On August 15, 2016, Acacia Research Corporation, a Delaware
corporation (Acacia), entered into an Investment Agreement with
Veritone, Inc., a Delaware corporation (Veritone), that provides
for Acacia to invest up to $50 million in Veritone, consisting of
both debt and equity components. to the Investment Agreement, on
August 15, 2016, Veritone issued to Acacia a Secured Promissory
Note (the Note) to which Acacia may lend to Veritone up to $20
million through two $10 million advances, each bearing interest
at the rate of 6.0% per annum. On August 15, 2016, Veritone
borrowed $10 million from Acacia (the First Loan), which
initially had a one-year term, and, on November 25, 2016,
Veritone borrowed the remaining $10 million (the Second Loan),
which also had a one-year term from the date of issuance. Upon
Veritones borrowing of the Second Loan, the maturity date of the
First Loan was automatically extended to the maturity date of the
Second Loan, with both the First Loan and the Second Loan
becoming due and payable on November 25, 2017. Veritones
obligations under the Note are secured by substantially all of
the assets of Veritone to a Security Agreement dated August 15,
2016, which was amended and restated on March 15, 2017. At or
immediately prior to the closing of an initial public offering of
common stock of Veritone, all outstanding amounts of principal
and accrued interest under the Note will automatically convert
into shares of common stock of Veritone at a conversion price per
share equal to the lesser of (i) $8.1653 and (ii) the initial
public offering price per share of common stock of Veritone.

to the Investment Agreement, Veritone issued to Acacia a
five-year warrant (the Primary Warrant) to purchase up to a
number of shares of common stock of Veritone determined by
dividing $50 million, less all converted amounts or payments
under the Note (including interest accrued thereon), by an
exercise price per share ranging from $7.9817 to $8.2394, with
the actual exercise price per share to be determined by the
amount of principal and accrued interest under the Note that is
converted into shares of common stock of Veritone. Immediately
following the exercise of the Primary Warrant, Veritone will
issue to Acacia a warrant (the 10% Warrant) that provides for the
issuance of additional shares of common stock of Veritone at an
exercise price per share equal to the lower of $8.1653 or the
initial public offering price per share of common stock of
Veritone, with 50% of the shares underlying the 10% Warrant
vesting as of the issuance date of the 10% Warrant and the
remaining 50% of the shares vesting on the first anniversary of
the issuance date of the 10% Warrant.

In addition, (a) in conjunction with the First Loan, Veritone
issued to Acacia a four-year warrant to purchase a number of
shares of common stock of Veritone determined by dividing
$700,000 by an exercise price per share ranging from $4.85 to
$8.2394, and (b) in conjunction with the Second Loan, Veritone
issued to Acacia two additional four-year warrants, each to
purchase a number of shares of common stock of Veritone
determined by dividing $700,000 by an exercise price per share
ranging from $4.85 to $8.2394, with the actual exercise prices of
the foregoing warrants to be determined by the type and/or
valuation of future equity financings of Veritone (collectively,
the Secondary Warrants).

On March 15, 2017, Acacia and Veritone amended the terms of the
Primary Warrant to provide that, upon the closing of the initial
public offering of common stock of Veritone, the Primary Warrant
will be automatically exercised in full at an exercise price per
share equal to the lower of (i) $8.1653 and (ii) the initial
public offering price per share of common stock of Veritone. On
March 15, 2017, in connection with the amendment of the Primary
Warrant, Acacia and Veritone also amended the Secondary Warrants
to provide that the exercise prices thereof shall be equal to the
lower of (i) $8.1653 and (ii) the initial public offering price
per share of common stock of Veritone.

The foregoing descriptions of the Investment Agreement, the Note,
the Primary Warrant, the 10% Warrant, the Secondary Warrants and
related transactions do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Investment Agreement, the Note, the Primary Warrant, the 10%
Warrant and the Secondary Warrants, copies of which are filed
herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6,
respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits