Pandora Media, Inc. Contracts & Agreements

First Supplemental Indenture, dated as of January 31, 2019, between Pandora Media, Inc. and Citibank, N.A., as the trustee, relating to the 2023 Notes (Filed With SEC on February 1, 2019)

Second Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, Inc., Billboard Holding Company and Citibank, N.A., as the trustee, relating to the 2020 Notes (Filed With SEC on February 1, 2019)

Third Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, LLC, Sirius XM Holdings, Inc. and Citibank, N.A., as the trustee, relating to the 2020 Notes (Filed With SEC on February 1, 2019)

Second Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, Inc., Billboard Holding Company, Inc. and Citibank, N.A., as the trustee, relating to the 2023... (Filed With SEC on February 1, 2019)

Third Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, LLC, Sirius XM Holdings, Inc. and Citibank, N.A., as the trustee, relating to the 2023 Notes (Filed With SEC on February 1, 2019)

First Supplemental Indenture, dated as of January 25, 2019, between Pandora Media, Inc. and Citibank, N.A., as the trustee, relating to the 2020 Notes (Filed With SEC on January 31, 2019)

Offer letter with Aime Lapic, dated November 22, 2017 (Filed With SEC on November 5, 2018)

Amendment No. 2 to Credit Agreement, dated as of December 29, 2017, by and among the Company and Pandora Media California, LLC, the lenders party thereto, Wells Fargo Bank,... (Filed With SEC on November 5, 2018)

Agreement and Plan of Merger and Reorganization dated as of September 23, 2018, by and among Sirius XM Holdings Inc., a Delaware corporation, White Oaks Acquisition Corp., a... (Filed With SEC on September 24, 2018)

Form of Employee Inducement Grant Agreement (Filed With SEC on July 31, 2018)

Indenture, dated as of June 1, 2018, between the Company and Citibank, N.A., as Trustee (Filed With SEC on June 5, 2018)

Underwriting Agreement, dated as of May 24, 2018, by and between the Company and Morgan Stanley & Co. LLC (Filed With SEC on May 29, 2018)

Amendment No. 1 to Credit Agreement, dated as of December 29, 2017, by and among the Company and Pandora Media California, LLC, the lenders party thereto, Wells Fargo Bank,... (Filed With SEC on May 4, 2018)

2018 Corporate Incentive Plan (Filed With SEC on May 4, 2018)

Amendment No. 2 to Membership Interest Purchase Agreement, dated as of June 9, 2017 by and among Eventbrite, Inc., Pandora Media, Inc., and Ticketfly, LLC, dated March 30, 2018 (Filed With SEC on May 4, 2018)

Form of Retention Restricted Stock Unit Agreement under the 2011 Equity Incentive Plan (Filed With SEC on February 26, 2018)

Separation Agreement and General Release between Tim Westergren and Pandora Media, Inc., dated July 15, 2017 (Filed With SEC on November 2, 2017)

First Amendment to Offer Letter with Naveen Chopra, dated August 7, 2017 (Filed With SEC on November 2, 2017)

Restricted Stock Unit Agreement under the 2011 Equity Incentive Plan between Naveen Chopra and Pandora Media, Inc., dated August 7, 2017 (Filed With SEC on November 2, 2017)

Offer Letter with Roger Lynch, dated August 9, 2017 (Filed With SEC on November 2, 2017)

Separation Agreement and General Release between Michael Herring and Pandora Media, Inc., dated August 15, 2017 (Filed With SEC on November 2, 2017)

Amendment No. 1 to Membership Interest Purchase Agreement, dated as of June 9, 2017 by and among Eventbrite, Inc., Pandora Media, Inc., and Ticketfly, LLC, dated September 1, 2017 (Filed With SEC on November 2, 2017)

Restricted Stock Unit Agreement under the 2011 Equity Incentive Plan between Roger Lynch and Pandora Media, Inc., dated September 18, 2017 (Filed With SEC on November 2, 2017)

Option Agreement under the 2011 Equity Incentive Plan between Roger Lynch and Pandora Media, Inc., dated September 18, 2017 (Filed With SEC on November 2, 2017)

PANDORA MEDIA INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY Amended and Restated as of August 9, 2017 (Filed With SEC on August 14, 2017)

PANDORA MEDIA,INC. 2014 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated as of August 7, 2017) (Filed With SEC on August 9, 2017)

Amended and Restated Executive Severance and Change of Control Policy (Filed With SEC on August 1, 2017)

FIRST AMENDMENT TO INVESTMENT AGREEMENT (Filed With SEC on June 14, 2017)

RE: NOTICE OF TERMINATION OF INVESTMENT AGREEMENT (Filed With SEC on June 14, 2017)

INVESTMENT AGREEMENT by and between PANDORA MEDIA, INC., and SIRIUS XM RADIO INC. Dated as of June 9, 2017 (Filed With SEC on June 14, 2017)

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVENTBRITE, INC., a Delaware corporation, PANDORA MEDIA, INC., a Delaware corporation, and TICKETFLY, LLC, a Delaware limited... (Filed With SEC on June 14, 2017)

Twelfth Amendment to Lease between CIM/Oakland Center 21, LP and Pandora Media, Inc., dated January 11, 2017 (Filed With SEC on May 9, 2017)

2017 Corporate Incentive Plan (Filed With SEC on May 9, 2017)

Severance and Release Agreement between Sara Clemens and Pandora Media, Inc., dated January 12, 2017 (Filed With SEC on May 9, 2017)

Offer Letter with David Gerbitz, dated June 3, 2014 (Filed With SEC on May 9, 2017)

Offer Letter with Naveen Chopra, dated February 27, 2017 (Filed With SEC on May 9, 2017)

PANDORA MEDIA INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY Amended and Restated as of February 23, 2017 (Filed With SEC on February 27, 2017)

Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2016 (As amended and restated on October 27, 2016 by the Compensation Committee of Pandoras Board of... (Filed With SEC on February 16, 2017)

PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF PERFORMANCE AWARD GRANT (Filed With SEC on July 26, 2016)

Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2016 (Filed With SEC on May 2, 2016)

SEVERANCE AND RELEASE AGREEMENT (Filed With SEC on May 2, 2016)

ELEVENTH AMENDMENT TO LEASE (Filed With SEC on February 18, 2016)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on February 18, 2016)

[Signature pages follow.] (Filed With SEC on February 18, 2016)

PANDORA MEDIA, INC. AND CITIBANK, N.A., as Trustee INDENTURE Dated as of December 9, 2015 1.75% Convertible Senior Notes due 2020 (Filed With SEC on December 9, 2015)

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Main Office 1111 Polaris Parkway, Columbus, Ohio 43240... (Filed With SEC on December 9, 2015)

SETTLEMENT AGREEMENT (Filed With SEC on October 26, 2015)

AGREEMENT AND PLAN OF MERGER by and among PANDORA MEDIA, INC., a Delaware corporation, TENNESSEE ACQUISITION SUB I, INC., a Delaware corporation, TENNESSEE ACQUISITION SUB II,... (Filed With SEC on October 8, 2015)

FIRST LEASE MODIFICATION AND TERM EXTENSION AND ADDITIONAL SPACE AGREEMENT (Filed With SEC on July 24, 2015)

2101 WEBSTER ST " STE 1650 " OAKLAND, CA 94612 | ###-###-#### | F ###-###-#### | PANDORA.COM (Filed With SEC on April 27, 2015)

PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF MARKET STOCK UNIT GRANT (Filed With SEC on April 27, 2015)

Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2015 (Filed With SEC on April 27, 2015)

SUBLEASE AGREEMENT (Filed With SEC on February 11, 2015)

NINTH AMENDMENT TO LEASE (Filed With SEC on October 28, 2014)

TENTH AMENDMENT TO LEASE (Filed With SEC on October 28, 2014)

Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2014 (Filed With SEC on April 29, 2014)

Exhibit A (Filed With SEC on April 29, 2014)

18,200,000 Shares PANDORA MEDIA, INC. COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENT (Filed With SEC on September 19, 2013)

Pandora Media Corporate Incentive Plan for Fiscal Year 2014 (Filed With SEC on August 27, 2013)

EIGHTH AMENDMENT TO LEASE (Filed With SEC on May 29, 2013)

PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT GRANT FOR NON-U.S. PARTICIPANTS (Filed With SEC on May 29, 2013)

PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT GRANT (Filed With SEC on March 18, 2013)

THIRD AMENDMENT TO LEASE (Pandora) (Filed With SEC on September 4, 2012)

FOURTH AMENDMENT TO LEASE (Filed With SEC on September 4, 2012)

FIFTH AMENDMENT TO LEASE (Filed With SEC on September 4, 2012)

SIXTH AMENDMENT TO LEASE (Filed With SEC on September 4, 2012)

SEVENTH AMENDMENT TO LEASE (Filed With SEC on September 4, 2012)

Pandora Media Corporate Incentive Plan for Fiscal Year 2013 (Filed With SEC on June 4, 2012)

PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF PERFORMANCE-BASED STOCK OPTION GRANT (NSO) (Filed With SEC on June 4, 2012)

PANDORA MEDIA INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY As of December 7, 2011 (Filed With SEC on March 19, 2012)

PANDORA MEDIA INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY As of September 7, 2011 (Filed With SEC on November 29, 2011)

PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT GRANT (Filed With SEC on September 2, 2011)

Shares PANDORA MEDIA, INC. COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENT (Filed With SEC on May 26, 2011)

PANDORA MEDIA, INC. 2011 EQUITY INCENTIVE PLAN (Filed With SEC on May 26, 2011)

Pandora Media Corporate Incentive Plan for Fiscal Year 2012 (Filed With SEC on April 4, 2011)

PANDORA MEDIA, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTSAGREEMENT (Filed With SEC on February 22, 2011)

PANDORA MEDIA, INC. (formerly Savage Beast Technologies Incorporated) 2004 STOCK PLAN (as amended April 19, 2004) (as amended July 14, 2004) (as amended March 29, 2006) (as... (Filed With SEC on February 22, 2011)

THESAVAGEBEAST.COM, INC. 2000 STOCK INCENTIVE PLAN (Filed With SEC on February 22, 2011)

FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation) (Filed With SEC on February 22, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on February 22, 2011)

{Signature page follows} (Filed With SEC on February 22, 2011)

CENTER 21 OFFICE LEASE (Filed With SEC on February 22, 2011)

FIRST AMENDMENT TO LEASE (Filed With SEC on February 22, 2011)

SECOND AMENDMENT TO LEASE (Pandora) (Filed With SEC on February 22, 2011)

SESAC Internet Performance License for Pandora (Filed With SEC on February 22, 2011)

NOTICE OF ELECTION FOR RATES AND TERMS FOR PUREPLAY WEBCASTERS 2011 LICENSE PERIOD For all or any portion of the period January 1, 2011 December 31, 2011 (Filed With SEC on February 22, 2011)

PANDORA MEDIA, INC. BRIDGE BANK, NATIONAL ASSOCIATION AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (Filed With SEC on February 22, 2011)

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Pandora Media, Inc. Contracts & Agreements