Peraso Inc. — Director's Dealing 2021

Dec 28, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Peraso Inc. (PRSO)
CIK: 0000890394
Period of Report: 2021-12-17

Reporting Person: Roadmap Capital General Partner Ltd (10% Owner)
Reporting Person: Roadmap Innovation Fund I (10% Owner)
Reporting Person: Roadmap Innovation Fund II (10% Owner)
Reporting Person: Roadmap Peraso LP (10% Owner)
Reporting Person: Roadmap Peraso LP II (10% Owner)
Reporting Person: Roadmap Peraso LP II (U.S. & Offshore) (10% Owner)
Reporting Person: Roadmap Peraso LP III (10% Owner)
Reporting Person: Roadmap Peraso LP III (U.S. & Offshore) (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Exchangeable Shares	$		Common Stock (153073)		Indirect
Earn Out Right	$		See Footnote (21621)		Indirect
Exchangeable Shares	$		Common Stock (63334)		Indirect
Earn Out Right	$		See Footnote (8946)		Indirect
Exchangeable Shares	$		Common Stock (18095)		Indirect
Earn Out Right	$		See Footnote (2556)		Indirect
Exchangeable Shares	$		Common Stock (428369)		Indirect
Earn Out Right	$		See Footnote (60505)		Indirect
Exchangeable Shares	$		Common Stock (24021)		Indirect
Earn Out Right	$		See Footnote (3393)		Indirect
Exchangeable Shares	$		Common Stock (674724)		Indirect
Earn Out Right	$		See Footnote (95301)		Indirect
Exchangeable Shares	$		Common Stock (204337)		Indirect
Earn Out Right	$		See Footnote (28861)		Indirect
Exchangeable Shares	$		Common Stock (5774026)		Indirect
Earn Out Right	$		See Footnote (815547)		Indirect
Exchangeable Shares	$		Common Stock (1222551)		Indirect
Earn Out Right	$		See Footnote (172678)		Indirect

Footnotes

F1: Exchangeable Shares issued by 2864555 Ontario Inc. ("Canco"), a wholly-owned subsidiary of Peraso Inc. (the "Issuer"), each of which are exchangeable for one share of Common Stock of the Issuer at the election of the holder. Holders of Exchangeable Shares also have the right, at their election, to require Canco to redeem any or all of their Exchangeable Shares for cash in an amount equal to the current market price (calculated in accordance with the Arrangement Agreement entered into by the Issuer and other persons named therein on September 14, 2021 (the "Arrangement")) of the Common Stock. The Exchangeable Shares may also be redeemed by Canco for cash in an amount equal to the current market price (calculated in accordance with the Arrangement) on and after the 7th anniversary of the effective date of the Arrangement, and at any time upon the occurrence of certain events.

F2: Held directly by Roadmap Capital Inc. ("Roadmap Capital"). Roadmap Capital is the sole shareholder of Roadmap Capital General Partner Ltd. ("Roadmap GP"). Roadmap GP is the general partner of Roadmap Innovation Fund I ("Roadmap Innovation I"); Roadmap Innovation Fund II ("Roadmap Innovation II"); Roadmap Peraso LP ("Roadmap Peraso"); Roadmap Peraso LP (U.S. and Offshore) ("Roadmap Peraso (U.S. and Offshore)"); Roadmap Peraso LP II ("Roadmap Peraso II"); Roadmap Peraso LP II (US and Offshore) ("Roadmap Peraso II (U.S. and Offshore)"); Roadmap Peraso LP III ("Roadmap Peraso III"); Roadmap Peraso LP III (US and Offshore) ("Roadmap Peraso III (U.S. and Offshore)") (collectively, the "Roadmap Funds" and, together with Roadmap GP and Roadmap Capital, the "Reporting Persons").

F3: Because of the relationship between Roadmap GP and each of the Roadmap Funds, Roadmap GP may be deemed to beneficially own securities beneficially owned by each of the Roadmap Funds. Because of the relationship between Roadmap Capital and Roadmap GP, Roadmap Capital may be deemed to beneficially own the securities beneficially owned by Roadmap Capital. Each of the Reporting Persons disclaims beneficial interest of any securities except to the extent of their pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F4: Pursuant to the terms of the Agreement, the Reporting Persons may receive additional Exchangeable Shares, 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.

F5: Held directly by Roadmap Innovation I.

F6: Held directly by Roadmap Innovation II.

F7: Held directly by Roadmap Peraso.

F8: Held directly by Roadmap Peraso (U.S. and Offshore)

F9: Held directly by Roadmap Peraso II.

F10: Held directly by Roadmap Peraso II (U.S. and Offshore)

F11: Held directly by Roadmap Peraso III

F12: Held directly by Roadmap Peraso III (U.S. and Offshore)