PODC · PodcastOne, Inc.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") as the lead director. The RSUs shall vest over three years, with 1/3rd of the RSUs to vest on the 12-month anniversary of the grant date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal 1/3rd tranches on each subsequent 12-month anniversary of the Initial Vesting Date, with the last tranche to vest on the three year anniversary of the Initial Vesting Date (inclusive), subject to the Reporting Person's continued service on the Board through each applicable vesting date. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan (the "Plan") the form of payout of the RSUs (cash and/or stock).

The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date. Settlement of the RSUs shall remain subject to approval of Amendment No. 1 to the Plan by the shareholders of the Issuer, pursuant to which the grant is being made.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares of the Issuer's common stock acquired by the Reporting Person via settlement of the Issuer's intercompany balances.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs vested on March 31, 2026. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs shall vest on March 31, 2026 (the "Vesting Date"), subject to the Reporting Person's continued service on the Board through the Vesting Date. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs shall vest on March 31, 2026 (the "Vesting Date"), subject to the Reporting Person's continued service on the Board through the Vesting Date. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

Represents the Issuer's Restricted Stock Units (the "RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan, as amended, the form of payout of the RSUs (cash and/or stock).

These RSUs were granted to the Reporting Person as bonus compensation in recognition of reaching certain milestones, which RSUs shall vest in full on January 8, 2028, irrespective of the Reporting Person's employment status with the Issuer on such vesting date.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs vested on March 31, 2026. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs vested on March 31, 2026. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs shall vest on March 31, 2026 (the "Vesting Date"), subject to the Reporting Person's continued service on the Board through the Vesting Date. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

Represents shares of the Issuer's common stock acquired by the Reporting Person via settlement of the Issuer's intercompany balances.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares of the Issuer's common stock acquired by the Reporting Person via settlement of the Issuer's intercompany balances.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents the Issuer's Restricted Stock Units (the "RSUs") which are settled in the Issuer's common stock on a one-for-one basis.

The RSUs were granted to the Reporting Person pursuant to the Employment Agreement, dated as of June 27, 2025 (the "EA"), and effective as of June 1, 2025 (the "Effective Date"), entered into between the Reporting Person and the Issuer. 175,000 of the RSUs shall vest on the six-month anniversary of the Effective Date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 175,000 RSUs on each subsequent six-month anniversary of the Initial Vesting Date, with the last tranche to vest on the two year anniversary of the Effective Date (inclusive); (continued to Footnote 3)

(continued from Footnote 2) provided that the RSUs shall vest earlier than the foregoing applicable vesting dates as follows: (x) one-third of the RSUs shall vest if during the term of the EA (the "Term"), the shares of the Issuer's common stock have traded at a price of $3.50 per share or more for a period of at least 90 consecutive days, (y) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of $5.00 per share or more for a period of at least 90 consecutive days, and (z) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of ten $10.00 per share or more for a period of at least 90 consecutive days, (continued to Footnote 4)

(continued from Footnote 3) subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a PC1 Change of Control, (ii) the date of the Reporting Person's death, (iii) the date of the Reporting Person's Disability (as defined in the EA) and (iv) the expiration or the effective date of termination of the EA.

Represents the Issuer's Restricted Stock Units (the "RSUs") which are settled in the Issuer's common stock on a one-for-one basis.

The RSUs were granted to the Reporting Person pursuant to the Employment Agreement, dated as of June 27, 2025 (the "EA"), and effective as of June 1, 2025 (the "Effective Date"), entered into between the Reporting Person and the Issuer. 37,500 of the RSUs shall vest on the six-month anniversary of the Effective Date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 37,500 RSUs on each subsequent six-month anniversary of the Initial Vesting Date, with the last tranche to vest on the two year anniversary of the Effective Date (inclusive), (continued to Footnote 3)

(continued from Footnote 2) subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a PC1 Change of Control, (ii) the date of the Reporting Person's death, (iii) the date of the Reporting Person's Disability (as defined in the EA) and (iv) the expiration or the effective date of termination of the EA. Restricted Stock Units

Represents the Issuer's Restricted Stock Units (the "RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan, as amended, the form of payout of the RSUs (cash and/or stock).

These RSUs were granted to the Reporting Person as bonus compensation in recognition of reaching certain milestones, which RSUs shall vest in full on April 21, 2027, irrespective of the Reporting Person's employment status with the Issuer on such vesting date. The grant of these RSUs is subject to approval by the Issuer's stockholders of an amendment to the Plan to be voted upon by the Issuer's stockholders at the Issuer's 2026 Annual Meeting of Stockholders.

Represents shares of the Issuer's common stock acquired by the Reporting Person via settlement of the Issuer's intercompany balances.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Represents shares of the Issuer's common stock acquired by the Reporting Person via settlement of the Issuer's intercompany balances.

Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from January 23, 2023 to September 30, 2024. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from March 29, 2024 to September 30, 2024. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.