Pursuant to the terms of the Agreement, the Reporting Persons may receive additional
Exchangeable Shares if the conditions described below are met. The Issuer held in escrow an aggregate of 1,312,878 Exchangeable Shares and 502,567 shares of Common Stock (collectively, the Earnout Shares), of which the Reporting
Persons may in the aggregate receive up to 1,209,408 Exchangeable Shares. The Earnout Shares are escrowed pursuant to the terms of an escrow agreement on a pro rata basis from the aggregate consideration received by the Old Peraso stockholders,
subject to the offset by the Issuer for any losses in accordance with the Arrangement. Such Earnout Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of
the Effective Time and prior to the third anniversary of the Effective Time where the volume weighted average price of the Common Stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to
adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Issuer; or (c) the date of any bankruptcy, insolvency, restructuring, receivership,
administration, wind-up, liquidation, dissolution, or similar event involving the Issuer. All and any voting rights and other stockholder rights, other than with respect to dividends and distributions, with
respect to the Earnout Shares are suspended until the Earnout Shares are released from escrow.
As of the Effective Date, the Issuer and
each of the Reporting Persons entered into the lock-up agreements (the Lock-Up Agreements), pursuant to which, inter alia, each such Reporting Person
agreed, without the prior written consent of the Issuer, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short
sale or otherwise transfer or dispose of or lend (Transfer), directly or indirectly, any shares of Common Stock or any security convertible into or exercisable or exchangeable to the Common Stock, or publicly express the intent to
do so until the 12-month anniversary of the date of the effective time of the Arrangement (the Lock-Up Period). From and after the expiration of the Lock-Up Period, until ninety 90 days after the expiration of the Lock-Up Period (the Leak-Out Period) persons
subject to Lock-Up Agreements may not Transfer on any trading day during the Leak-Out Period (any such date, a Date of Determination), Common Stock or
the aforementioned securities, held by them in an amount representing more than 20% of the average daily trading volume of Common Stock as reported by Bloomberg, L.P. for the five trading days prior to each applicable Date of Determination. During
the Lock-Up Period and the Leak-Out Period, persons subject to Lock-Up Agreements are precluded from engaging in any hedging or
other similar transaction with respect to their securities. The Lock-Up Agreements contain customary exceptions. Reference to and description of the Lock-Up Agreement
set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Lock-Up Agreement, which has been filed as Exhibit 2 and is incorporated herein by
reference.
Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons,
without independent verification, any of the persons listed in Schedules I and II hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although the
Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons
may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing