COMMON STOCK PURCHASE WARRANT VERITONE, INC.Veritone, Inc. • December 14th, 2023 • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 12, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VERITONE, INC., a Delaware corporation (the “Company”), up to [●] shares (subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
VERITONE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 19, 2021 1.75% Convertible Senior Notes due 2026Indenture • November 22nd, 2021 • Veritone, Inc. • Services-computer processing & data preparation • New York
INDENTURE dated as of November 19, 2021 between VERITONE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
975,000 Shares VERITONE, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 17, 2017Underwriting Agreement • November 20th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • New York
Veritone, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC (the “Representative”) is acting as Representative, an aggregate of 975,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”).
Veritone, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: June 1, 2018Equity Distribution Agreement • June 1st, 2018 • Veritone, Inc. • Services-computer processing & data preparation • New York
Shares VERITONE, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENTVeritone, Inc. • November 15th, 2017 • Services-computer processing & data preparation • New York
VERITONE, INC. 1,700,000 Shares of Common Stock Underwriting AgreementVeritone, Inc. • June 25th, 2018 • Services-computer processing & data preparation • New York
Veritone, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 1,700,000 shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 255,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
LEASE AGREEMENT By and Between PR II/MCC SOUTH COAST PROPERTY OWNER, LLC, a Delaware limited liability company (“Landlord”) and VERITONE, INC., a Delaware corporation (“Tenant”) July 14, 2017 575 Anton Boulevard Costa Mesa, CaliforniaLease Agreement • August 8th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of July 14, 2017, by and between PR II/MCC SOUTH COAST PROPERTY OWNER, LLC, a Delaware limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
PLEDGE AND SECURITY AGREEMENT dated as of December 13, 2023 between EACH OF THE GRANTORS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral AgentPledge and Security Agreement • December 14th, 2023 • Veritone, Inc. • Services-computer processing & data preparation
This PLEDGE AND SECURITY AGREEMENT, dated as of December 13, 2023 (this “Agreement”), by and among EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
CREDIT AND GUARANTY AGREEMENT dated as of December 13, 2023 among VERITONE, INC. as Borrower, and CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent...Credit and Guaranty Agreement • December 14th, 2023 • Veritone, Inc. • Services-computer processing & data preparation • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 13, 2023, is entered into by and among Veritone, Inc., a Delaware corporation (“Company”), as borrower and certain of its Subsidiaries, as Guarantors, the Lenders party hereto from time to time, and Wilmington Savings Fund Society, FSB (“WSFS”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2023 • Veritone, Inc. • Services-computer processing & data preparation • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 19, 2023 and is effective as of January 1, 2023 (the “Effective Date”), by and between Veritone, Inc., a Delaware corporation (the “Company”), and Ryan Steelberg (“Executive”). Certain capitalized terms used in this Agreement are defined in Section 24 below.
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2017 • Veritone, Inc. • Services-computer processing & data preparation • California
This Employment Agreement (the “Agreement”) is entered into between Veritone, Inc., a Delaware corporation (the “Company”), and Chad Steelberg (the “Executive”) effective as of this 14th day of March, 2017 (the “Effective Date”).
VERITONE, INC. RESTRICTED STOCK UNIT AGREEMENT RECITALSRestricted Stock Unit Agreement • March 18th, 2019 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
SECURITY AGREEMENTSecurity Agreement • November 14th, 2016 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
This SECURITY AGREEMENT, dated as of August 15, 2016 (this “Agreement”), is entered into by and between VERITONE, INC., a Delaware corporation (the “Grantor”), and ACACIA RESEARCH CORPORATION (the “Secured Party”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTForm of Director and Officer Indemnification Agreement • April 28th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of April 2017, by and between Veritone, Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
VOTING AGREEMENTVoting Agreement • November 14th, 2016 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT, dated as of August 15, 2016 (this “Agreement”), is entered into by and among Acacia Research Corporation, a Delaware corporation (“Acacia”), Veritone, Inc., a Delaware corporation (the “Company”), and each of the persons listed on Exhibit A (each, a “Holder” and, collectively, the “Holders”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 21st, 2017 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 15, 2017 (the “Effective Date”) by and among VERITONE, INC., a Delaware corporation (the “Company”), and each of the Lenders listed on Exhibit A attached hereto (collectively, the “Lenders”, and each individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Secured Promissory Notes (as defined below).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 21st, 2017 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 15, 2017 (this “Agreement”), is entered into by and among VERITONE, INC., a Delaware corporation (the “Grantor”), ACACIA RESEARCH CORPORATION, a Delaware corporation (“Acacia”), and VERITONE LOC I, LLC, a Delaware limited liability company (“VLOC”); Acacia and VLOC are sometimes referred to herein individually as a “Secured Party” and collectively as the “Secured Parties”).
VERITONE, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • April 28th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
AGREEMENT made as of this day of , 20 by and between Veritone, Inc., a Delaware corporation, and , Participant in the Corporation’s 2014 Stock Option/Stock Issuance Plan.
LOAN AGREEMENTLoan Agreement • April 20th, 2020 • Veritone, Inc. • Services-computer processing & data preparation • California
THIS LOAN AGREEMENT, made and entered into this 15TH day of APRIL, 2020, by and between VERITONE, INC. (collectively, “Borrower”) and Sunwest Bank (“Lender”).
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • California
This Consulting Agreement (this “Agreement”) is made and entered into as of the 2nd day of September, 2016 by and between Veritone, Inc., a Delaware corporation (“Company”) and John M. Markovich, an independent contractor (“Consultant”) with respect to Consultant’s engagement by Company as provided herein (each a “Party”and collectively, the “Parties”). In consideration of the terms and conditions set forth below, Company and Consultant agree as follows:
TO STOCK OPTION AGREEMENTStock Option Agreement • May 8th, 2018 • Veritone, Inc. • Services-computer processing & data preparation
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Veritone, Inc. (the “Corporation”) and [PARTICIPANT NAME] (“Participant”) evidencing the stock option granted on [GRANT DATE] to Participant under the Corporation’s 2017 Stock Incentive Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Option Agreement.
CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. VERITONE, INC. AMENDED AND...Independent Contractor Services Agreement • January 23rd, 2024 • Veritone, Inc. • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) is made and entered into on January 23, 2024 (the “Effective Date”), by and between Veritone, Inc., a Delaware corporation (the “Company”), and Steel Holdings, LLC (the “Consultant”), and with each herein also referred to individually as a “Party,” or collectively as the “Parties.”
FIRST AMENDMENT TO SECOND TRANCHE WARRANTSecond Tranche Warrant • April 21st, 2017 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
This First Amendment (this “Amendment”), dated as of March 14, 2017 (the “Effective Date”), amends that certain Common Stock Purchase Warrant (Second Tranche Warrant), dated November 25, 2016 (the “Warrant”), by and between Veritone, Inc., a Delaware corporation (“Company”) and Acacia Resesarch Corporation, the holder of the Warrant (“Holder”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Warrant.
VERITONE, INC. 2018 PERFORMANCE-BASED STOCK INCENTIVE PLAN PRESIDENT AWARD AGREEMENTPresident Award Agreement • July 5th, 2018 • Veritone, Inc. • Services-computer processing & data preparation
Notice is hereby given of the following Performance Option grant (the “Award”) to purchase shares of the Common Stock of Veritone, Inc. (the “Corporation”) under the Veritone, Inc. 2018 Performance-Based Stock Incentive Plan (the “Plan”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2023 • Veritone, Inc. • Services-computer processing & data preparation • New York
JOINDER AGREEMENTVoting Agreement • March 15th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • California
This Joinder Agreement (this “Agreement”) is made and entered into among Veritone, Inc., a Delaware corporation (the “Company”), BV16, LLC, a Delaware limited liability company (the “SPIV”) and NCI Investments, LLC, a Delaware limited liability company (“NCI”). In connection with the issuance of shares of the Company’s Common Stock by the Company to NCI and the transfer of shares of the Company’s Common Stock by NCI to the SPIV, the parties hereto agree as follows:
RENTAL AGREEMENT / LEASERental Agreement • November 14th, 2016 • Veritone, Inc. • Services-computer processing & data preparation
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • March 15th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • California
This STOCK ISSUANCE AGREEMENT (this “Agreement”) is made on April 5, 2016 by and between Veritone, Inc., a Delaware corporation (the “Company”), and NCI Investments, LLC, a Delaware limited liability company (the “Investor”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • October 8th, 2020 • Veritone, Inc. • Services-computer processing & data preparation • California
This Separation Agreement and General Release (“Agreement”) is entered into as of October 6, 2020 between Veritone, Inc., a Delaware corporation (together with its subsidiaries, collectively, the “Company”), and Peter F. Collins (“Executive”).
VERITONE, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 12th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
ContractAgreement and Plan of Merger • August 5th, 2021 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
PRIMARY COMMON STOCK PURCHASE WARRANT VERITONE, INC.Investment Agreement • March 15th, 2017 • Veritone, Inc. • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Veritone, Inc., a Delaware corporation (the “Company”), hereby grants to Acacia Research Corporation, a Delaware Corporation (the “Holder”), subject to the terms and conditions set forth herein, the right to purchase up to a number of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) equal to the quotient that results from dividing the Warrant Amount by the then applicable Exercise Price (as defined in Section 3(b)) (the “Warrant Shares”). The “Warrant Amount” means Fifty Million Dollars ($50,000,000) less all Convertible Amount(s) (i) then outstanding under the Secured Promissory Note (as defined below), (ii) repaid by the Company at any time following a Next Equity Financing, or (iii) previously converted into Conversion Shares as of the time of any Exercise, as adjusted from to time to time pursuant to the terms and conditions hereof. At the time of any exerci
CONFIDENTIAL SETTLEMENT AND INDEMNIFICATION AGREEMENTConfidential Settlement and Indemnification Agreement • March 15th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • California
THIS CONFIDENTIAL SETTLEMENT AND INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of March 28, 2016, is entered into by and among Veritone, Inc., a Delaware corporation (the “Company”), Chad Steelberg, an individual, Ryan Steelberg, an individual, NCI Investments, LLC (“NCI”) and 125 Media Holdings, L.L.C. (“125 Media”). Chad Steelberg and Ryan Steelberg are collectively referred to herein as the “Founders” and individually as a “Founder.”
VERITONE, INC. RESTRICTED STOCK UNIT AGREEMENT RECITALSRestricted Stock Unit Agreement • October 7th, 2020 • Veritone, Inc. • Services-computer processing & data preparation • Delaware
COMMERCIAL GUARANTY (CORPORATE GUARANTOR)Commercial Guaranty • August 14th, 2023 • Veritone, Inc. • Services-computer processing & data preparation
IN CONSIDERATION of the sum of One Dollar ($1.00), cash in hand paid, and other good and valuable consideration, as well as for the purpose of seeking to induce ALTERNA CAPITAL SOLUTIONS LLC having a principal office at 2420 Lakemont Ave, Suite 350, Orlando, FL 32814 (hereinafter termed the "ACS"), to extend or continue to extend financial accommodations to VERITONE, INC., a Delaware Corporation, VERITONE ONE, INC., a Delaware Corporation, TABLE ROCK MANAGEMENT, LLC, a California Limited Liability Company, PANDOLOGIC, INC., a Delaware Corporation, VERITONE ENTERPRISES, LLC, a Delaware Limited Liability Company, and VERITONE DIGITAL, INC. d/b/a T3 MEDIA, a Delaware Corporation (hereinafter termed the "Principal(s)"), VERITONE ALPHA, INC, a Delaware Corporation, PERFORMANCE BRIDGE MEDIA, INC, a New York Corporation, MACHINE BOX, INC., a Delaware Corporation, VERITONE POLITICS, LLC, a Delaware Limited Liability Company, VOCALID, INC., a Delaware Corporation, and BROADBEAN, INC., a Delawar
