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Legal Disclaimer
The information in this presentation is provided to you by PodcastOne, Inc. (the “Company” or “PodcastOne”) solely for informational purposes and is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or
instrument of the Company, or to participate in any investment activity or trading strategy, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment in the United States or anywhere else.
By viewing or participating in this presentation, you acknowledge and agree that (i) the information contained in this presentation is intended for the recipient of this information only and shall not be disclosed, reproduced or distributed in any
way to anyone else, (ii) no part of this presentation or any other materials provided in connection herewith may be copied, retained, taken away, reproduced or redistributed following this presentation, and (iii) all participants must return all
materials provided in connection herewith to the Company at the completion of the presentation. By viewing, accessing or participating in this presentation, you agree to be bound by the foregoing limitations.
No representations, warranties or undertakings, express or implied, are made and no reliance should be placed on the accuracy, fairness or completeness of the information, sources or opinions presented or contained in this presentation, or
in the case of projections contained herein, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investors will pursue his, her or its own
independent investigation. The statistical and industry data included herein was obtained from various sources, including certain third parties, and has not been independently verified. By viewing or accessing the information contained in this
presentation, the recipient hereby acknowledges and agrees that neither the Company nor any representatives of the Company accepts any responsibility for or makes any representation or warranty, express or implied, with respect to the
truth, accuracy, fairness, completeness or reasonableness of the information contained in, and omissions from, these materials and that neither the Company nor any of its affiliates, employees, officers, directors, advisers, placement agents
or representatives accepts any liability whatsoever for any loss howsoever arising from any information presented or contained in these materials.
This presentation contains forward-looking statements, including descriptions about the intent, belief or current expectations of the Company and its management about future performance and results. Such forward-looking statements are
not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-
looking statements. These factors include risks and uncertainties as to: the Company’s ability to consummate any proposed financing, acquisition or transaction, the timing of the closing of such proposed event, including the risks that a
condition to closing would not be satisfied within the expected timeframe or at all or that the closing of any proposed financing, acquisition or transaction will not occur or whether any such event will enhance shareholder value; the
Company’s ability to continue as a going concern; if and when required, the Company’s ability to obtain additional capital, including to fund its and/or LiveOne’s current debt obligations and to fund potential acquisitions and capital
expenditures; the Company’s ability to attract, maintain and increase the number of its listeners; the Company’s ability to identify, acquire, secure and develop content; the Company’s ability to successfully implement its growth strategy, the
Company’s ability to acquire and integrate its acquired businesses, the ability of the Company’s combined business to grow, including through acquisitions which it is able to successfully integrate, and the ability of its executive officers to
manage growth profitably; the outcome(s) of any legal proceedings pending or that may be instituted against the Company, its subsidiaries, or third parties to whom the Company owes indemnification obligations; changes in laws or
regulations that apply to the Company or its industry; the Company’s ability to recognize and timely implement future technologies in the podcasting space; the Company’s ability to capitalize on investments in developing its service offerings,
including its ability to deliver and develop upon current and future technologies; significant product development expenses associated with the Company’s technology initiatives; the Company’s ability to timely and economically obtain
necessary approval(s), releases and/or licenses on a timely basis for the use of its content on an applicable platform; the Company’s ability to obtain and maintain international authorizations to operate its service over the proper foreign
jurisdictions its listeners utilize; the Company’s ability to expand its service offerings and deliver on its service roadmap; the Company’s ability to timely and cost-effectively produce, identify and or deliver compelling content that brands will
advertise on and/or listeners desire to listen to; general economic and technological circumstances in the podcasting and digital streaming markets; the Company’s ability to obtain and maintain its current and new desirable content; the loss
of, or failure to realize benefits from, agreements with the Company’s podcasters and other content providers and partners; unfavorable economic conditions in the podcasting industry and economy as a whole; the Company’s ability to
expand its domestic or international operations, including its ability to grow its business with current and potential future podcasting platforms and partners; the effects of service interruptions or delays, technology failures, material defects or
errors in our software, damage to the Company’s equipment or geopolitical restrictions; costs associated with defending pending or future intellectual property infringement actions and other litigation or claims; increases in the Company’s
projected capital expenditures due to, among other things, unexpected costs incurred in connection with the roll out of its technology roadmap or its plans of expansion in North America and internationally; fluctuation in the Company’s
operating results; the demand for podcasting and digital media streaming services and market acceptance for the Company’s products and services; the Company’s ability to generate sufficient cash flow to make payments on its and/or
LiveOne’s indebtedness; the Company’s incurrence of additional indebtedness in the future; LiveOne’s compliance with the covenants in its credit facility agreement; risks and uncertainties applicable to the businesses of the Company’s
subsidiaries; and other risks including, but not limited to, those described in the Company’s Special Financial Report under the cover of Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, the
Quarterly Report on Form 10-Q, filed with the SEC on February 13, 2024, and other filings and submissions with the SEC. These forward-looking statements speak only as of the date set forth below and the Company disclaims any
obligations to update these statements except as may be required by law. Neither the Company nor any of its affiliates, advisors, placement agents or representatives has any obligation to, nor do any of them undertake to, revise or update
the forward-looking statements contained in this presentation to reflect future events or circumstances.
This presentation speaks as of March 15, 2024. The information presented or contained in this presentation is subject to change without notice and its accuracy is not guaranteed. Neither the delivery of this presentation nor any further
discussion of the Company or any of its affiliates, shareholders, officers, directors, employees, agents or advisors with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of
the Company since that date.