Item 1.01 Entry into a Material Definitive Agreement.

Common Stock Purchase Agreement

On August 8, 2022, View, Inc. ("View"), a Delaware corporation, entered into a Primary Common Stock Purchase Agreement with CF Principal Investments LLC ("CFPI"), a Delaware limited liability company, and a Standby Common Stock Purchase Agreement with YA II PN, Ltd. ("Yorkville"), a Cayman Islands exempted company (collectively, the "CSPAs"). Pursuant to the CSPAs, View may issue and sell to CFPI and Yorkville, from time to time as provided in the CSPAs, and CFPI and Yorkville shall in the aggregate purchase from View, up to the lesser of (i) $100,000,000 in aggregate gross purchase price of newly issued shares of View's Class A common stock, par value $0.0001 per share (the "Common Stock"), and (ii) the number of shares of Common Stock representing 19.99% of the voting power or number of shares of Common Stock issued and outstanding immediately prior to the execution of the CSPAs, subject to reduction as described in the CSPAs, in each case subject to certain conditions and limitations set forth in the CSPAs.

The CSPAs also provide that View shall issue to CFPI a number of shares of Common Stock (the "Upfront Commitment Fee") equal to (i) $1,250,000, divided by (ii) the closing price of the Common Stock on the trading day prior to the filing of the Initial Registration Statement (as defined below). The Upfront Commitment Fee is deemed to be fully earned and non-refundable as of the date of the CSPAs, regardless of whether any purchases of Common Stock are made or settled under the CSPAs or any subsequent termination of the CSPAs.

Sales of Common Stock to CFPI and Yorkville under the CSPAs, and the timing of any sales, will be determined by View from time to time in its sole discretion, and will depend on a variety of factors, including, among other things, market conditions, the trading price of View's Common Stock and determinations by View regarding the use of proceeds of such sales. The net proceeds from any sales under the CSPAs will depend on the frequency with, and prices at, which shares of Common Stock are sold to CFPI and Yorkville. View expects to use the proceeds from any sales under the CSPAs for, among other things, working capital and general corporate purposes.

Upon the initial satisfaction of the conditions to CFPI's and Yorkville's obligations to purchase shares of Common Stock set forth in the CSPAs (the date of initial satisfaction of all such conditions, the "Commencement Date"), including that a registration statement registering the resale by CFPI and Yorkville of such shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act," and such registration statement, the "Initial Registration Statement"), is declared effective by the U.S. Securities and Exchange Commission (the "SEC") and CFPI and Yorkville are permitted to utilize the prospectus therein to resell all of the shares included in such prospectus, View will have the right, but not the obligation, from time to time at its sole discretion until the earliest of (i) the first day of the month next following the date that is 36 months after the effective date of the Initial Registration Statement, (ii) the date on which CFPI and Yorkville shall have purchased, in the aggregate, $100,000,000 worth of shares pursuant to the CSPAs, (iii) the date on which the Common Stock shall have failed to be listed or quoted on The Nasdaq Global Market or an alternative market and (iv) the date on which View commences a voluntary bankruptcy case or any person commences a proceeding against View, a custodian is appointed for View or for all or substantially all of its property or View makes a general assignment for the benefit of its creditors, to direct CFPI and Yorkville to purchase up to a specified maximum amount of shares of Common Stock as set forth in the CSPAs by delivering written notice to CFPI or Yorkville prior to 9:00 AM, Eastern Time, on any trading day. The purchase price of the shares of Common Stock that View elects to sell to CFPI and Yorkville pursuant to the CSPAs will be 97% of the volume weighted . . .

Item 2.02 Results of Operations and Financial Condition.

On August 8, 2022, View issued a press release, a copy of which is attached hereto as Exhibit 99.1 (the "Earnings Press Release"), announcing its financial results for the quarter ended June 30, 2022, reaffirming its 2022 guidance and providing an update on financing. All of the information in the Earnings Press Release is incorporated by reference herein. All such information is being furnished rather than "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the CSPAs is incorporated by reference in this Item 3.02. The shares of Common Stock that have been or may be issued in connection with the CSPAs were not and will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On August 5, 2022, the Board of Directors of View, upon recommendation of the Compensation Committee, approved an amendment (the "Amendment") to the restricted stock unit awards granted to Rao Mulpuri, Rahul Bammi, Martin Neumann Anshu Pradhan, Nitesh Trikha and Bill Krause under the 2021 Equity Incentive Plan (the "Plan"), in each case effective as of March 8, 2021, with a vesting schedule based on both time- and performance-based vesting conditions, subject to the executive's continued employment through each applicable vesting date (collectively, the "Executive RSUs").

The Amendment provides that, effective as of September 8, 2022, the performance-based vesting conditions applicable to the Executive RSUs shall no longer be applicable, and the awards shall continue to vest subject only to the time-based vesting conditions (i.e., twenty-five percent (25%) of each executive's Executive RSUs will be subject to vesting on the date that is twelve (12) months after the grant date, and the remaining seventy-five percent (75%) will be subject to vesting on a monthly basis over the following thirty-six (36) months (rounded down to the nearest whole share), subject to the executive's continued employment with View through each applicable vesting date. Any Executive RSUs that are not time-vested as of the date of the executive's termination of employment with View shall be forfeited and returned to the Plan. Except as expressly amended by the Amendment, all the terms and conditions of the Executive RSUs shall remain in full force and effect.

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The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, the form of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information disclosed under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

Item 8.01 Other Events.

The information disclosed under Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

Forward-Looking Statements

This Current Report on Form 8-K and certain other materials View files with the SEC, as well as information included in oral statements or other written statements made or to be made by View, other than statements of historical fact, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on current expectations, estimates, assumptions, projections, and management's beliefs, that are subject to change. There can be no assurance that these forward-looking statements will be achieved; these statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond View's control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. View's business is subject to a number of risks, which are described more fully in View's Annual Report on Form 10-K for the year ended December 31, 2021. Such risks include, but are not limited to, (i) View's ability to raise additional capital on acceptable terms or at all, (ii) View's ability to maintain compliance with The Nasdaq Stock Market LLC's ("Nasdaq") continued listing standards and maintain the listing of its securities on Nasdaq and (iii) View's ability to execute on its business plans, including expected revenue growth. View undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Important Information and Where to Find It

This communication is for informational purposes only and does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities. There will be no sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. In connection with the transactions described herein, View has filed and intends to file relevant materials with the SEC. Before making any investment decision, investors and security holders of View are urged to read all relevant documents filed or that will be filed with the SEC as they become available because they will contain important information. Investors may obtain free copies of all relevant documents filed or that will be filed with the SEC by View through the website maintained by the SEC at www.sec.gov or by directing a request to View to 195 S. Milpitas Blvd., Milpitas, CA 95035, or via email at IR@View.com or at (408) 263-9200.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



10.1+      Primary Common Stock Purchase Agreement, dated as of August 8, 2022, by
         and between View, Inc. and CF Principal Investments LLC

10.2+      Standby Common Stock Purchase Agreement, dated as of August 8, 2022, by
         and between View, Inc. and YA II PN, Ltd.

10.3+      Registration Rights Agreement, dated as of August 8, 2022, by and among
         View, Inc., CF Principal Investments LLC and YA II PN, Ltd.

10.4*      Form of First Amendment to the Notice of Restricted Stock Unit Grant
         and Restricted Stock Unit Agreement under the View, Inc. 2021 Equity
         Incentive Plan (Executive RSUs)

99.1       Press Release, dated August 8, 2022

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon request.

* Denotes a management contract or compensatory plan or arrangement.

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