Veritone, Inc.

Code

A

Shares

925,000

Price

$0.00

Footnotes

4

Consists of RSUs representing the right to receive shares of the issuer's common stock upon vesting. One-third of the RSUs vest on each of July 7, 2027, July 7, 2028 and July 7, 2029, subject to the reporting person's continuous service with the issuer on each date. Reporting person is the trustee of The RSS Living Trust dated April 6, 2012 and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. Shares are held by RVH, LLC, a limited liability company. Reporting person is the sole manager and member of RVH, LLC. Consists of performance stock units representing the contingent right to receive shares of the issuer's common stock upon vesting. Performance stock units representing shares of the issuer's common stock vest in three substantially equal installments upon the achievement of milestone stock price goals of $1.8825 per share, $3.7650 per share and $5.6475 per share (each, a "Milestone Price") within specified performance periods, as certified by the compensation committee of the issuer's board of directors. Achievement of each Milestone Price is measured using the volume-weighted average closing price of the issuer's common stock over the 90-calendar day period ending on the last day of the applicable performance period.