REPRESENTATIVE COMMON STOCK PURCHASE WARRANT PERASO INC.Common Stock Purchase Warrant • January 23rd, 2024 • Peraso Inc. • Semiconductors & related devices • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 _____, 20291 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT PERASO INC.Pre-Funded Common Stock Purchase Warrant • January 23rd, 2024 • Peraso Inc. • Semiconductors & related devices • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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”) until this Warrant is exercised in full (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a
PERASO INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of _______, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 23rd, 2024 • Peraso Inc. • Semiconductors & related devices • New York
WARRANT AGENCY AGREEMENT, dated as of _______, 2024 (“Agreement”), between Peraso Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2024 • Peraso Inc. • Semiconductors & related devices • New York
The undersigned, Peraso Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
LOCK-UP AGREEMENTLock-Up Agreement • January 23rd, 2024 • Peraso Inc. • Semiconductors & related devices
Re: Underwriting Agreement, dated ________ ___, 2024, (the “Underwriting Agreement”) by and between Peraso Inc. and Ladenburg Thalmann & Co. Inc., acting as representative (the “Representative”) to the several underwriters (each, an “Underwriter” and collectively the “Underwriters”)
