0001213900-23-045405 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2023 • Peraso Inc. • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2022, between Peraso Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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PERASO INC. COMMON STOCK PURCHASE WARRANT
Security Agreement • June 2nd, 2023 • Peraso Inc. • Semiconductors & related devices

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC or its assigns (the “Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 2, 2028 (the “Termination Date ”) but not thereafter, to subscribe for and purchase from Peraso Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares ”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 2nd, 2023 • Peraso Inc. • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2023, between Peraso Inc., a Delaware corporation (the “Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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