Credit Suisse Investment Banking Pitch Book slide image

Credit Suisse Investment Banking Pitch Book

1 Sumo transaction terms summary Consideration Closing conditions Other ▪ 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 ■ 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) 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 ▪ Shareholder Approval via simple majority vote Expiration of HSR Waiting Period ■ 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 2
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