RE: NOTICE OF TERMINATION OF INVESTMENT AGREEMENT

Reference is hereby made to the Investment Agreement, dated as of May 8, 2017, by and among Pandora Media, Inc. (the “Company”), KKR Classic Investors L.P. (previously known as KKR Classic Investors LLC) (“KKR”), and the other parties that become Purchasers thereunder (as amended by that certain First Amendment dated as of June 8, 2017, the “Investment Agreement”). Capitalized terms used but not defined in this letter shall have the meanings given them in the Investment Agreement.

In accordance with Section 7.01(f) of the Investment Agreement, the Company hereby notifies the Purchasers of the Company’s intent to terminate the Investment Agreement in connection with the Company’s determination to accept a minority investment from a strategic party. The Company will pay to KKR or its designees the fee of $22,500,000 by the close of business today, in accordance with wire instructions to be provided by KKR. Upon delivery of this letter, the Investment Agreement is hereby terminated and, subject to Section 7.02 of the Investment Agreement, shall be of no further force and effect.