INDEMNITY AGREEMENTIndemnity Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 7, 2020, by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and Phyllis R. Caldwell (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2020, is made and entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), RAAC Management LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 7, 2020, by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
25,000,000 Units Revolution Acceleration Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
ACCELERATION ACQUISITION CORPORATION Wilmington, DE 19801Revolution Acceleration Acquisition Corp • November 20th, 2020 • Blank checks • New York
Acceleration Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer AAC Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as us
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), RAAC Management LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT REVOLUTION ACCELERATION ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • June 10th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between Berkshire Grey, Inc., a Delaware corporation (the “Company”), and [__] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among SOFTBANK GROUP CORP., BACKGAMMON ACQUISITION CORP. and BERKSHIRE GREY, INC. Dated as of March 24, 2023Agreement and Plan of Merger • March 24th, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Delaware
This Agreement and Plan of Merger (the “Agreement”), dated as of March 24, 2023, is by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“Parent”), Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Berkshire Grey, Inc., a Delaware corporation (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • October 5th, 2022 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of October 5, 2022, by and between BERKSHIRE GREY, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2021 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2021, is made and entered into by and among Berkshire Grey, Inc., a Delaware corporation (the “Company”) (formerly known as Revolution Acceleration Acquisition Corp), RAAC Management LLC, a Delaware limited liability company (the “Sponsor”), Steven A. Museles, Phyllis R. Caldwell, Jason M. Fish, Andrew Wallace (together with Mr. Museles, Ms. Caldwell and Mr. Fish the “RAAC Holders”), and certain former stockholders of Berkshire Grey Operating Company, Inc., a Delaware corporation (“Target”) (formerly known as Berkshire Grey, Inc.), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the RAAC Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among REVOLUTION ACCELERATION ACQUISITION CORP PICKUP MERGER CORP and BERKSHIRE GREY, INC. dated as of February 23, 2021Agreement and Plan of Merger • February 24th, 2021 • Revolution Acceleration Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (“Acquiror”), Pickup Merger Corp, a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Berkshire Grey, Inc., a Delaware corporation (the “Company”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 7, 2020, is entered into by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and RAAC Management LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT REVOLUTION ACCELERATION ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 7, 2020Warrant Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 7, 2020, is by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2022 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2022, by and between BERKSHIRE GREY, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Revolution Acceleration Acquisition Corp Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the P
Re: Offer LetterBerkshire Grey, Inc. • May 2nd, 2023 • General industrial machinery & equipment, nec
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2021 • Revolution Acceleration Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 23, 2021, by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (“RAAC”), and the undersigned subscriber (the “Investor”).
BERKSHIRE GREY, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT March 24, 2023Convertible Note Purchase Agreement • March 24th, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • New York
This Convertible Note Purchase Agreement (this “Agreement”) is made and entered into as of March 24, 2023 by and between Berkshire Grey, Inc., a Delaware corporation (the “Company”), and Backgammon Investment Corp., a wholly and directly owned subsidiary of Parent, a Delaware corporation (the “Purchaser”).
MASTER AGREEMENT FORMaster Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec
This Master Agreement for Automated Material Handling Solution Acquisition, Installation and Implementation (“Master Agreement”), effective as of January 31, 2018 (“Effective Date”), is made and entered into by and between Berkshire Grey, Inc., a Delaware Corporation, with offices at 10 Maguire Road, Suite 190, Lexington, Massachusetts 02142 (“Contractor”), and Target Corporation, a Minnesota corporation, with its principal office at 1000 Nicollet Mall, Minneapolis, Minnesota 55403, including its subsidiaries and affiliated entities (“Target”). Contractor and Target, each a “Party” and, collectively, the “Parties”.
COMPANY STOCKHOLDERS SUPPORT AGREEMENTCompany Stockholders Support Agreement • February 24th, 2021 • Revolution Acceleration Acquisition Corp • Blank checks • Delaware
This Company Stockholders Support Agreement (this “Agreement”) is dated as of February 23, 2021, by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Berkshire Grey, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec • Massachusetts
This Employment Agreement (the “Agreement”), is made and entered into this 28th day of October, 2019 (the “Effective Date”), by and between BERKSHIRE GREY, INC., a Delaware corporation (“Company”), and STEVEN JOHNSON (“Executive”).
rINVESTMENT MANAGEMENT TRUST AGREEMENTManagement Trust Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Revolution Acceleration Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REVOLUTION ACCELERATION ACQUISITION CORP Washington, D.C. 20036Revolution Acceleration Acquisition Corp • November 20th, 2020 • Blank checks • New York
Revolution Acceleration Acquisition Corp (f/k/a Acceleration Acquisition Corporation), a Delaware corporation (the “Company”), is pleased to accept the offer RAAC Management LLC (f/k/a AAC Management LLC), a Delaware limited liability company (the “Subscriber” or “you”), has made to exchange (the “Exchange”) 4,791,667 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Founder Shares”) that the Subscriber currently holds, for 5,750,000 shares of Class C common stock, $0.0001 par value per share, of the Company (the “Alignment Shares”), up to 750,000 of which will be subject to forfeiture by the Subscriber if the underwriter of the Company’s initial public offering of its securities (“IPO”) does not fully exercise its over-allotment option (the “Over-allotment Option”). Immediately following the Exchange, you will continue to hold 3,833,333 Founder Shares, up to 500,000 of which will be subject to forfeiture by you if the underwriter of the IPO does not ful
INDEMNITY AGREEMENTIndemnity Agreement • July 27th, 2021 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 20__, by and between Berkshire Grey, Inc., a Delaware corporation (the “Company”), and [__] (“Indemnitee”).
Revolution Acceleration Acquisition Corp Washington, D.C. 20036Letter Agreement • December 10th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
This letter agreement by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and RAAC Management LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-250850) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
TECHNOLOGY ACCELERATION AGREEMENTTechnology Acceleration Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec • California
This Technology Acceleration Agreement (including the Statement of Work attached hereto as Exhibit A, and any other exhibits and appendices attached hereto, collectively, the “Agreement”), effective as of 6th June, 2019 (“Effective Date”), is by and between Berkshire Grey, Inc., a Delaware corporation, with its principal place of business located at 10 Maguire Road, Building 4, Suite 190, Lexington, MA 02421 (“Berkshire Grey”) and SoftBank Robotics Corp., with a principal place of business located at 1-9-2 Higashi-shimbashi,Minato-ku,Tokyo JAPAN (“SoftBank”).
PROJECT AGREEMENT FORProject Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec
This Project Agreement for Automated Material Handling Solution Acquisition, Installation and Implementation – [***] (“Project Agreement”), effective as of January 31, 2018 (“PA Effective Date”), is made and entered into by and between Berkshire Grey, Inc., a Delaware Corporation, with offices at 10 Maguire Road, Suite 190, Lexington, Massachusetts 02142 (“Contractor”), and Target Corporation, a Minnesota corporation, with its principal office at 1000 Nicollet Mall, Minneapolis, Minnesota 55403, including its subsidiaries and affiliated entities (“Target”). Contractor and Target, each a “Party” and, collectively, the “Parties”
AMENDMENT NUMBER 1 TO PROJECT AGREEMENTProject Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec
This Amendment (“Amendment”) by and between Target Corporation (“Target”) and Berkshire Grey, Inc (“Supplier”) is effective as of April 11, 2019 and amends Project Agreement for Automated Material Handling Solution Acquisition, Installation and Implementation [***], effective as of January 31, 2018 (“Agreement”).
MASTER PURCHASE AND LICENSE AGREEMENTMaster Purchase and License Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec • California
This Master Purchase and License Agreement is entered into as of 6th June, 2019 (the “Effective Date”) by and between Berkshire Grey, Inc., a Delaware corporation (“Berkshire Grey”) whose principal place of business is located at 10 Maguire Road, Building 4, Suite 190, Lexington, MA 02421 and SoftBank Robotics Corp., a Japanese Corporation] whose principal address is located at [1-9-2 Higashi-shimbashi,Minato-ku,Tokyo JAPAN (“Customer” or “SoftBank”). The agreement between the Parties consists of this Master Purchase and License Agreement, any mutually executed statement of work, a form of which is attached hereto as Exhibit A (each, an “SOW”) and all other exhibits and appendices attached hereto (collectively, the “Agreement”). The Parties have caused their duly authorized representatives to execute and be bound by this Agreement as of the Effective Date.
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2021 • Revolution Acceleration Acquisition Corp • General industrial machinery & equipment, nec • Massachusetts
THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is entered into as of October 25, 2013, between Berkshire Grey, Inc., a Delaware corporation, with a principal place of business at c/o Rich May, P.C., 176 Federal Street, Boston, MA 02110 (the "Company") and Thomas Wagner, an individual, with an address of 97 Alden Road, Concord, MA 01742 (the "Employee").
TRANSACTION AGREEMENT Dated as of July 29, 2022 by and between BERKSHIRE GREY, INC. and FCJI, INC.Transaction Agreement • August 2nd, 2022 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Delaware
This TRANSACTION AGREEMENT, dated as of July 29, 2022 (this “Agreement”), is by and between Berkshire Grey, Inc., a Delaware corporation (the “Company”), and FCJI, Inc., an Ohio corporation (“Investor”).
Re: Offer LetterRestricted Stock Agreement • May 2nd, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec
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”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 24th, 2023 • Berkshire Grey, Inc. • General industrial machinery & equipment, nec • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2023, by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“Parent”), each of [ ] and [ ] (each, a “Stockholder”, and collectively the “Stockholders”) and, solely for the purposes of Section 2.2, Berkshire Grey, Inc., a Delaware corporation (the “Company”). Parent and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
Revolution Acceleration Acquisition Corp Re: Amended and Restated Acquiror Sponsor Letter Agreement Ladies and Gentlemen:Letter Agreement • February 24th, 2021 • Revolution Acceleration Acquisition Corp • Blank checks • New York
This Amended and Restated Letter Agreement (this “Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”) entered into or proposed to be entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (“Acquiror”), Pickup Merger Corp, a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Berkshire Grey, Inc., a Delaware corporation (the “Company”), pursuant to which, among other transactions, contemporaneously with the execution and delivery of this Letter Agreement, Acquiror and the Company will enter into a business combination transaction whereby Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Acquiror (the “Merger”), on the terms and conditions set forth therein, and hereby amends and restates in its entirety that certain Letter Agreement, dated as of December 7, 2020 (the “
