Form 8-K

8-K — Peraso Inc.

Accession: 0001213900-26-112304

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0000890394

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309616-8k_peraso.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea030961601ex4-1.htm)

EX-4.2 — FORM OF COMMON WARRANT (ea030961601ex4-2.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 26, 2026, BY AND BETWEEN PERASO INC. AND NANT CAPITAL, LLC (ea030961601ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea030961601ex10-2.htm)

EX-99.1 — PRESS RELEASE OF PERASO INC., DATED OCTOBER 26, 2026 (ea030961601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0000890394

2026-10-26

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 26, 2026

PERASO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-32929

77-0291941

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2033 Gateway Place, Suite 500

San Jose, California 95110

(Address of principal executive offices, with zip

code)

(408) 418-7500

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PRSO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 26, 2026, Peraso Inc., a Delaware corporation

(the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Nant Capital, LLC,

an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, and the

Purchaser agreed to purchase from the Company, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),

pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) and accompanying common stock purchase warrants (the

“Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) in an unregistered private placement

(the “Private Placement”).

Pursuant to the Purchase Agreement, the Company

will sell to the Purchaser (i) 3,271,355 shares of Common Stock (the “Shares”) and, in lieu of Shares to the extent the purchase

of Shares would otherwise result in the Purchaser (together with its affiliates and any person acting as a group with the Purchaser or

its affiliates) beneficially owning more than 19.99% of the shares of Common Stock outstanding immediately prior to giving effect to the

issuance of the Shares and Pre-Funded Warrants on the Closing Date (as defined below) (the “Beneficial Ownership Limitation”),

Pre-Funded Warrants to purchase 16,593,563 shares of Common Stock, and (ii) accompanying Common Warrants to purchase up to 19,864,918

shares of Common Stock. Each unit consisting of one Share and a Common Warrant to purchase one share of Common Stock will be sold for

$0.5034 (the “Share Unit Purchase Price”), and each unit consisting of one Pre-Funded Warrant to purchase one share of Common

Stock and a Common Warrant to purchase one share of Common Stock will be sold for $0.5034 (the “Pre-Funded Unit Purchase Price”).

The Share Unit Purchase Price is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on October

23, 2026, the last trading day immediately preceding the signing of the Purchase Agreement, plus $0.125 per share, and the Pre-Funded

Unit Purchase Price is equal to the Share Unit Purchase Price. The units will be immediately separable, and the Shares, Pre-Funded Warrants

and Common Warrants will be issued separately. The aggregate gross proceeds to the Company from the Private Placement are expected to

be approximately $10 million, before deducting offering expenses payable by the Company. The closing of the Private Placement is expected

to occur on or about October 28, 2026 (the “Closing Date”), subject to the satisfaction or waiver of closing conditions, including,

among others, the accuracy of the parties’ representations and warranties, the absence of a Material Adverse Change (as defined

in the Purchase Agreement), the delivery of a legal opinion of Company counsel, the execution and delivery of the Registration Rights

Agreement (as defined below), and the absence of any unresolved written objection by Nasdaq to the transactions contemplated by the Purchase

Agreement. If the closing does not occur within three business days after the Closing Date, the Company must promptly return any funds

previously wired by the Purchaser.

The Pre-Funded Warrants will be exercisable for

shares of Common Stock (the “Pre-Funded Warrant Shares”) at any time and from time to time on or after issuance until exercised

in full. A holder may not exercise any portion of a Pre-Funded Warrant to the extent that the holder, together with the Attribution Parties

(as defined in the Pre-Funded Warrants), would beneficially own more than 19.99% of the outstanding Common Stock immediately after giving

effect to the exercise (the “Maximum Percentage”), provided that the holder may increase or decrease the Maximum Percentage

by written notice to the Company to any other percentage not in excess of 19.99%, and any increase will not be effective until the 61st

day after such notice is delivered. This limitation may not be waived and will apply to any successor holder of a Pre-Funded Warrant.

The Pre-Funded Warrants provide for customary adjustments for stock dividends, stock splits, pro rata distributions, purchase rights and

Fundamental Transactions (as defined in the Pre-Funded Warrants). The Pre-Funded Warrants may not be transferred other than to an affiliate

of the holder, subject to applicable securities laws.

The Common Warrants will be exercisable, at the

election of the holder, for shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant

Shares, the “Warrant Shares”) or for newly issued Pre-Funded Warrants to purchase the same number of shares of Common Stock,

at any time from the date of issuance through 5:00 p.m., New York City time, on the two-year anniversary of the date of issuance, at an

exercise price of $0.3784 per share, which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock

on October 23, 2026, the last trading day immediately preceding the signing of the Purchase Agreement, subject to adjustment as provided

in the Common Warrants. Upon any exercise of a Common Warrant for Pre-Funded Warrants, the holder will pay the aggregate exercise price

of the Common Warrant being exercised, and the Pre-Funded Warrants issued will be fully pre-funded. The Common Warrants may be exercised

for cash or, only if there is no effective registration statement registering the Common Warrant Shares, on a cashless basis. The Common

Warrants are subject to the same Maximum Percentage limitation as the Pre-Funded Warrants (19.99%, which the holder may decrease by written

notice, and may subsequently increase by written notice to any percentage up to 19.99%, with any increase effective on the 61st day after

notice), except that the limitation does not restrict an exercise of a Common Warrant for Pre-Funded Warrants subject to the same or a

lower Maximum Percentage. The Common Warrants provide for customary adjustments for stock dividends, stock splits, reclassifications,

pro rata distributions, purchase rights and Fundamental Transactions (as defined in the Common Warrants). The Common Warrants may not

be transferred other than to an affiliate of the holder, subject to applicable securities laws.

Pursuant to the Purchase Agreement, from and after

the Closing Date and subject to compliance with applicable Nasdaq rules, for so long as the Purchaser and its affiliates (collectively,

“Nant”) beneficially own 16.7% or more of the Company’s outstanding Common Stock (including, solely for this purpose,

shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), Nant will have the right, but not the obligation, to designate

two individuals for appointment to the Company’s board of directors (the “Board”), one of whom will be Dr. Patrick Soon-Shiong

as long as Dr. Soon Shiong is reasonably available, and for so long as Nant beneficially owns less than 16.7% but at least 5% of the Company’s

outstanding Common Stock (calculated on the same basis), Nant will have the right, but not the obligation, to designate one individual

for appointment to the Board (such designees, the “Purchaser Designees”). The Company has agreed to take all actions reasonably

necessary to promptly appoint the Purchaser Designees, including increasing the size of the Board to accommodate their appointment, to

include the Purchaser Designees in the slate of nominees recommended by the Board at each meeting of stockholders at which directors are

to be elected and use its reasonable best efforts to cause their election, and, while the designation right applies, to take commercially

reasonable actions to fill any vacancy created by the departure of a Purchaser Designee with a new designee of Nant. If Nant’s ownership

falls below the applicable threshold, the Purchaser Designees must promptly tender their resignations, and the Company may take commercially

reasonable actions within its control to cause their removal. The appointment and service of each Purchaser Designee are subject to customary

conditions, including the designee’s provision of information reasonably requested by the Board (including a completed director

questionnaire), the absence of a reasonable and good faith determination by a majority of the Company’s independent directors, after

consultation with outside counsel, that the designee is not qualified to serve under applicable law, Nasdaq rules, the Company’s

governing documents or Board policies, the designee’s agreement to irrevocably tender his or her resignation upon Nant’s ownership

falling below the applicable threshold, and the designee’s written agreement to comply with the Company’s policies applicable

to non-employee directors. The Company will reimburse the Purchaser Designees for reasonable out-of-pocket expenses and provide them with

directors’ and officers’ liability insurance coverage, in each case on the same terms as other members of the Board. The board

designation rights are personal to the Purchaser and may not be assigned. As of the date of this Current Report on Form 8-K, no Purchaser

Designee has been appointed to the Board, and the Company will disclose the appointment of any Purchaser Designee in a separate Current

Report on Form 8-K following such appointment.

The Purchase Agreement contains customary representations,

warranties and covenants of the Company and the Purchaser. The Company has agreed, among other things, to (i) file with Nasdaq, prior

to or at the closing, a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares and use commercially

reasonable efforts to maintain the listing and trading of the Common Stock on the Nasdaq Capital Market, (ii) reserve and keep available

a sufficient number of authorized shares of Common Stock for issuance upon exercise of the Warrants, (iii) use the proceeds from the sale

of the securities for working capital and general corporate purposes, (iv) remove restrictive legends from the Shares and Warrant Shares

in specified circumstances, subject to the payment of liquidated damages and buy-in amounts if it fails to do so in a timely manner, and

(v) make the disclosures and file the transaction agreements as required under the Purchase Agreement and applicable law. The Company

has also agreed to indemnify the Purchaser and its affiliates and related persons for losses arising from any breach of the Company’s

representations, warranties, covenants or agreements under the transaction agreements. The representations and warranties in the Purchase

Agreement survive for twelve months following the Closing Date. Each party is responsible for its own out-of-pocket fees and expenses

in connection with the transaction, except that the Company will pay transfer agent fees, taxes and duties relating to the delivery of

the securities and the reasonable fees and expenses of counsel for the Purchaser. In any action to enforce the transaction agreements,

the prevailing party is entitled to reimbursement of its reasonable and documented fees and expenses by the non-prevailing party.

The Purchase Agreement also provides that, from

the date of the Purchase Agreement until the earlier of (x) 30 days following the date the Shares have been registered under the Securities

Act of 1933, as amended (the “Securities Act”), pursuant to an effective registration statement and (y) 60 days following

the Closing Date (the “Lock-Up Period”), the Company may not issue shares of Common Stock or Common Stock Equivalents (as

defined in the Purchase Agreement), or file a registration statement under the Securities Act relating to any shares of Common Stock or

Common Stock Equivalents, subject to certain customary exceptions, including issuances under existing equity incentive plans and compensation

agreements, upon the exercise, exchange or conversion of outstanding securities, in connection with acquisitions or strategic transactions

(subject to a 5% cap), as inducement awards under Nasdaq Listing Rule 5635(c)(4), and pursuant to the Company’s committed equity

facility with Roth Principal Investments, LLC or any at-the-market offering program of the Company, as well as the filing of registration

statements on Form S-8 and in connection with such equity facility or at-the-market offering program. During the Lock-Up Period, the Company

has also agreed not to issue any press release or other public announcement referencing the Purchaser or the transactions contemplated

by the Purchase Agreement without first providing the Purchaser with a copy at least one day in advance. The Purchase Agreement may be

terminated (a) by mutual written agreement of the Company and the Purchaser, (b) by the Company if any of the conditions to the Company’s

obligation to close have become incapable of fulfillment and have not been waived, (c) by the Purchaser if any of the conditions to the

Purchaser’s obligation to close have become incapable of fulfillment and have not been waived, or (d) if the closing has not occurred

on or before October 30, 2026, other than as a result of a Willful Breach (as defined in the Purchase Agreement) by the Purchaser, subject

in each case to surviving liability for fraud or Willful Breach.

In connection with the Private Placement, at the

closing, the Company and the Purchaser will enter into a Registration Rights Agreement (the “Registration Rights Agreement”)

requiring the Company, within 30 calendar days following the Closing Date, to file a registration statement on Form S-3 (or Form S-1 if

the Company is not then eligible to use Form S-3) for the resale of the Shares and the Warrant Shares (determined without giving effect

to any limitations on exercise of the Warrants). If the SEC limits the number of securities that may be registered, the Company must register

the maximum number permitted and file one or more additional registration statements covering the remaining securities as promptly as

permitted. The Company must use its best efforts to cause the registration statement to become effective no later than the 90th calendar

day following the Closing Date, or the 120th calendar day following the Closing Date if the U.S. Securities and Exchange Commission (the

“SEC”) reviews and has written comments to the registration statement, or, if earlier, the fifth business day after the SEC

notifies the Company that the registration statement will not be reviewed or is no longer subject to further review and comments. The

Company must use its best efforts to keep the registration statement continuously effective until the earlier of the date all of the covered

securities have been sold and the date all of the covered securities cease to be Registrable Securities (as defined in the Registration

Rights Agreement). The Company may suspend the use of the prospectus for an Allowed Delay (as defined in the Registration Rights Agreement)

on no more than two occasions in any 12-month period, for no more than 45 consecutive days or 90 days in the aggregate. If specified registration

or reporting failures occur, the Company must pay liquidated damages equal to 1.0% of the aggregate purchase price paid by the applicable

holder for the Registrable Securities held on the applicable Event Date (as defined in the Registration Rights Agreement) and on each

monthly anniversary thereof until cured, subject to a five business day cure period and a maximum of 5.0% of the aggregate purchase price

paid by such holder for the Registrable Securities then held, with interest at a rate of 0.5% per month if unpaid within ten business

days. No liquidated damages are payable, among other exceptions, if the Registrable Securities may then be sold without volume or manner-of-sale

restrictions under Rule 144, if the holder is unable to sell because it possesses material non-public information, or with respect to

securities the SEC does not permit to be registered. The Company will bear the expenses of registration, other than underwriting discounts,

selling commissions and certain other selling expenses of the holders. The Registration Rights Agreement also contains customary indemnification

and contribution provisions, with the liability of each holder limited to the net proceeds received by such holder from the sale of Registrable

Securities under the applicable registration statement.

The foregoing descriptions of the Pre-Funded Warrants,

the Common Warrants, the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the

full text of such documents (or forms thereof), copies of which are attached hereto as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively,

and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such

agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such

agreements and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference into this Item 3.02. The maximum number

of shares of Common Stock issuable pursuant to the Private Placement, including upon exercise of the Pre-Funded Warrants and the Common

Warrants (without giving effect to the Maximum Percentage limitation), is 39,729,836 shares.

The Shares, the Pre-Funded Warrants, the Common

Warrants and the Warrant Shares (collectively, the “Securities”) were, and will be, offered and sold in a transaction exempt

from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Purchaser

represented that it is an “accredited investor,” as defined in Rule 501(a) of Regulation D, and is acquiring the Securities

for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly,

the Securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration

or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor the

exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of

the Company.

Item 7.01 Regulation FD Disclosure.

On October 26, 2026, the Company issued a press

release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated

herein by reference.

The information furnished under this Item 7.01,

including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed 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 filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,

and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the expected closing of

the private placement, the anticipated gross proceeds and the intended use of the proceeds, the designation and appointment of directors

pursuant to the purchase agreement, the filing and effectiveness of a resale registration statement, and the Company’s plans and

expectations regarding the development and commercialization of communications technology for drone and counter-drone applications. Words

such as “believe,” “expect,” “intend,” “may,” “potential” and similar expressions

are intended to identify forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future

events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected

in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited to the following:

the risk that the private placement is not completed on the anticipated timeline or at all, including as a result of a failure to satisfy

the conditions to closing; the Company’s ability to register the resale of the shares and warrant shares within the time periods

required by the registration rights agreement and any liquidated damages that may become payable if it does not; the effect of Nant’s

significant ownership position and board designation rights on the Company and its other stockholders; anticipated use of mmWave technology

in defense, autonomous and UAV applications, including counter-drone applications; the risk that the performance characteristics of the

Company’s technology, including with respect to jam-resistance and low probability of intercept/detection, may not be replicated

in actual field conditions, third-party testing, or customer deployments; changes in defense spending priorities, government budget constraints,

military procurement policy, or geopolitical developments that could reduce or delay demand for the Company’s technologies in military

and government applications; the risk that Peraso’s products or technology may be subject to U.S. export control laws and regulations,

including EAR or ITAR, and that compliance or non-compliance may limit the addressable market or expose the Company to civil or criminal

penalties; competition from alternative wireless and wired connectivity technologies; the Company’s ability to continue as a going

concern; the Company’s ability to raise additional capital to fund its operations; the Company’s ability to regain compliance

with the continued listing requirements and standards of the Nasdaq Stock Market; risks related to the process of reviewing and exploring

potential strategic alternatives, which may be time-consuming, distracting, and disruptive to the Company’s business operations;

the timing of customer orders and product shipments, which may be impacted by supply chain disruptions experienced by the Company or its

customers; the Company’s ability to convert customer engagements, proof-of-concept evaluations, and technology demonstrations into

design wins, purchase orders, and production revenue; the timing and outcome of product deliveries, field trials, and customer acceptance

of the Company’s products; risks related to pandemics, wars and terrorist activities that may have an adverse impact on the Company’s

business and financial results and result in component shortages and increased lead times that may negatively impact the Company’s

ability to ship its products; risks related to tariffs, trade restrictions, inflation, and other government actions that may affect the

Company’s supply chain, component costs, or customer demand; customer concentrations and length of billing and collection cycles,

which may be impacted in the event of a global recession or economic downturn; lengthy sales cycle; ability to enhance the Company’s

existing proprietary technologies and develop new technologies; achieving additional design wins for the Company’s products through

the acceptance and adoption of its technology by existing and potential customers and their suppliers; difficulties and delays in the

production, testing and marketing of the Company’s products; reliance on manufacturing partners to assist successfully with the

fabrication of and production of the Company’s products; impacts of the end-of-life of the Company’s memory products; availability

of quantities of the Company’s products supplied by its manufacturing partners at a competitive cost; level of intellectual property

protection provided by the Company’s patents, the expenses and other consequences of litigation, including intellectual property

infringement litigation, to which the Company may be or may become a party from time to time; vigor and growth of markets served by the

Company’s customers and its operations; and other risks identified in the Company’s public filings with the SEC, including

the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with

the SEC on March 30, 2026, and its subsequent Quarterly Reports on Form 10-Q. Peraso does not intend to update publicly any forward-looking

statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Common Warrant

10.1*

Securities Purchase Agreement, dated as of October 26, 2026, by and between Peraso Inc. and Nant Capital, LLC

10.2

Form of Registration Rights Agreement

99.1

Press Release of Peraso Inc., dated October 26, 2026

104

The cover page of this Current Report on Form 8-K formatted in Inline XBRL

* Certain schedules and exhibits to this exhibit have been omitted

pursuant to Item 601(a)(5) of Regulation S-K, and certain information has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

The forms of Common Warrant, Pre-Funded Warrant and Registration Rights Agreement attached as exhibits to the Securities Purchase Agreement

are filed as Exhibits 4.2, 4.1 and 10.2, respectively. The registrant hereby undertakes to furnish supplementally a copy of any omitted

schedule or exhibit to the Securities and Exchange Commission or its staff upon request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

PERASO INC.

Date: October 26, 2026

By:

/s/ Ronald Glibbery

Ronald Glibbery

Chief Executive Officer

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea030961601ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS PRE-FUNDED WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE

UPON THE EXERCISE OF THIS PRE-FUNDED WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES

ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON

STOCK

Number of Shares: 16,593,563

(subject to adjustment)

Warrant No. [●]

Original Issue Date: October 28, 2026

Peraso Inc., a Delaware corporation (the

“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Nant Capital, LLC or its registered assigns (the “Holder”), is entitled, subject to the terms set forth

below, to purchase from the Company up to a total of 16,593,563 shares of common stock, $0.001 par value per share (the “Common

Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)

at an exercise price per share equal to $0.001, as adjusted from time to time as provided in Section 9 (the “Exercise

Price”), upon surrender of this Pre-Funded Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock

issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the

date hereof (the “Original Issue Date”).

1. Definitions. For purposes of this Warrant, the following

terms shall have the following meanings:

“Affiliate” means, with respect

to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under

common control with such Person.

“Attribution Parties” means,

collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any Person acting or who could

be deemed to be acting as a Group together with the Holder or any Attribution Parties and (iii) any other Persons whose beneficial ownership

of the Company’s Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes

of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and

all other Attribution Parties to the Maximum Percentage.

“Closing Sale Price” means,

for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported

by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate

the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial

Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin

board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a

particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as

mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock

split, stock combination or other similar transaction during the applicable calculation period.

“Commission” means the U.S.

Securities and Exchange Commission.

“Exchange Act” means the U.S.

Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group” shall have the meaning

ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person” means an individual,

partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture

or any other entity or organization.

“Principal Trading Market”

means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading,

which, as of the Original Issue Date, shall be the Nasdaq Capital Market.

“Securities Act” means the

U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Securities Purchase Agreement”

means that certain Securities Purchase Agreement, dated October 26, 2026, by and among the Company and the Purchaser named on Exhibit

A thereto.

“Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect to the Common

Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was “T+1.”

“Trading Day” means any weekday

on which the Principal Trading Market is normally open for trading.

“Transfer Agent” means EQ Shareowner

Services, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

2. Issuance of Securities; Registration

of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose

(the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case

may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered

Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for

all other purposes, absent actual notice to the contrary.

3. Registration of Transfers. Subject

to compliance with all applicable securities laws, upon request from the Holder to transfer all or any portion of this Warrant to an Affiliate,

the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register,

as applicable, upon surrender of this Warrant and payment for all applicable transfer taxes (if any). Upon any such registration or transfer,

a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”)

evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion

of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee

thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the

Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s

own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the

registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.

Notwithstanding anything in the foregoing, this Warrant shall not be transferrable by the Holder other than to an Affiliate.

4. Exercise of Warrants.

(a) All or any part of this Warrant shall be exercisable

by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original Issue Date,

and such rights shall not expire until exercised in full.

(b) The Holder may exercise this Warrant by delivering

to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed

and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which

may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below), and

the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is

an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise

hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance

of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. The aggregate exercise price of this

Warrant, including the Exercise Price, was pre-funded to the Company on or before the Original Issue Date, and consequently no additional

consideration shall be required to be paid by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the

return or refund of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever.

of this Warrant, acknowledge and agree that, by reason of the provisions of this section, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on

the face hereof.

5. Delivery of Warrant Shares.

(a) Upon exercise of this Warrant, the Company

shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement Period following the Exercise

Date), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares of Common Stock specified by

the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise Shares”)

to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through

its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system (“DRS”) maintained

by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting the

issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for resale

by the Holder without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming cashless

exercise of this Warrant). If the conditions set forth in clauses (A) and (B) above are not then met, the Company shall cause the Transfer

Agent to either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares

with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the

address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name

of the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated

by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise

Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions

or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be.

(b) In addition to any

other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or its designee

Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement Period following the Exercise

Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company) and the Holder or

the Holder’s broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in

satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”) but did not receive within the Standard Settlement Period, then the Company shall, within two (2)

Trading Days after the Holder’s request (1) pay cash to the Holder in an amount equal to the excess (if any) of Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the

product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common

Stock on the Exercise Date and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of

Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the

Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and

delivery obligations hereunder. The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In,

indicating the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations and other evidence

reasonably requested by the Company.

to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to the terms

hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any action or

inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against

any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged

breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or

any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in

connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein shall limit the Holder’s right to

pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance

and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares; provided, however, that the Holder

shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and equivalent number of Warrant Shares

for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the

Company had timely complied with its delivery requirements under Section 5(a).

6. Charges, Taxes and Expenses.

Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee

or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such shares, all of which taxes

and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable

in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder

or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring

this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacement of Warrant. If this

Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon

cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory

to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable contractual indemnity,

if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver

such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8. Reservation of Warrant Shares.

The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of

its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon

exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise

of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into

account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable

shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized,

issued and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares

of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any

securities exchange or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will

not, without the prior written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while

this Warrant is outstanding.

9. Certain Adjustments. The Exercise

Price and number of Warrant Shares issuable upon exercise of this Warrant (the “Number of Warrant Shares”) are subject

to adjustment from time to time as set forth in this Section 9.

(a) Stock Dividends and Splits. If the

Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution

on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the

Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into

a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common

Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company, then in each

such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common

Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock outstanding

immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the

record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however, that if such record

date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed

accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to

this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph

shall become effective immediately after the effective date of such subdivision, combination or issuance.

(b) Pro Rata Distributions. If, on or after

the Original Issue Date, the Company shall declare or make any dividend or other pro rata distribution of its assets (or rights to acquire

its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution

of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction, but, for the avoidance of doubt, excluding any distribution

of shares of Common Stock subject to Section 9(a), any distribution of Purchase Rights (as defined below) subject to

Section 9(c) and any Fundamental Transaction (as defined below) subject to Section 9(d)) (a “Distribution”)

then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage (as defined

below)) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which

the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, that to the extent

that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding

the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled

to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and

the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto

would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall

be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held

similarly in abeyance) to the same extent as if there had been no such limitation).

or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,

warrants, securities or other property, in each case pro rata to the record holders of any class of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum

Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no

such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of

such Purchase Rights (provided, that to the extent that the Holder’s right to participate in any such Purchase Right would result

in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate

in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Stock as a result of such Purchase

Right (and beneficial ownership) to such extent) and at the Holder’s election, in its sole discretion, either (1) such Purchase

Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result

in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such

right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly

in abeyance) to the same extent as if there had been no such limitation) or (2) the Company shall offer the Holder the right upon exercise

of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage but will otherwise to the extent possible have economic and other rights, preferences and privileges

substantially consistent and on par with the securities or other property issuable upon exercise of the originally offered Purchase Rights.

As used in this Section 9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares

of Common Stock or Convertible Securities and (ii) “Convertible Securities” mean any stock or securities (other than Options)

directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(d) Fundamental Transactions. If, at any

time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person,

in which the Company is not the surviving entity or in which the stockholders of the Company immediately prior to such merger or consolidation

do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation,

(ii) the Company effects any sale to another Person of all or substantially all of its assets in one or a series of related transactions,

(iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares

representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable,

accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires

more than 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the

Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately

after the transaction), provided, however, that the foregoing shall not include transactions for which the primary purpose is raising

capital or (v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common

Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination

of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then

following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and

kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if

it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise

in full of this Warrant (including any Distributions or Purchase Rights then held in abeyance pursuant to Sections 9(b) or 9(c)

above) without regard to any limitations on exercise contained herein (the “Alternate Consideration”) (provided, that

to the extent that the Holder’s right to receive any such Alternate Consideration would result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to receive such Alternate Consideration to such extent

(and shall not be entitled to beneficial ownership of such Common Stock as a result of such Alternate Consideration (and beneficial ownership)

to such extent) and at the Holder’s election, in its sole discretion, either (1) such Alternate Consideration to such extent shall

be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the

other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Alternate

Consideration granted, issued or sold on such initial receipt or on any subsequent receipt to be held similarly in abeyance) to the same

extent as if there had been no such limitation) or (2) the Company shall offer the Holder the right upon receipt of such Alternate Consideration

to acquire a security (e.g. a pre-funded warrant) that would not result in the Holder and the other Attribution Parties exceeding the

Maximum Percentage but will otherwise to the extent possible have economic and other rights, preferences and privileges substantially

consistent and on par with the securities or other property issuable upon exercise of the originally offered Alternate Consideration.

The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration

includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous

“cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation

thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume

the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be

entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent

transactions analogous to a Fundamental Transaction type. If the Company undertakes a Fundamental Transaction in which the Company is

not the surviving entity and the Alternate Consideration includes securities of another Person, then the Company shall provide that, prior

to or simultaneously with the consummation of such Fundamental Transaction, any successor to the Company, surviving entity or other Person

(including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as

the Holder is entitled to receive in accordance with the foregoing provisions, and to assume the other obligations under this Warrant.

The Company shall cause, to the extent the Fundamental Transaction is within the Company’s control, any successor entity in a Fundamental

Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations

of the Company under this Warrant and the Securities Purchase Agreement in accordance with the provisions of this Section 9(d)

and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced

by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of

shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable

upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,

and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number

of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately

prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity

shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant

and the Securities Purchase Agreement referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the Securities Purchase

Agreement with the same effect as if such Successor Entity had been named as the Company herein.

(e) Number of Warrant Shares. Simultaneously

with any adjustment to the Number of Warrant Shares pursuant to Section 9, the Exercise Price shall be increased or decreased proportionately,

so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased Number of Warrant Shares shall

be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event

may the Exercise Price be adjusted below the par value of the Common Stock then in effect.

(f) Calculations. All calculations under

this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.

(g) Notice of Adjustments. Upon the occurrence

of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly

compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,

including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise

of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which

such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to

the Transfer Agent.

(h) Notice of Corporate Events. If, while

this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect

of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock

of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval

for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company,

then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall

deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective date on which a

Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the

failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in

such notice. In the event such notice and the contents thereof shall be deemed to constitute material non-public information, the Company

shall (on the same time frame set forth in the immediately prior sentence) offer the Holder the ability to sign a confidentiality agreement

related thereto sufficient to allow the Holder to receive such notice, and the Company shall deliver such notice immediately upon execution

of such confidentiality agreement. If the holder does not sign the confidentiality agreement, then the Holder shall not receive such notice.

In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits

stockholder approval for any Fundamental Transaction contemplated by Section 9(d), other than a Fundamental Transaction under clause

(iii) of Section 9(d), the Company shall deliver to the Holder a notice of such Fundamental Transaction at least ten (10) Trading

Days prior to the date such Fundamental Transaction is consummated. Holder agrees to maintain any information disclosed pursuant to this

Section 9(h) in confidence until such information is publicly available, and shall comply with applicable law with respect to trading

in the Company’s securities following receipt of any such information.

10. Payment of Exercise Price. The

Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which

event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9)

of the Securities Act, determined as follows:

X = Y [(A-B)/A]

where:

“X” equals the number of Warrant Shares

to be issued to the Holder;

“Y” equals the total number of Warrant

Shares with respect to which this Warrant is then being exercised;

“A” equals the Closing Sale Price

of the shares of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and

“B” equals the Exercise Price then

in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144 promulgated under the Securities Act, it is

intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed

to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original

Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In

the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise

of this Warrant, then this Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. The Company

acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, any Warrant Shares issued pursuant to such a cashless

exercise shall take on the characteristics of the Warrants being exercised and that, for purposes of Rule 144 under the Securities Act,

the holding period of the Warrant Shares being issued may be tacked on to the exercising holder’s holding period of this Warrant.

Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (No Fractional Shares), in no event will the exercise of this Warrant

be settled in cash.

11. Limitations on Exercise.

(a) Notwithstanding anything to the contrary contained

herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of this Warrant shall not exercise any

portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the

extent that immediately prior to or following such exercise, the Holder, together with the Attribution Parties, beneficially owns or would

beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of

19.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise.

For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate

number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the

number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of

shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall

exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or

beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion

of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation,

any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation

contained herein. For purposes of this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except

as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act

and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, a

Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent

Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be,

(2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting

forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”).

For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm in writing

or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the

number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire

through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein

contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise

Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share

Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent

that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership,

as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced

number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the

“Reduction Shares”) or that no reduction is necessary in order to receive shares in compliance with the Maximum Percentage,

and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction

Shares (if any) and to issue the shares to the Holder (reduced by the Reduction Shares, if applicable). In any case, the number of outstanding

shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this

Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the

event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution

Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common

Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with

the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)

shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power

to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null

and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return

such Excess Shares (if in its possession) to the Company. By written notice to the Company, a Holder of this Warrant may from time to

time increase or decrease the Maximum Percentage to any other percentage specified in such notice, provided however, that (1) in no case

shall the percentage specified be in excess of 19.99% and (2) any increase in the Maximum Percentage will not be effective until the 61st

day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change.

(b) This Section 11 shall not restrict

the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the

amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction

as contemplated in Section 9(d) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms

of this Warrant in excess of the Maximum Percentage shall be deemed to not be beneficially owned by the Holder or the Attribution Parties

for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the

Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to

this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination

of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may

be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes

or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be

waived and shall apply to a successor holder of this Warrant.

12. No Fractional Shares. No fractional

Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be

issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder

in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.

13. Notices. Any and all notices

or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be

deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered confirmed e-mail

at the e-mail address specified by the Company prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after

the date of transmission, if such notice or communication is delivered via e-mail at the e-mail address specified by the Company on a

day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date

of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt

by the Person to whom such notice is required to be given, if by hand delivery.

14. Warrant Agent. The Company shall

initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent.

Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which

the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially

all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further

act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail,

postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15. Miscellaneous.

(a) No Rights as a Stockholder. Except

as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled

to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in

this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the

rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,

issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings,

receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is

then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing

any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,

whether such liabilities are asserted by the Company or by creditors of the Company.

(b) Further Assurances. Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities

or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior

to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally

issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain

all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable

the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number

of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or

exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

compliance with applicable securities laws and Section 3, this Warrant may be assigned by the Holder. This Warrant may not be assigned

by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant

shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the

preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or

equitable right, remedy or cause of action under this Warrant.

(d) Amendment and Waiver. This Warrant

may be amended only in writing signed by the Company and the Holder, or their successors and assigns. Except as otherwise provided herein,

the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein

required to be performed by it, only if the Company has obtained the written consent of the Holder.

(e) Acceptance. Receipt of this Warrant

by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f) Governing Law; Jurisdiction. ALL QUESTIONS

CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED

IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY

AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,

BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY

OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND

AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT.

EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH

SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY)

TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF

PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED

BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings. The headings herein are for

convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(h) Severability. If any part or provision

of this Warrant is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable

part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such

part or provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding upon the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly

executed by its authorized officer as of the date first indicated above.

PERASO INC.

By:

Name:

Title:

SCHEDULE 1

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase shares

of Common Stock under the Warrant]

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. __ (the “Warrant”)

issued by Peraso Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined

herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase Warrant

Shares pursuant to the Warrant.

(3) The Holder intends that payment of the Exercise Price shall

be made as (check one):

☐ Cash Exercise

☐ “Cashless Exercise”

under Section 10 of the Warrant

(4) If the Holder has elected a Cash Exercise, the Holder shall

pay the sum of $_____ in immediately available funds to the Company in accordance with the terms of the Warrant.

(5) Pursuant to this Exercise Notice, the Company shall deliver

to the Holder Warrant Shares determined in accordance with the terms of the Warrant.

(6) By its delivery of this Exercise Notice, the undersigned represents

and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of

the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended)

permitted to be owned under Section 11(a) of the Warrant to which this notice relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name of Holder as specified

on the face of the Warrant)

EX-4.2 — FORM OF COMMON WARRANT

EX-4.2

Filename: ea030961601ex4-2.htm · Sequence: 3

Exhibit 4.2

THIS WARRANT AND THE SHARES OF COMMON STOCK (OR IN LIEU THEREOF,

PRE-FUNDED WARRANTS (AS DEFINED BELOW)) ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED

FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY

HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE

SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH

FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

FORM OF WARRANT TO PURCHASE COMMON STOCK OR

PRE-FUNDED WARRANTS

Number of Shares: 19,864,918

(subject to adjustment)

Warrant No. [●]

Original Issue Date: October 28, 2026

Peraso Inc. a Delaware corporation (the

“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Nant Capital, LLC or its registered assigns (the “Holder”), is entitled, subject to the terms set forth

below, to purchase from the Company up to a total of 19,864,918 shares of common stock, $0.001 par value per share (the “Common

Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)

or in lieu thereof, Pre-Funded Warrants (as defined below) to purchase the same number of Warrant Shares (as subject to adjustment hereunder,

including as set forth in Section 4(b)), at an exercise price per share equal to $$0.3784, as adjusted from time to time as provided in

Section 9 (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants

to Purchase Common Stock or Pre-Funded Warrants issued in exchange, transfer or replacement hereof, the “Warrant”)

at any time and from time to time on or after the date hereof (the “Original Issue Date”) and on or prior to 5:00 p.m.

(New York City time) on the two-year anniversary of the Original Issue Date (the “Expiration Date”), but not thereafter.

1. Definitions. For purposes of this Warrant, the following

terms shall have the following meanings:

“Affiliate” means, with respect

to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under