0001564590-22-008816 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2022 • Aterian, Inc. • Electric housewares & fans

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 1, 2022, between Aterian, 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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PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATERIAN, INC.
Pre-Funded Common Stock Purchase Warrant • March 4th, 2022 • Aterian, Inc. • Electric housewares & fans

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 Aterian, 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).

COMMON STOCK PURCHASE WARRANT ATERIAN, INC.
Common Stock Purchase Warrant • March 4th, 2022 • Aterian, Inc. • Electric housewares & fans

THIS 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 September __, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September __, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aterian, 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 • March 4th, 2022 • Aterian, Inc. • Electric housewares & fans • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2022, between Aterian, 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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