Material Agreement Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement.

On January 15, 2025, PodcastOne, Inc. (the "Company") entered into a three-year Enterprise Service and Advertising Agreement (the "Agreement") with ART19 LLC ("ART19"), a subsidiary of Amazon.com, Inc. to move the existing network of PodcastOne programming to the ART19 hosting platform. The Agreement is expected to drive additional monetization opportunities across the Company's vast library of popular podcasts.

Pursuant to the Agreement ART19 is required to pay the Company a minimum guarantee of $15.0 million plus over the term of the Agreement based on the Company achieving certain minimum impressions amount, which guarantee is subject to adjustment as provided in the Agreement, including if the Company achieves higher minimum impressions amounts. In addition, the Agreement provides for a revenue share split between the Company and ART19 based on gross sales revenue achieved by the Company under the Agreement.

The Agreement contains certain standard covenants for the benefit of each party and certain customary representations and warranties and standard Company indemnification obligations. The Agreement contains certain customary termination provisions, including as a result of an uncured material breach or if the total impressions amount decreases below a certain minimum level.