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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Symbotic Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

87151X101

(CUSIP Number)

SB Global Advisers Limited

Attn: Stephen Lam

69 Grosvenor St

Mayfair, London W1K 3JP

+44 0207 629 0431

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

July 23, 2023

(Date of Event Which Requires Filing of This Statement)

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

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

CUSIP No. 87151X101

13D

Page 1 of 17 pages

1	NAMES OF REPORTING PERSONS
	SVF II SPAC Investment 3 (DE) LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	32.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 87151X101

13D

Page 2 of 17 pages

1	NAMES OF REPORTING PERSONS
	SVF II Holdings (DE) LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	32.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 87151X101

13D

Page 3 of 17 pages

1	NAMES OF REPORTING PERSONS
	SVF II Aggregator (Jersey) L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	32.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 87151X101

13D

Page 4 of 17 pages

1	NAMES OF REPORTING PERSONS
	SoftBank Vision Fund II-2 L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	32.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 87151X101

13D

Page 5 of 17 pages

1	NAMES OF REPORTING PERSONS
	SB Global Advisers Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	32.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 87151X101

13D

Page 6 of 17 pages

1	NAMES OF REPORTING PERSONS
	SB Northstar LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			2,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 87151X101

13D

Page 7 of 17 pages

1	NAMES OF REPORTING PERSONS
	SB Northstar GP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			2,000,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,000,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 87151X101

13D

Page 8 of 17 pages

1	NAMES OF REPORTING PERSONS
	SVF II Strategic Investments AIV LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			17,825,312

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			17,825,312

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,825,312

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	29.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 87151X101

13D

Page 9 of 17 pages

1	NAMES OF REPORTING PERSONS
	Sunlight Investment Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 87151X101

13D

Page 10 of 17 pages

1	NAMES OF REPORTING PERSONS
	SoftBank Group Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			39,825,312

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			39,825,312

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,825,312

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	64.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 87151X101

13D

Page 11 of 17 pages

EXPLANATORY NOTE

This Amendment No. 2 (this “Schedule 13D Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 17, 2022, as amended by Amendment No. 1 filed with the SEC on April 11, 2023 (as amended by this Schedule 13D Amendment, the “Schedule 13D”) is being filed on behalf of SVF II SPAC Investment 3 (DE) LLC, SVF II Holdings (DE) LLC, SVF II Aggregator (Jersey) L.P., SoftBank Vision Fund II-2 L.P., SB Global Advisers Limited (“SBGA”), SB Northstar LP, SB Northstar GP, SVF II Strategic Investments AIV LLC (“SSI AIV”), Sunlight Investment Corp. and SoftBank Group Corp. (“SoftBank” and together with SVF II SPAC Investment 3 (DE) LLC, SVF II Holdings (DE) LLC, SVF II Aggregator (Jersey) L.P., SoftBank Vision Fund II-2 L.P., SBGA, SB Northstar LP, SB Northstar GP, SSI AIV and Sunlight Investment Corp., the “Reporting Persons”), with respect to the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Symbotic Inc., a Delaware corporation (the “Issuer”).

The Reporting Persons are filing this Amendment No. 2 in connection with the execution of the Framework Agreement, the JV Agreement, the MSLEA, the Stock Purchase Agreement, and the Warrant (each as defined below) (collectively, the “Transaction Documents”) and the related transactions described in Item 4 below.

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

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended such that all references to Schedule A contained within the Schedule 13D shall refer to Schedule A included with this Schedule 13D Amendment.

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

(a)-(f) Each of SSI AIV and Sunlight Investment Corp. is organized under the laws of Delaware. The business address of each of SSI AIV and Sunlight Investment Corp. is 300 El Camino Real, Menlo Park, CA 94025. Stephen Lam is the President and a director of Sunlight Investment Corp. Jared Roscoe is the Vice President and Treasurer and a director of Sunlight Investment Corp. Hugh Manahan is the Secretary and a director of Sunlight Investment Corp. Messrs. Lam, Roscoe and Manahan are each a citizen of the United States. During the five years prior to the date of this Schedule 13D Amendment, none of Sunlight Investment Corp. and, to the knowledge of Sunlight Investment Corp., Messrs. Lam, Roscoe and Manahan (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

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

The descriptions of the Transaction Documents set forth in Item 4 of this Schedule 13D Amendment are incorporated herein by reference. It is anticipated that funding for the cash consideration amounts pursuant to the Transaction Documents will be obtained through the Reporting Persons’ existing resources, including cash on hand.

Item 4.

Purpose of Transaction.

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

Framework Agreement

CUSIP No. 87151X101

13D

Page 12 of 17 pages

On July 23, 2023, the Issuer, Symbotic Holdings LLC (“Symbotic Holdings”), Symbotic LLC (“Symbotic LLC” and, together with the Issuer and Symbotic Holdings, the “Symbotic Group”), Sunlight Investment Corp., SSI AIV and GreenBox Systems LLC (“GreenBox”) entered into a Framework Agreement (the “Framework Agreement”) related to the formation of GreenBox as a strategic joint venture between the Symbotic Group and Sunlight Investment Corp. and SSI AIV and the entry into the JV Agreement and the MSLEA and the issuance of the Warrant, each as described below.

PIPE Transaction. The Framework Agreement provides that if any Follow-On Offering (as defined in the Framework Agreement) of the Issuer occurs prior to December 31, 2023, then, contemporaneously with such Follow-On Offering, SSI AIV and Sunlight Investment Corp. (or one of their affiliates) will subscribe for $100,000,000 in Class A Common Stock or such greater amount agreed upon by the Issuer and SSI AIV and Sunlight Investment Corp. (or one of their affiliates) no later than one business day prior to the date on which the offering price of such Follow-On Offering is determined (such Class A Common Stock, the “PIPE Shares”) in a “private investment in public equity” transaction (the “PIPE Transaction”) at a price per PIPE Share equal to the offering price per share of the Class A Common Stock (before underwriting discounts, placement agent fees or other expenses) in such Follow‑On Offering, except that, if the Issuer, upon the advice of the lead underwriter for such Follow-On Offering, reasonably anticipates receiving more than $500,000,000 of gross proceeds from such Follow-On Offering on the business day prior to the date on which the offering price of such Follow-On Offering is determined, the Issuer may require SSI AIV, Sunlight Investment Corp. and their affiliates to subscribe for a lesser amount than $100,000,000 in the PIPE Transaction, which such lesser amount will be determined by the Issuer based on the advice of the Issuer’s lead underwriter (acting reasonably) on the business day prior to the date on which the offering price of such Follow-On Offering is determined.

Standstill. The Framework Agreement also subjects SSI AIV, Sunlight Investment Corp. and their controlled affiliates, on the terms and subject to the conditions set forth in the Framework Agreement, to a standstill agreement for a period commencing on the date of the Framework Agreement until the earlier of (i) the fourth anniversary of the execution and delivery of the Framework Agreement and (ii) the date on which SSI AIV, Sunlight Investment Corp. and their affiliates collectively own less than 5% of the fully diluted equity interests of the Issuer.

Board Observer. In the event that the Issuer’s board does not include at least one full-time employee of SSI AIV, Sunlight Investment Corp. or their affiliates, the Framework Agreement requires the Issuer to invite a representative designated by SSI AIV and Sunlight Investment Corp to attend all meetings of its board in a nonvoting observer capacity. The Issuer must give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors.

GreenBox and the JV Agreement

GreenBox was established on July 21, 2023, and will build and automate supply chain networks globally by operating and financing the Issuer’s advanced A.I. and automation technology for the warehouse. Symbotic Holdings and Sunlight Investment Corp. own 35% and 65% of GreenBox. respectively.

In connection with the Framework Agreement, on July 23, 2023, Symbotic Holdings, Sunlight Investment Corp. and GreenBox entered into the Limited Liability Company Agreement of GreenBox (the “JV Agreement”) to set forth their interests, rights and obligations relating to GreenBox, the management and operation of GreenBox and the economic arrangement among the parties relating to GreenBox. On the terms and subject to the conditions set forth in the JV Agreement, the board of managers for GreenBox will be composed of three managers, one designated by Sunlight Investment Corp., one designated by Symbotic Holdings and one independent manager designated by the unanimous consent of Sunlight Investment Corp. and Symbotic Holdings to the extent each such member remains a Major Investor (as defined in the JV Agreement), who will initially be appointed as promptly as practicable following the formation of GreenBox.

Symbotic Holdings and Sunlight Investment Corp. have capital commitments of approximately $1.7 billion and $3.2 billion, respectively, to fund GreenBox. Sunlight Investment Corp’s commitment is supported by an equity commitment letter from SSI AIV.

CUSIP No. 87151X101

13D

Page 13 of 17 pages

MSLEA

In connection with the Framework Agreement, on July 23, 2023, GreenBox and Symbotic LLC entered into a Master Services, License and Equipment Agreement (the “MSLEA”), which sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of the Issuer’s systems by the Issuer for GreenBox.

On the terms and subject to the conditions set forth therein, the MSLEA provides for a commitment from GreenBox to expend at least $7.5 billion in the aggregate to purchase the Issuer’s systems over a six-year period pursuant to an agreed-upon timeline with implementation of the Issuer’s systems to begin in fiscal year 2024. For each of the Issuer’s systems, GreenBox will pay the Issuer (i) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (ii) for software maintenance and support; and (iii) for spare parts and other miscellaneous expenses.

The initial term of the MSLEA expires on July 23, 2027, subject to a two-year extension by GreenBox if, at the end of the initial term, Project SOWs (as defined in the MSLEA) have not been executed with respect to the Issuer’s systems with an aggregate purchase price of GreenBox’s purchase commitment. At any time, either party may terminate the MSLEA in the event of insolvency of the other party or a material breach of the other party that has not been cured.

In the event the Issuer, through its ordinary course succession planning efforts, does not have a named successor to Richard B. Cohen as Chief Executive Officer of the Issuer at such time Mr. Cohen is no longer employed by the Issuer, GreenBox may elect to reduce its then-outstanding Purchase Commitment (as defined in the MSLEA) by 50%.

Stock Purchase Agreement

In connection with the Framework Agreement, on July 23, 2023, The RBC Millennium Trust, the Richard B. Cohen Revocable Trust (together with The RBC Millennium Trust, the "RC Entities") and SSI AIV entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the RC Entities sold 17,825,312 shares of Class A Common Stock of the Issuer to SSI AIV for an aggregate purchase price of $500 million.

Pursuant to the Stock Purchase Agreement, subject to certain limited exceptions set forth in the Stock Purchase Agreement, the RC Entities agreed not to, and agreed to direct each other member of the Cohen Group (as defined in the Stock Purchase Agreement) not to, transfer any Lock-Up Shares (as defined below) for a period of six months following the closing of the Stock Purchase Agreement. “Cohen Group” includes Richard B. Cohen, his immediate family, trusts for the benefit of Richard B. Cohen or his immediate family and certain other entities specified in the Stock Purchase Agreement. “Lock-Up Shares” means (i) Common Units of Symbotic Holdings, Class A Common Stock, Class V-1 Common Stock, par value $0.0001 per share (“Class V-1 Common Stock”), of the Issuer and Class V-3 Common Stock, par value $0.0001 per share (together with Class A Common Stock and Class V-1 Common Stock, “Symbotic Common Stock”), of the Issuer held by the applicable person as of the closing of the Stock Purchase Agreement and (ii) Symbotic Common Stock received pursuant to a direct exchange or redemption of Common Units of Symbotic Holdings held by such person as of the closing of the Stock Purchase Agreement.

Pursuant to the Stock Purchase Agreement, SSI AIV agreed to certain transfer restrictions related to future transferees.

Warrant

In connection with the Framework Agreement, on July 23, 2023, the Issuer issued a Warrant to Purchase Class A Common Stock (the “Warrant”) to Sunlight Investment Corp. Pursuant to the Warrant, Sunlight Investment Corp. is entitled to purchase 11,434,360 shares of Class A Common Stock (subject to dilution and customary adjustments) upon satisfaction of certain vesting conditions, at $41.9719 per share.

CUSIP No. 87151X101

13D

Page 14 of 17 pages

The foregoing descriptions of the Transaction Documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Transaction Documents which are filed as Exhibits 2, 3, 4, 5, and 6 to this Schedule 13D and are incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

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

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 61,446,512 shares of Class A Common Stock outstanding as of May 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023:

Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
SVF II SPAC Investment 3 (DE) LLC		20,000,000		32.5	%		0		20,000,000		0		20,000,000
SVF II Holdings (DE) LLC		20,000,000		32.5	%		0		20,000,000		0		20,000,000
SVF II Aggregator (Jersey) L.P.		20,000,000		32.5	%		0		20,000,000		0		20,000,000
SoftBank Vision Fund II-2 L.P.		20,000,000		32.5	%		0		20,000,000		0		20,000,000
SB Global Advisers Limited		20,000,000		32.5	%		0		20,000,000		0		20,000,000
SB Northstar LP		2,000,000		3.3	%		0		2,000,000		0		2,000,000
SB Northstar GP		2,000,000		3.3	%		0		2,000,000		0		2,000,000
SVF II Strategic Investments AIV LLC		17,825,312		29.0	%		0		17,825,312		0		17,825,312
Sunlight Investment Corp.		0		0	%		0		0		0		0
SoftBank Group Corp.		39,825,312		64.8	%		0		39,825,312		0		39,825,312

SVF II SPAC Investment 3 (DE) LLC is the record holder of 20,000,000 shares of Class A Common Stock. SB Northstar LP is the record holder of 2,000,000 shares of Class A Common Stock. SSI AIV is the record holder of 17,825,312 shares of Class A Common Stock.

SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SB Northstar GP, which is the general partner of SB Northstar LP. SoftBank is the parent company of SSI AIV, which is the sole stockholder of Sunlight Investment Corp. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.

(c) Except as otherwise disclosed herein, during the past 60 days, none of the Reporting Persons nor the persons listed in Appendix A has effected any transactions in the Class A Common Stock.

(d) None.

CUSIP No. 87151X101

13D

Page 15 of 17 pages

(e) Not applicable.

Item 6.

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

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

Item 7.

Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and supplemented as follows:

Exhibit Number	Description

2	Framework Agreement, by and among Symbotic Inc., Symbotic Holdings LLC, Symbotic LLC, Sunlight Investment Corp., SVF II Strategic Investments AIV LLC and Greenbox Systems LLC, dated as of July 23, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).

3	Limited Liability Company Agreement of GreenBox Systems LLC, by and among GreenBox Systems LLC, Symbotic Holdings LLC and Sunlight Investment Corp., dated as of July 23, 2023 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).

4	Master Services, License and Equipment Agreement, by and between GreenBox Systems LLC and Symbotic LLC, dated as of July 23, 2023 (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).

5	Stock Purchase Agreement, dated as of July 23, 2023, by and among The RBC Millennium Trust, the Richard B. Cohen Revocable Trust and SVF II Strategic Investments AIV LLC.

6	Warrant to Purchase Class A Common Stock, between Symbotic Inc. and Sunlight Investment Corp., dated as of July 23, 2023 (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).

7	Joint Filing Agreement.

CUSIP No. 87151X101

13D

Page 16 of 17 pages

SIGNATURES

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

Date: July 25, 2023

	SVF II SPAC Investment 3 (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

	SVF II Aggregator (Jersey) L.P.
	By: SB Global Advisers Limited, its Manager

	By:	/s/ Alex Clavel
	Name:	Alex Clavel
	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

	SB Global Advisers Limited

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

	SB Northstar LP
	By: SB Northstar GP, its General Partner

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

	SB Northstar GP

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

CUSIP No. 87151X101

13D

Page 17 of 17 pages

	SVF II Strategic Investments AIV LLC

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

	Sunlight Investment Corp.

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

	SoftBank Group Corp.

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

Schedule A

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

SB GLOBAL ADVISERS LIMITED

Name and Citizenship	Present Principal Occupation (principal business of employer)	Business Address
Alex Clavel, a citizen of the United States	Board Director and Executive Committee member of SB Global Advisers Limited and Board Director and Management Committee member of SB Investment Advisers (UK) Limited	69 Grosvenor Street, London, United Kingdom W1K 3JP

Yoshimitsu Goto, a citizen of Japan	Board Director of SB Global Advisers Limited and Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.	69 Grosvenor Street, London, United Kingdom W1K 3JP SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Navneet Govil, a citizen of the United States	Board Director and Executive Committee Member of SB Global Advisers Limited, Board Director of SB Global Advisers (US) Inc., and CFO of the SoftBank Investment Advisers Group	69 Grosvenor Street, London, United Kingdom W1K 3JP 300 El Camino Real, Menlo Park, CA 94025, United States

Timothy A. Mackey, a citizen of New Zealand	Board Director of SB Global Advisers Limited and Corporate Officer, CLO & GCO of SoftBank Group Corp.	69 Grosvenor Street, London, United Kingdom W1K 3JP SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Gyu Hak Moon, a citizen of South Korea	Board Director and Executive Committee member of SB Global Advisers Limited	69 Grosvenor Street, London, United Kingdom W1K 3JP

SOFTBANK GROUP CORP.

Name and Citizenship	Present Principal Occupation (principal business of employer)	Business Address
Masayoshi Son*, a citizen of Japan	Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Yoshimitsu Goto*, a citizen of Japan	Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Ken Miyauchi*, a citizen of Japan	Board Director of SoftBank Group Corp.; Director & Chairman, SoftBank Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Rene Haas*, a citizen of the United States of America	Board Director of SoftBank Group Corp.; Chief Executive Officer & Director of Arm Limited	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan 110 Fulbourn Road Cambridge CB1 9NJ United Kingdom

Keiko Erikawa*, a citizen of Japan	External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

David Chao*, a citizen of Japan	External Board Director, Independent Officer of SoftBank Group Corp.; Co-Founder and General Partner, DCM Ventures	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Masami Iijima*, a citizen of Japan	External Board Director, Independent Officer of SoftBank Group Corp.; Director, Ricoh Company, Ltd.; Director, Isetan Mitsukoshi Holdings Ltd.; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; Director, Takeda Pharmaceutical Company Limited	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan MITSUI & CO., LTD. 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631 Japan

Yutaka Matsuo*, a citizen of Japan	External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Kenneth A. Siegel*, a citizen of the United States of America	External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, Japan 100-6529

Soichiro Uno**, a citizen of Japan	External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO CORPORATION	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Yuji Nakata**, a citizen of Japan	External Audit & Supervisory Board Member of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Maurice Atsushi Toyama**, a citizen of the United States of America	External Audit & Supervisory Board Member of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Keiichi Otsuka**, a citizen of Japan	External Audit & Supervisory Board Member of SoftBank Group Corp.; Director, Shizuoka Bank (Europe) S.A.; Representative of Otsuka CPA Office; Audit & Supervisory Board Member, TBK Co., Ltd.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Kazuko Kimiwada, a citizen of Japan	Corporate Officer, Senior Vice President of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Timothy A. Mackey, a citizen of New Zealand	Corporate Officer, CLO & GCO of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Seiichi Morooka, a citizen of Japan	Corporate Officer of SoftBank Group Corp.	SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

Director

**	Corporate Auditor

Exhibit 5

Execution Version

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is being entered into as of July 23, 2023 (the “Execution Date”) by and among The RBC Millennium Trust, the Richard B. Cohen Revocable Trust (together with The RBC Millennium Trust, “Sellers” and each, a “Seller”) and SVF II Strategic Investments AIV LLC, a Delaware limited liability company (“Purchaser” and, together with Sellers, the “Parties”).

W I T N E S S E T H

WHEREAS, each Seller is party to that certain Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic Holdings”), dated as of June 7, 2022 (the “Symbotic Holdings LLCA”);

WHEREAS, (a) The RBC Millennium Trust owns 167,907,377 Common Units of Symbotic Holdings (“Symbotic Common Units”) and (i) 6,362,808 paired shares of Class V-1 Common Stock, par value $0.0001 per share, of Symbotic Inc., a Delaware corporation (“Symbotic”) (“Symbotic Class V-1 Common Stock”), and (ii) 161,544,569 paired shares of Class V-3 Common Stock, par value $0.0001 per share, of Symbotic (“Symbotic Class V-3 Common Stock”) and (b) the Richard B. Cohen Revocable Trust owns 7,029,644 Symbotic Common Units and (i) 2,058,420 paired shares of Symbotic Class V-1 Common Stock and (ii) 4,971,224 paired shares of Symbotic Class V-3 Common Stock;

WHEREAS, each Seller may cause to be redeemed all or any portion of their Symbotic Common Units for shares of Class A Common Stock, par value $0.0001 per share, of Symbotic (“Symbotic Class A Common Stock”), on the terms and subject to the conditions set forth in this Agreement and the Symbotic Holdings LLCA;

WHEREAS, Purchaser desires to purchase from Sellers, and Sellers desire to sell to Purchaser, a number of shares of Symbotic Class A Common Stock on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties are entering into this Agreement concurrently with that certain Framework Agreement (the “Framework Agreement”), dated as of the date hereof, by and among Symbotic, Symbotic Holdings, Symbotic LLC, Sunlight Investment Corp., Purchaser and GreenBox Systems LLC.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1 Sale and Purchase of Symbotic Class A Common Stock. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, transfer, convey and deliver to Purchaser, and Purchaser shall acquire, accept, purchase and receive from Sellers, an aggregate of 17,825,312 shares of Symbotic Class A Common Stock (the “Subject Shares”), for an aggregate purchase price of $500,000,000.00 (the “Purchase Price”), as more particularly set forth on Schedule 1.

Section 1.2 Closing; Deliveries.

(a) The closing of the purchase and sale (the “Purchase”) of the Subject Shares (the “Closing”) shall take place by remote communications and by the exchange of signatures by electronic transmission (including DocuSign) or, if or to the extent such an exchange is not practicable, at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 on the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Section 1.3 (other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at or prior to the Closing), or at such other place (or by means of remote communication) and date as the Parties may agree in writing (the actual date of the Closing, the “Closing Date”).

(b) At the Closing:

(i) Purchaser shall deliver or cause to be delivered to Sellers the Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by Sellers to Purchaser in writing; and

(ii) Each Seller shall deliver to Purchaser (A) a properly completed and duly executed Internal Revenue Service Form W-9 for such Seller and (B) a duly executed stock power with respect to the Subject Shares to be sold by such Seller, endorsed in blank by such Seller, or such other documentation reasonably necessary to transfer to Purchaser all right, title and interest in and to the Subject Shares to be sold by such Seller.

Section 1.3 Conditions Precedent. The respective obligations of the Parties to consummate the Purchase is subject to the satisfaction or written waiver by the Parties at or prior to the Closing of the following conditions:

(a) the Redemption shall have been completed;

(b) no Law that prohibits the consummation of the Purchase shall have been enacted, issued, enforced or promulgated and remain in effect by any Governmental Authority and there shall be no Order or injunction of a court of competent jurisdiction prohibiting or making illegal the consummation of the Purchase; and

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller hereby represents and warrants to Purchaser as of the execution and delivery of this Agreement (or as of such other date and time as may be expressly provided herein) as follows:

Section 2.1 Organization and Power. Such Seller was formed pursuant to a trust agreement (each, a “Trust Agreement”), such Seller and such Trust Agreement are currently in full force and effect and such Seller has not been rescinded or revoked. Such Seller has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby in accordance with the terms hereof.

Section 2.2 Authorization and Binding Effect. The execution and delivery of this Agreement, the performance by such Seller of its obligations hereunder and the consummation of the transactions contemplated hereby in accordance with the terms hereof have been duly authorized by all requisite action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller, and, assuming due execution and delivery by each of the other Parties, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.

Section 2.3 Ownership of Units. Such Seller is the sole record owner of, and has good and valid title to, the Symbotic Common Units, shares of Symbotic Class V-1 Common Stock and the shares of Symbotic Class V-3 Common Stock set forth on Schedule 1 as of the Execution Date and, upon completion of the Redemption on the terms and subject to the conditions set forth herein, such Seller will have good and valid title to its portion of the Subject Shares (as more particularly set forth on Schedule 1) free and clear of all Liens (other than any transfer restrictions imposed by federal or state securities Laws, including the Subject Shares being considered “restricted securities” or “control securities” thereunder, or any provision of the organizational documents of Symbotic and the restrictions contemplated by Section 4.4), and such title to such Subject Shares shall duly transfer to and vest in Purchaser at the Closing. Other than Symbotic Holdings and Symbotic pursuant to the Redemption, no Person has any present or future right to acquire all or any portion of such Seller’s Symbotic Common Units, shares of Symbotic Class V-1 Common Stock, shares of Symbotic Class V-3 Common Stock or portion of the Subject Shares. No other Person, has any option, call, warrant, commitment or similar right with respect to the Subject Shares owned by such Seller and such Seller has not entered into any agreement or contract (whether written or oral) with any Person imposing, or that would reasonably be expected to impose, a Lien on the Subject Shares.

Section 2.4 No Conflict. Neither the execution and delivery by such Seller of this Agreement, nor the consummation by such Seller of the transactions contemplated hereby in accordance with the terms hereof, violates, conflicts with or results in a breach of, or constitutes a default (or an event which, with notice or lapse of time or both, would constitute a default) under (a) any provision of such Seller’s Trust Agreement, (b) any of the terms, conditions or provisions of any material Contract to which such Seller is a party, or by which such Seller or any of its properties is bound or (c) any term or provision of any Law or Order applicable to such Seller, except, in the case of clauses (b) and (c), as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay or materially impair the ability of such Seller to consummate the Purchase.

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Section 2.5 Consents and Approvals. The execution, delivery and performance by such Seller of this Agreement does not require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority (other than filings and notifications required under Section 13 and Section 16 of the Exchange Act), except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay or materially impair the ability of such Seller to consummate the Purchase.

Section 2.6 Brokers and Finders. No Person acting on behalf or under the authority of such Seller is or shall be entitled to any broker’s, finder’s or similar fee or commission in connection with the transactions contemplated hereby.

Section 2.7 Legal Proceedings. As of the date hereof, there are no Proceedings pending or, to the knowledge of such Seller, threatened against such Seller relating to the ownership or transferability of such Seller’s Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock and the shares of Symbotic Class V-3 Common Stock or which if determined adversely to such Seller, would reasonably be expected, individually or in the aggregate, to prevent or materially delay or materially impair the ability of such Seller to consummate the Purchase.

Section 2.8 Independent Appraisal.

(a) Such Seller acknowledges that Purchaser may be in possession of material, nonpublic information relating to Symbotic and Symbotic Holdings and any of their respective Affiliates and Subsidiaries. Such Seller further acknowledges and agrees that Purchaser has no obligation to disclose to such Seller any such material, nonpublic information except as may be required for a representation and warranty of Purchaser hereunder to be accurate and correct. Such Seller further acknowledges that (i) it is not relying on there having been disclosed any such material or potentially material information which is not disclosed, and (ii) any such information may be materially adverse to such Seller’s interests. Such Seller further acknowledges that it is prepared to sell the Subject Shares to Purchaser on the foregoing basis and hereby waives any right to rescind or invalidate the sale of the Subject Shares to Purchaser or to seek any damages or other remuneration from Purchaser based on the possession of any such material, nonpublic information by Purchaser.

(b) Such Seller acknowledges that it is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement, and that in consultation with experienced counsel and advisors of its choice, it has made its own due diligence analysis, credit analysis and decision to sell the Subject Shares, and that it is responsible for making its own evaluation of any information about the Subject Shares or Symbotic, Symbotic Holdings, Purchaser or their respective Affiliates and Subsidiaries that it may receive either directly or indirectly from Purchaser or otherwise. Such Seller acknowledges and agrees that none of Purchaser, Symbotic, Symbotic Holdings or any Affiliate, Subsidiary, trustee, partner, employee, officer or director thereof (i) makes any representation or warranty or gives any undertaking of any kind, express or implied, as to, or accepts or assumes any responsibility or liability of any kind for, the accuracy, reliability, adequacy, completeness or reasonableness of any such information or any assumptions upon which such information is based except as specifically set forth in this Agreement or (ii) shall be under any obligation to provide access to or advise such Seller or any other Person of the existence of any additional information or to review, update or correct any inaccuracy in any information about the Subject Shares, Symbotic, Symbotic Holdings or Purchaser or their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects (or any assumptions upon which such information is based) supplied by it or by any Person or otherwise reviewed by such Seller or its Affiliates or be otherwise liable to such Seller or any other Person with respect to any such information or assumptions.

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Section 2.9 No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by such Seller in this Article II, neither such Seller nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding the Subject Shares, such Seller, Symbotic, Symbotic Holdings or any of their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and such Seller expressly disclaims any other representation and warranties. Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither such Seller nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser or its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Purchaser’s or its Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Purchaser expressly set forth in Article III.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers as of the execution and delivery of this Agreement (or as of such other date and time as may be expressly provided herein) as follows:

Section 3.1 Organization and Power. Purchaser is duly formed and validly existing in good standing under the laws of its jurisdiction of formation. Purchaser has the power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby in accordance with the terms hereof.

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Section 3.2 Authorization and Binding Effect. The execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby in accordance with the terms hereof have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and, assuming due execution and delivery by Sellers, constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.

Section 3.3 No Conflict. Neither the execution and delivery by Purchaser of this Agreement, nor the consummation by Purchaser of the transactions contemplated hereby in accordance with the terms hereof, violates, conflicts with or results in a breach of, or constitutes a default (or an event which, with notice or lapse of time or both, would constitute a default) under (a) any provision of the organizational documents of Purchaser, (b) any of the terms, conditions or provisions of any material Contract to which Purchaser is a party, or by which Purchaser or any of its properties is bound or (c) any term or provision of any Law or Order applicable to Purchaser, except, in the case of clauses (b) and (c), as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay or materially impair the ability of Purchaser to consummate the Purchase.

Section 3.4 Consents and Approvals. The execution, delivery and performance by Purchaser of this Agreement does not require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority (other than filings and notifications required under Section 13 and Section 16 of the Exchange Act), except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay or materially impair the ability of Purchaser to consummate the Purchase.

Section 3.5 Independent Appraisal.

(a) Purchaser acknowledges that Sellers may be in possession of material, nonpublic information relating to Symbotic and Symbotic Holdings and any of their respective Affiliates and Subsidiaries. Purchaser further acknowledges and agrees that neither Seller has any obligation to disclose to Purchaser any such material, nonpublic information except as may be required for a representation and warranty of such Seller hereunder to be accurate and correct. Purchaser further acknowledges that (i) it is not relying on there having been disclosed any such material or potentially material information which is not disclosed, and (ii) any such information may be materially adverse to Purchaser’s interests. Purchaser further acknowledges that it is prepared to purchase the Subject Shares from Sellers on the foregoing basis and hereby waives any right to rescind or invalidate the purchase of the Subject Shares from Sellers or to seek any damages or other remuneration from Sellers based on the possession of any such material, nonpublic information by Sellers.

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(b) Purchaser acknowledges that it is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement, and that in consultation with experienced counsel and advisors of its choice, it has made its own due diligence analysis, credit analysis and decision to buy the Subject Shares, and that it is responsible for making its own evaluation of any information about the Subject Shares or Symbotic, Symbotic Holdings, Sellers or their respective Affiliates and Subsidiaries that it may receive either directly or indirectly from Sellers or otherwise. Purchaser acknowledges and agrees that none of Sellers, Symbotic, Symbotic Holdings or any Affiliate, Subsidiary, trustee, partner, employee, officer or director thereof (i) makes any representation or warranty or gives any undertaking of any kind, express or implied, as to, or accepts or assumes any responsibility or liability of any kind for, the accuracy, reliability, adequacy, completeness or reasonableness of any such information or any assumptions upon which such information is based except as specifically set forth in this Agreement or (ii) shall be under any obligation to provide access to or advise Purchaser or any other Person of the existence of any additional information or to review, update or correct any inaccuracy in any information about the Subject Shares, Symbotic, Symbotic Holdings or any Seller or their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects (or any assumptions upon which such information is based) supplied by it or by any Person or otherwise reviewed by Purchaser or its Affiliates or be otherwise liable to Purchaser or any other Person with respect to any such information or assumptions.

Section 3.6 Accredited Investor. Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act.

Section 3.7 No Resale. Purchaser’s purchase of the Subject Shares is for its own account for investment and not with a view to the distribution or resale thereof, except in compliance with the Securities Act and applicable state securities laws.

Section 3.8 Brokers and Finders. No Person acting on behalf or under the authority of Purchaser is or shall be entitled to any broker’s, finder’s or similar fee or commission in connection with the transactions contemplated hereby.

Section 3.9 No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Purchaser in this Article III, neither Purchaser nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Purchaser or any of its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and Purchaser expressly disclaims any other representation and warranties. Purchaser acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither Purchaser nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Symbotic Common Units, the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers or any of their respective Affiliates or Subsidiaries or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Sellers’ or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Seller expressly set forth in Article II.

ARTICLE IV

COVENANTS

Section 4.1 Interim Restrictions.

(a) Except as otherwise expressly required or permitted by this Agreement, each Seller covenants and agrees that, during the period from the Execution Date until the Closing, unless Purchaser shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), such Seller will not:

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(i) Transfer any of the Subject Shares;

(ii) knowingly take any actions or omit to take any actions that would, individually or in the aggregate, reasonably be expected to result in any of the conditions set forth in Section 1.3 not being satisfied; or

(iii) agree, authorize or commit to do any of the foregoing.

(b) Except as otherwise expressly required or permitted by this Agreement, Purchaser covenants and agrees that, during the period from the Execution Date until the Closing, unless Sellers shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), Purchaser will not:

(i) knowingly take any actions or omit to take any actions that would, individually or in the aggregate, reasonably be expected to result in any of the conditions set forth in Section 1.3 not being satisfied; or

(ii) agree, authorize or commit to do any of the foregoing.

Section 4.2 Redemption of Units. Within one Business Day of the date hereof (or such later date as may be required under the Symbotic Holdings LLCA and Symbotic’s Insider Trading Policy), each Seller shall submit a written notice of redemption (each, a “Notice of Redemption”) to Symbotic Holdings, with a copy to each of Symbotic and Purchaser, in the form set forth in Exhibit B hereto and in compliance with the procedures set forth in the Symbotic Holdings LLCA, which notice shall specify that such Seller intends to have Symbotic Holdings redeem a number of Symbotic Common Units as set forth on Schedule 1, with a redemption date three Business Days after delivery of such Notice of Redemption to Symbotic Holdings. Each Seller shall not retract or modify its Notice of Redemption without the prior written consent of Purchaser. The redemption of Symbotic Common Units by Symbotic Holdings, the cancellation and retirement by Symbotic of the paired shares of Symbotic Class V-1 Common Stock and Symbotic Class V-3 Common Stock and issuance by Symbotic of the Subject Shares to Sellers pursuant to the terms of the Symbotic Holdings LLCA is referred to herein as the “Redemption.” Each Seller shall use reasonable best efforts to enforce its rights under the Symbotic Holdings LLCA in order to effectuate the Redemption.

Section 4.3 Lock-Up.

(a) Subject to the Closing and Section 4.3(b), Sellers shall not, and shall direct each other member of the Cohen Group not to, Transfer any Lock-Up Shares for a period of six months following the Closing (such period, the “Lock-Up Period”).

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(b) Notwithstanding the provisions set forth in Section 4.3(a), the Cohen Group and their respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period: (i) to any member of the Cohen Group; (ii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the beneficiary of which is a member of the individual’s Immediate Family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) as a charitable gift of up to $50,000,000; (vi) to pay any income taxes or gift taxes (including, for the avoidance of doubt, taxes on the Transfer of the Lock-Up Shares otherwise permitted under this Section 4.3(b)); provided, however, that in the case of clauses (i) through (iii), any such permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

(c) For avoidance of doubt, the restrictions set forth in Section 4.3(a) shall not apply to the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no transfers prohibited under this Section 4.3 shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period.

Section 4.4 Compliance with Side Letter. Purchaser acknowledges that it has been provided with a copy of the Side Letter, dated December 12, 2021 (the “Side Letter”), between Walmart Inc. and Richard B. Cohen, and that it agrees to comply with and be bound by the provisions set forth in Paragraph 2 thereof applicable to transferees of Interests (as defined in the Side Letter) as if it were a party thereto.

ARTICLE V

MISCELLANEOUS

Section 5.1 Survival; Recourse. The Parties, intending to modify applicable statutes of limitation, hereby acknowledge and agree that, except for this Article V, Exhibit A, the provisions that substantively define any related defined terms not substantively defined in Exhibit A, the representations set forth in Section 2.8, Section 2.9, Section 3.5, Section 3.6 and Section 3.9 and those other covenants and agreements set forth in this Agreement that by their terms apply, or that are to be performed in whole or in part, after the Closing (which other covenants and agreements shall survive the Closing for the period provided in such covenants and agreements, if any, or until fully performed, otherwise satisfied or waived), the representations, warranties, covenants and agreements in this Agreement, including rights in connection with, arising out of or otherwise related to any inaccuracy or breach of such representations, warranties, covenants and agreements, shall not survive the Closing; provided, however, that (i) the representations and warranties of Sellers contained in or made pursuant to Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.5, Section 2.6 and Section 2.7 and of Purchaser contained or made in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.7, and Section 3.8 shall survive in full force and effect until twenty-four (24) months after the Closing Date and (ii) the representations and warranties of Sellers contained in or made pursuant to Section 2.8 and Section 2.9 and of Purchaser contained or made in Section 3.5, Section 3.6 and Section 3.9 shall survive in full force and effect indefinitely following the Closing Date. Neither Purchaser nor Sellers nor any other Person (including any of its or their respective Representatives) shall be liable for fraud in connection with the Purchase except in the case of actual and intentional common law fraud as defined under the Law of the State of Delaware (which, for the avoidance of doubt, does not include constructive fraud or other claims based on constructive knowledge, negligent misrepresentation, recklessness or similar theories) with respect to (i) in the case of Sellers, the express representations and warranties of Sellers in Article II and (ii) in the case of Purchaser, the express representations and warranties of Purchaser in Article III. Notwithstanding anything to the contrary in this Section 5.1, any Party shall be permitted to bring a claim for fraud (as described in the preceding sentence) until the date that is twenty-four (24) months after the Closing Date.

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Section 5.2 Notices. Any notice, consent, demand or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been given: (a) when delivered personally to the Person or to an officer of the Person (as designated by such Person to receive any such notice or, in the absence of such designation, any officer of such Person) to whom the same is directed, (b) the next Business Day after being sent by nationally recognized overnight courier service (with tracking capability) or (c) when received if sent via e-mail at the following addresses; provided, that any email transmission is promptly confirmed by a responsive electronic communication by the recipient thereof or receipt is otherwise clearly evidenced (excluding out-of-office replies or other automatically generated responses) or is followed up within one Business Day after email by dispatch pursuant to one of the methods described in the foregoing clauses (a) and (b) of this Section 5.2:

if to The RBC Millennium Trust, to:

c/o Symbotic Inc.

200 Research Drive

Wilmington, MA 01887

Attention: David A. Ladensohn

Email: dladensohn@gmail.com

with a copy (which shall not constitute notice) to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

United States of America

Attention: Michael L. Fantozzi

Email: MLFantozzi@mintz.com

if to the Richard B. Cohen Revocable Trust, to:

c/o Symbotic Inc.

200 Research Drive

Wilmington, MA 01887

Attention: Richard B. Cohen

Email: rcohen@symbotic.com

with a copy (which shall not constitute notice) to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

United States of America

-10-

Attention: Michael L. Fantozzi

Email: MLFantozzi@mintz.com

if to Purchaser, to:

SVF II Strategic Investments AIV LLC

300 El Camino Real

Menlo Park, CA 94025

Attention: Legal

Email: ssia-notice@softbank.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

Shin-Marunouchi Building, 29th Floor

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

Tokyo, Japan 100-6529

Attn: Kenneth A. Siegel

Email: ksiegel@mofo.com

Morrison & Foerster LLP

2100 L Street, NW

Suite 900

Washington, D.C. 20037

Attn: David P. Slotkin

Email: dslotkin@mofo.com

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105-2482

Attn: Eric T. McCrath

Erik G. Knudsen

Email: emccrath@mofo.com

eknudsen@mofo.com

Section 5.3 Interpretation.

(a) The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

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(b) Unless otherwise specified in this Agreement or the context otherwise requires: (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) any reference to the masculine, feminine or neuter gender includes all genders, the plural includes the singular, and the singular includes the plural; (iii) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, sections, clauses, exhibits and schedules to this Agreement; (iv) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (v) the word “or” is inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; (vi) the term “date hereof” means the date first written above; (vii) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (viii)(A) any reference to “days” means calendar days unless Business Days are expressly specified and (B) any reference to “months” or “years” means calendar months or calendar years, respectively, in each case unless otherwise expressly specified; (ix) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase does not mean simply “if”; and (x) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP.

(c) Unless otherwise specified in this Agreement, any deadline or time period set forth in this Agreement that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day.

(d) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (i) statute in this Agreement include the rules and regulations promulgated thereunder and all applicable guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Authority, and (ii) Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.

(e) Unless otherwise specified in this Agreement, all references in this Agreement to (i) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, exhibits and any other documents attached thereto or incorporated therein by reference, and (ii) this Agreement means this Agreement as amended or otherwise modified from time to time in accordance with Section 5.4.

(f) With regard to each and every term and condition of this Agreement, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the issue of which Party actually prepared, drafted or requested any term or condition of this Agreement.

(g) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

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Section 5.4 Amendments. This Agreement may not be amended or modified, nor may compliance with any covenant set forth herein be waived, except by a writing duly and validly executed by the Parties, or in the case of a waiver, the Party waiving compliance.

Section 5.5 Severability. The provisions of this Agreement shall be deemed severable and the illegality, invalidity or unenforceability of any provision shall not affect the legality, validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement or the application thereof to any Person or any circumstance, is illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other Persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Section 5.6 Third Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties or their respective successors and assigns any rights, remedies, or liabilities under or by reason of this Agreement.

Section 5.7 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or interests or delegate any of its obligations under this Agreement, in whole or in part, by operation of Law, by transfer or otherwise, without the prior written consent of each other Party and any attempted or purported assignment or delegation in violation of this Section 5.7 shall be null and void.

Section 5.8 Governing Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Laws of the state of Delaware without regard to the conflict of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction.

Section 5.9 Specific Performance. Each of the Parties acknowledges and agrees that the rights of each Party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or damage would be caused for which money damages would not be an adequate remedy. Accordingly, each Party agrees that, in addition to any other available remedies a Party may have in equity or at law, each Party shall be entitled to enforce specifically the terms and provisions of this Agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of this Agreement without necessity of posting a bond or other form of security. In the event that any Proceeding should be brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at law.

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Section 5.10 Jurisdiction; Venue; Waiver of Right to Jury Trial. The Parties mutually consent and submit to the sole jurisdiction of the federal and state courts for New Castle County, Delaware, and agree that any action, suit or proceeding concerning this Agreement shall be brought only in the federal or state courts for New Castle County, Delaware, and irrevocably waive any objection to the laying of venue of any such action, suit or proceeding in such court or that any such court is an inconvenient forum; provided, however, that any Party may bring an equitable action pursuant to Section 5.9 in any court having jurisdiction. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS SECTION AND AGREE WILLINGLY TO ITS TERMS.

THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING CONCERNING THIS AGREEMENT.

Section 5.11 Entire Agreement. This Agreement (including the exhibits, schedules, documents and instruments referred to herein) constitutes the entire agreement, and supersedes all prior and contemporaneous agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement.

Section 5.12 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Any signature page delivered electronically or by facsimile (including transmission by Portable Document Format or other fixed image form) shall be binding to the same extent as an original signature page.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have or have caused this Agreement to be duly executed and delivered, all as of the date first written above.

	SELLERS:

	THE RBC MILLENNIUM TRUST

	By:	/s/ Janet L. Cohen
		Name: Janet L. Cohen
		Title: As Trustee (and not individually)

	By:	/s/ David A. Ladensohn
		Name: David A. Ladensohn
		Title: As Trustee (and not individually)

	RICHARD B. COHEN REVOCABLE TRUST

	By:	/s/ Richard B. Cohen
		Name: Richard B. Cohen
		Title: As Trustee (and not individually)

	PURCHASER:

	SVF II STRATEGIC INVESTMENTS AIV LLC

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

[Signature Page to Stock Purchase Agreement]

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Exhibit A

Definitions

For purposes of this Agreement, unless otherwise specified in this Agreement, the following terms have the meanings set forth in this Exhibit A:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (for purposes of this definition, the term “control” and the correlative meanings of the terms “controlled by” and “under common control with,” as used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise); provided, that, for the avoidance of doubt, Symbotic, Symbotic Holdings and their respective Subsidiaries (or any Person that “controls” any of the foregoing), on the one hand, shall not be deemed to be “Affiliates” of SoftBank Group Corp., Purchaser and their respective Subsidiaries (or any Person that “controls” any of the foregoing), on the other hand;

(b) “Agreement” has the meaning set forth in the Preamble;

(c) “Business Day” means any day other than a Saturday, a Sunday or another day on which national banking associations in the State of New York are closed;

(d) “Closing” has the meaning set forth in Section 1.2(a);

(e) “Closing Date” has the meaning set forth in Section 1.2(a);

(f) “Cohen Group” means: (i) Richard B. Cohen, (ii) his Immediate Family, (iii) trusts for the benefit of Richard B. Cohen or his Immediate Family, (iv) charitable trusts, foundations or other charitable giving vehicles for which Richard B. Cohen or his Immediate Family retain voting control of the securities held thereby or ultimate beneficial ownership of the securities contributed thereto, (v) any of the transferees or assignees of the foregoing Persons for estate planning purposes for no (or nominal) consideration, (vi) the estates of any of the foregoing Persons and (vii) any other Person with respect to which any of the foregoing Persons holds, directly or indirectly, individually or with any other such Person, the majority of the beneficial ownership of any Lock-Up Shares;

(g) “Contract” means any legally binding agreement, lease, license, contract, note, mortgage, indenture, arrangement or other similar obligation;

(h) “Exchange Act” means the Securities Exchange Act of 1934;

(i) “Execution Date” has the meaning set forth in the Preamble;

(j) “Framework Agreement” has the meaning set forth in the Recitals;

(k) “Governmental Authority” means any federal, state, local or foreign government, governmental, regulatory or administrative authority, agency or commission, self-regulatory authority (including, for the avoidance of doubt, any stock exchange) or any court, tribunal or judicial or arbitral body, in each case of competent jurisdiction;

(l) “Immediate Family” means, with respect to any person, such person’s immediate family members (e.g., a spouse, parent, child or sibling, whether by blood, marriage or adoption, or anyone residing in such person’s home) and their descendants and the spouses thereof;

(m) “Laws” means all applicable federal, state, local and foreign laws, statutes, ordinances and common law, and all rules, regulations, agency requirements, licenses and permits of any Governmental Authority;

(n) “Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;

(o) “Lock-Up Period” has the meaning set forth in Section 4.3(a);

(p) “Lock-Up Shares” means, with respect to any member of the Cohen Group (i) any Symbotic Common Units or Symbotic Common Shares held by such Person as of the Closing and (ii) any Symbotic Common Shares received pursuant to a direct exchange or redemption of Symbotic Common Units held by such Person as of the Closing;

(q) “Notice of Redemption” has the meaning set forth in Section 4.2;

(r) “Order” means any writ, judgment, decree, injunction or similar order of any Governmental Authority (in each such case whether preliminary or final);

(s) “Parties” has the meaning set forth in the Preamble;

(t) “Permitted Transferees” means, with respect to any member of the Cohen Group, a Person to whom such member of the Cohen Group is permitted to Transfer Lock-Up Shares prior to the expiration of the Lock-Up Period pursuant to Section 4.3(b) and any other applicable agreement between such Person and Symbotic or Symbotic Holdings, and any transferee thereafter;

(u) “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other entity of any kind or nature;

(v) “Proceeding” means any action, cause of action, claim, demand, litigation, suit, investigation by a Governmental Authority, review, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or otherwise;

A-2

(w) “Purchase” has the meaning set forth in Section 1.2(a);

(x) “Purchase Price” has the meaning set forth in Section 1.1;

(y) “Purchaser” has the meaning set forth in the Preamble;

(z) “Redemption” has the meaning set forth in Section 4.2;

(aa) “Representative” means, with respect to any Person, any trustee, director, principal, partner, manager, member (if such Person is a member-managed limited liability company or similar entity), employee (including any officer), consultant, investment banker, financial advisor, legal counsel, attorney-in-fact, accountant or other advisor, agent or other representative of such Person, in each case acting in their capacity as such;

(bb) “Rule 10b5-1 Plan” has the meaning set forth in Section 4.3(c);

(cc) “Securities Act” means the Securities Act of 1933;

(dd) “Seller(s)” has the meaning set forth in the Preamble;

(ee) “Side Letter” has the meaning set forth in Section 4.4;

(ff) “Subject Shares” has the meaning set forth in Section 1.1;

(gg) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of (i) the securities or ownership interests of such other Person having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions or (ii) the equity or ownership interests of such other Person, in each case, is directly or indirectly owned or controlled by such first Person and/or by one or more of its Subsidiaries;

(hh) “Symbotic” has the meaning set forth in the Recitals;

(ii) “Symbotic Class A Common Stock” has the meaning set forth in the Recitals;

(jj) “Symbotic Class V-1 Common Stock” has the meaning set forth in the Recitals;

(kk) “Symbotic Class V-3 Common Stock” has the meaning set forth in the Recitals;

(ll) “Symbotic Common Shares” means shares of Symbotic Class A Common Stock, Symbotic Class V-1 Common Stock and Symbotic Class V-3 Common Stock;

(mm) “Symbotic Common Units” has the meaning set forth in the Recitals;

A-3

(nn) “Symbotic Holdings” has the meaning set forth in the Preamble;

(oo) “Symbotic Holdings LLCA” has the meaning set forth in the Recitals;

(pp) “Transfer” means the: (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii); and

(qq) “Trust Agreement” has the meaning set forth in Section 2.1.

A-4

Exhibit 7

JOINT FILING AGREEMENT

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

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 25th day of July, 2023.

	SVF II SPAC Investment 3 (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

	SVF II Aggregator (Jersey) L.P.
	By: SB Global Advisers Limited, its Manager

	By:	/s/ Alex Clavel
	Name:	Alex Clavel
	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

	SB Global Advisers Limited

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

	SB Northstar LP
	By: SB Northstar GP, its General Partner

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

	SB Northstar GP

	By:	/s/ Stephen Lam
	Name:	Stephen Lam
	Title:	Director
	SVF II Strategic Investments AIV LLC

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

	Sunlight Investment Corp.

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

	SoftBank Group Corp.

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