I have read this Agreement and accept the Company’s offer of employment pursuant to the terms of the Agreement:

Signature /s/ Steven Johnson Date March 24, 2023

Exhibit 107

Calculation of Filing Fee Tables

Schedule 13E-3

(Form Type)

Berkshire Grey, Inc.

Softbank Group Corp.

Backgammon Acquisition Corp.

Backgammon Investment Corp.

SVF II BG (DE) LLC

SVF II Holdings (DE) LLC

SoftBank Vision Fund II-2 L.P.

SVF II Aggregator (Jersey) L.P.

SB Global Advisers Limited

(Exact Name of Registrant and Name of Persons Filing Statement)

Table 1 - Transaction Valuation

	Transaction Valuation			Fee Rate		Amount of Filing Fee
Fees to be Paid	$	372,860,676	(1)(2)		0.0001102	$	41,089.25	(2)
Fees Previously Paid	$	0					0
Total Transaction Valuation	$	372,860,676
Total Fees Due for Filing						$	41,089.25
Total Fees Previously Paid							0
Total Fee Offsets							41,089.25	(3)
Net Fee Due						$	0

Table 2 - Fee Offset Claims and Sources

Registrant
or Filer
Name

Form
or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee
Offset
Claimed

Fee Paid
with Fee
Offset Source

Fee Offset Claims

PREM 14A

001-39768

May 2, 2023

$41,089.25

Fee Offset Sources

Berkshire Grey, Inc.

PREM 14A

001-39768

May 2, 2023

$41,089.25

(1)	Aggregate number of securities to which transaction applies: As of April 10, 2023, the maximum number of securities of Berkshire Grey, Inc. (the “Company”) to which this transaction applies is estimated to be 288,469,825, which consists of (a) 233,893,488 shares of the Company’s class A common stock, par value $0.0001 per share (the “Class A common stock”), entitled to receive the per share merger consideration of $1.40 (the “Merger Consideration”); (b) 5,750,000 shares of the Company’s class C common stock, par value $0.0001 per share (the “Class C common stock”), entitled to receive the Merger Consideration; (c) 2,845,151 shares of Class A common stock underlying outstanding restricted stock, a portion of which are subject to performance-based vesting and a portion of which are subject to time-based vesting, entitled to receive the Merger Consideration (assuming satisfaction of all applicable time-based conditions and maximum achievement of all applicable performance conditions); (d) 13,307,496 shares of Class A common stock underlying outstanding restricted stock units, a portion of which are subject to time-based vesting, entitled to receive the Merger Consideration (assuming satisfaction of all applicable time-based conditions); (e) 17,923,730 shares of Class A common stock underlying outstanding stock options entitled to receive the Merger Consideration minus any applicable exercise price; and (f) 14,749,960 shares of Class A common stock underlying outstanding warrants, which may be entitled to receive approximately $0.38 per warrant.

(2)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of April 10, 2023, the underlying value of the transaction was calculated based on the sum of (a) the product of 233,893,488 shares of Class A common stock and the Merger Consideration; (b) the product of 5,750,000 shares of Class C common stock and the merger consideration; (c) the product of 2,845,151 shares of Class A common stock underlying outstanding restricted stock and the Merger Consideration (assuming satisfaction of all applicable time-based conditions and maximum achievement of all applicable performance conditions); (d) the product of 13,307,496 shares of Class A common stock underlying outstanding restricted stock units and the Merger Consideration (assuming satisfaction of all applicable time-based conditions); (e) the product of 17,923,730 shares of Class A common stock underlying outstanding stock options and $0.51 per share (which is the difference between the Merger Consideration and the weighted average exercise price of $0.89 per share); and (f) the product of 14,749,960 shares of Class A common stock underlying outstanding warrants and $0.38 (which is the difference between the Merger Consideration of $1.40 and the estimated, as-adjusted exercise price of $1.02). In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00011020.

(3)	The Company previously paid $41,089.25 upon the filing of its Preliminary Proxy Statement on Schedule 14A on May 2, 2023 in connection with the transaction reported hereby.