X0206 3 2017-05-11 0 0001615165 Veritone, Inc. VERI 0000934549 ACACIA RESEARCH CORP 520 NEWPORT CENTER DRIVE 12TH FLOOR NEWPORT BEACH CA 92660 0 0 1 0 Common Stock 150000 D Secured Convertible Promissory Note 13.6088 2017-08-15 Common Stock 1523746 D Primary Common Stock Purchase Warrant 13.6088 2017-08-15 Common Stock 2150335 D 10% Common Stock Purchase Warrant 13.6088 2012-05-11 Common Stock 809400 D Tranche A Common Stock Purchase Warrant 13.6088 2016-08-15 2020-08-15 Common Stock 51437 D Tranche B Common Stock Purchase Warrant 13.6088 2016-11-25 2020-11-25 Common Stock 51437 D Second Tranche Common Stock Purchase Warrant 13.6088 2016-11-25 2020-11-25 Common Stock 51437 D Secured Convertible Bridge Note 13.6088 2017-11-25 Common Stock 295440 D Bridge Common Stock Purchase Warrant 13.6088 2017-03-17 2027-03-17 Common Stock 30000 D Bridge Common Stock Purchase Warrant 13.6088 2017-04-14 2027-04-14 Common Stock 30000 D Bridge Common Stock Purchase Warrant (IPO Tranche A) 13.6088 2017-05-11 2027-05-11 Common Stock 30000 D Bridge Common Stock Purchase Warrant (IPO Tranche B) 13.6088 2017-05-11 2027-05-11 Common Stock 30000 D Pursuant to the terms of the Secured Convertible Promissory Note (the "Note") issued on August 15, 2016, all outstanding principal and accrued interest of the Notes will be automatically converted into 1,523,746 share of common stock upon closing of the initial public offering ("IPO") of the Issuer's securities. Pursuant to the terms of the Primary Common Stock Purchase Warrant (the "Primary Warrant") dated as of August 15, 2016, the Primary Warrant will be automatically exercised for 2,150,335 shares of common stock upon closing of the IPO. Pursuant to the terms of the Primary Warrant, the Issuer will issue the 10% Common Stock Purchase Warrant (the "10% Warrant") with a term of five years to the Reporting Person immediately prior to the closing of the IPO. Fifty percent (50%) of the shares of common stock underlying the 10% Warrant became exercisable on the issuance date and the remaining 50% of the shares will become exercisable on the first anniversary of the issuance date. Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2016, all outstanding principal and accrued interest of the Bridge Notes will be automatically converted into 295,440 shares of common stock upon closing of the IPO. Upon closing of the IPO, the number of shares of common stock issuable upon exercise of this warrant will be increased to a number equal to (i) the number of outstanding shares of common stock of the Issuer on a fully-diluted basis, multiplied by (ii) 0.001875 (or 39,180 shares assuming the IPO closes on May 17, 2017). /s/ Edward J. Treska, Name: Acacia Research Corporation, By: Edward J. Treska, Title: EVP, General Counsel and Secretary 2017-05-11