PANDORA MEDIA, INC. AND CITIBANK, N.A., as Trustee INDENTURE Dated as of June 1, 2018 1.75% Convertible Senior Notes due 2023Indenture • June 5th, 2018 • Pandora Media, Inc. • Radio broadcasting stations • New York
INDENTURE, dated as of June 1, 2018 between PANDORA MEDIA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITIBANK, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ContractCredit Agreement • February 18th, 2016 • Pandora Media, Inc. • Radio broadcasting stations • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 21, 2015 (this “Agreement”), to the Credit Agreement dated as of May 13, 2011, as previously amended and restated as of September 12, 2013 and subsequently amended prior to the date hereof (the “Existing Credit Agreement”), among PANDORA MEDIA, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
18,200,000 Shares PANDORA MEDIA, INC. COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2013 • Pandora Media, Inc. • Radio broadcasting stations • New York
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. AND MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers, WELLS FARGO BANK,...Credit Agreement • February 26th, 2018 • Pandora Media, Inc. • Radio broadcasting stations
THIS CREDIT AGREEMENT, is entered into as of December 29, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“WFB”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), JPMORGAN CHASE BANK, N.A. (“JPM”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), and WFB, as joint lead arrangers (in such capacities, together with their respective successors and assigns in such capacity, individually, each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”), JPM, MSSF, and WFB, as joint book runners (in such capacities, together with their respective successors and assigns in such capacity, individually, e
FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Indemnification Agreement • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2010, by and between Pandora Media, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 8th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 7, 2015 (the “Agreement Date”), by and among Pandora Media, Inc., a Delaware corporation (“Acquirer”), Tennessee Acquisition Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub I”), Tennessee Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquirer (“Merger Sub II” and collectively with Merger Sub I, the “Merger Subs”), Ticketfly, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
Morgan Stanley & Co. LLC New York, NY 10036Call Option Transaction • December 9th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Pandora Media, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
PANDORA MEDIA, LLC SIRIUS XM HOLDINGS INC. AND CITIBANK, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE February 1, 2019Third Supplemental Indenture • February 1st, 2019 • Pandora Media, LLC • Radio broadcasting stations • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of February 1, 2019 (this “Supplemental Indenture”), among Pandora Media, LLC (f/k/a Pandora Media, Inc.), a Delaware limited liability company (the “Company”), Sirius XM Holdings Inc., a Delaware corporation (the “Guarantor”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of December 9, 2015 (the “Original Indenture”), between the Company and the Trustee, as amended by the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of January 25, 2019, between the Company and the Trustee and the Second Supplemental Indenture, dated as of February 1, 2019 (the “Second Supplemental Indenture” and, together with the Original Indenture and the First Supplemental Indenture, the “Indenture”), among the Company, Billboard Holding Company, Inc., a Delaware corporation and the direct parent company of the Company (“New Holding Company”), and the Trustee.
REGISTRATION RIGHTS AGREEMENT by and among PANDORA MEDIA, INC. and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of June 9, 2017Registration Rights Agreement • June 14th, 2017 • Pandora Media, Inc. • Radio broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 9, 2017, by and among Pandora Media, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the “Purchasers” and each, a “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Investors” and individually each as an “Investor”.
Steve Bene Re: Employment Offer Dear Steve:Employment Agreement • April 27th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • California
On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of General Counsel. This letter agreement sets forth the terms and conditions of your employment with the Company (“Agreement”) if you accept and commence such employment. Please understand that this offer, if not accepted, will expire on Wednesday, October 15, 2014. In addition, as this is an executive officer position for the Company, your appointment must be approved by our Board of Directors.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandBase Call Option Transaction • December 9th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Pandora Media, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
PANDORA MEDIA, INC. BRIDGE BANK, NATIONAL ASSOCIATION AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of September 10, 2009, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and PANDORA MEDIA, INC. (“Borrower”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 14th, 2017 • Pandora Media, Inc. • Radio broadcasting stations • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2017 (the “Agreement Date”), by and among Eventbrite, Inc., a Delaware corporation (“Buyer”), and Pandora Media, Inc., a Delaware corporation (“Seller”) and Ticketfly, LLC, a Delaware limited liability company (the “Company”). Certain other capitalized terms used herein are defined in Exhibit A.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 2nd, 2017 • Pandora Media, Inc. • Radio broadcasting stations • California
This Separation Agreement and General Release (this “Agreement”), including and incorporating, by reference, the attached Summary of Terms and the definitions for the capitalized terms set forth therein, is made by and between Pandora Media, Inc., a Delaware corporation, with its principal place of business at 2100 Franklin Street, Suite 700, Oakland, CA 94612 (“Pandora” or “Company”) and Executive (collectively, the “Parties”). This Agreement is made as of the Agreement Date and shall become effective as of the Effective Date.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandCall Option Transaction • December 9th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Pandora Media, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
PANDORA MEDIA, INC. AND CITIBANK, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE January 31, 2019First Supplemental Indenture • February 1st, 2019 • Pandora Media, LLC • Radio broadcasting stations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 31, 2019 (this “Supplemental Indenture”), between Pandora Media, Inc., a Delaware corporation (the “Company”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of June 1, 2018 (the “Original Indenture”), between the Company and the Trustee.
PANDORA MEDIA, INC. BILLBOARD HOLDING COMPANY, INC. AND CITIBANK, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE February 1, 2019Second Supplemental Indenture • February 1st, 2019 • Pandora Media, LLC • Radio broadcasting stations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of February 1, 2019 (this “Supplemental Indenture”), among Pandora Media, Inc., a Delaware corporation (the “Company”), Billboard Holding Company, Inc., a Delaware corporation (“New Holding Company”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of December 9, 2015 (the “Original Indenture”), between the Company and the Trustee, as amended by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), dated as of January 25, 2019, between the Company and the Trustee.
INVESTMENT AGREEMENT by and between PANDORA MEDIA, INC., and SIRIUS XM RADIO INC. Dated as of June 9, 2017Investment Agreement • June 14th, 2017 • Pandora Media, Inc. • Radio broadcasting stations • New York
INVESTMENT AGREEMENT, dated as of June 9, 2017 (this “Agreement”), by and between Pandora Media, Inc., a Delaware corporation (the “Company”), and Sirius XM Radio Inc., a Delaware corporation (the “Purchaser”).
February 23, 2010 Steve Cakebread Re: Employment Terms Dear Steve:Employment Agreement • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations • California
On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of Chief Financial Officer, reporting to Joe Kennedy, Chief Executive Officer. This letter agreement sets forth the terms and conditions of your employment with the Company (“Agreement”). Please understand that this offer, if not accepted, will expire on March 2, 2010.
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 2nd, 2017 • Pandora Media, Inc. • Radio broadcasting stations
AMENDMENT NO. 1, dated as of September 1, 2017 (this “Amendment”), to the Membership Interest Purchase Agreement, dated as of June 9, 2017 (the “Agreement”), by and among Eventbrite, Inc., a Delaware corporation (“Buyer”), Pandora Media, Inc., a Delaware corporation (“Seller”) and Ticketfly, LLC, a Delaware limited liability company (the “Company”).
September 11, 2013 Brian McAndrews Seattle WA 98104 Re: Employment Offer Dear Brian:Employment Agreement • November 27th, 2013 • Pandora Media, Inc. • Radio broadcasting stations • California
On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of President and Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”). This letter agreement sets forth the terms and conditions of your employment with the Company (“Agreement”) if you accept and commence such employment. Please understand that this offer, if not accepted, will expire on September 11, 2013.
FOURTH AMENDMENT TO LEASELease • September 4th, 2012 • Pandora Media, Inc. • Radio broadcasting stations
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of March 10, 2011 by and between CIM/OAKLAND CENTER 21, LP, a Delaware limited partnership (“Landlord”), and PANDORA MEDIA, INC., a California corporation (“Tenant”), with reference to the following facts:
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • May 2nd, 2016 • Pandora Media, Inc. • Radio broadcasting stations • California
This SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made this day of April 13, 2016 (“Agreement Date”) by and between Brian McAndrews (“McAndrews”) and Pandora Media, Inc. (the “Company”).
Steven Cakebread c/o Pandora Media, Inc. Re: Transition Agreement Dear Steve:Transition Agreement • December 7th, 2012 • Pandora Media, Inc. • Radio broadcasting stations • California
This letter agreement (this “Agreement”) sets forth the arrangement between you and Pandora Media, Inc. (the “Company”) regarding your transition from the Company.
EIGHTH AMENDMENT TO LEASELease • May 29th, 2013 • Pandora Media, Inc. • Radio broadcasting stations
THIS EIGHTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of February 1, 2013 by and between CIM/OAKLAND CENTER 21, LP, a Delaware limited partnership (“Landlord”), and PANDORA MEDIA, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
November 12, 2004 Tom Conrad Dear Tom:Employment Agreement • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations
On behalf of Savage Beast Technologies Incorporated (the “Company”), I am pleased to offer you continued employment as Vice President of Engineering of the Company on the terms set forth herein. This agreement amends and restates, in its entirety, your offer letter dated June 18, 2004.
Roger J. Lynch Re: Employment Offer Dear Roger:Employment Agreement • November 2nd, 2017 • Pandora Media, Inc. • Radio broadcasting stations • California
On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of President and Chief Executive Officer, reporting to the Board of Directors of the Company (the “Board”). This letter agreement sets forth the terms and conditions of your employment with the Company (the “Agreement”), if you accept and commence such employment. Please understand that this offer, if not accepted, will expire on August 13, 2017.
SECOND AMENDMENT TO LEASE (Pandora)Lease • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of June 16, 2010 by and between CIM/OAKLAND CENTER 21, LP, a Delaware limited partnership (“Landlord”), and PANDORA MEDIA, INC., a California corporation (“Tenant”) with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations
This Employment Agreement (“Agreement”) is made and entered into effective as of April 28, 2004 (“Effective Date”), by and between Tim Westergren (“Executive”) and Savage Beast Technologies Incorporated, a California corporation (the “Company”) (collectively the “Parties”).
SESAC Internet Performance License for PandoraInternet Performance License • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations • New York
This License Agreement, including any attached Schedules (the “Agreement”) is made in New York by and between SESAC, Inc. (“SESAC”), a New York Corporation, with offices at 55 Music Square East, Nashville, TN 37203, and Pandora Media, Inc. (“LICENSEE”) a California Corporation with offices at 360 22nd Street, Suite 440, Oakland, CA 94612. (LICENSEE’S current telephone number is (510) 451-4100, current fax number is (510) 451-4286 and the current email contact is jkennedy@pandora.com.)
PANDORA MEDIA, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 22nd, 2011 • Pandora Media, Inc. • Radio broadcasting stations • California
This Fifth Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of May 20, 2010, by and among Pandora Media, Inc., a California corporation (the “Company”), and the holders of the Company’s Series A Preferred Stock, par value of $0.0001 per share (“Series A Stock”), Series B Preferred Stock, par value of $0.0001 per share (“Series B Stock”), Series C Preferred Stock, par value of $0.0001 per share (“Series C Stock”), Series D Preferred Stock, par value of $0.0001 per share (“Series D Stock”), Series E Preferred Stock, par value of $0.0001 per share (“Series E Stock”), Series F Preferred Stock, par value of $0.0001 per share (“Series F Stock”), and Series G Preferred Stock, par value of $0.0001 per share (“Series G Stock”) set forth on Exhibit A hereto (collectively, the “Investors”), and Will Glaser, Tim Westergren, Joe Kennedy and Jon Kraft (each of whom is herein referred to as a “Founder”). Capitalized terms not otherwise defined herein shall have the
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • May 2nd, 2016 • Pandora Media, Inc. • Radio broadcasting stations • California
This SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made this day of April 3, 2016 (the “Agreement Date”) by and between Simon Fleming-Wood (“Executive”) and Pandora Media, Inc. (the “Company”).
Morgan Stanley & Co. LLC New York, NY 10036Base Call Option Transaction • December 9th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Pandora Media, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
TWELFTH AMENDMENT TO LEASELease • May 9th, 2017 • Pandora Media, Inc. • Radio broadcasting stations
THIS TWELFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of January 11, 2017, by and between CIM/OAKLAND CENTER 21, LP, a Delaware limited partnership (“Landlord”), and PANDORA MEDIA, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
Re: Employment OfferEmployment Agreement • June 4th, 2012 • Pandora Media, Inc. • Radio broadcasting stations • California
On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of Chief Marketing Officer. This letter agreement sets forth the terms and conditions of your employment with the Company (“Agreement”) if you accept and commence such employment. Please understand that this offer, if not accepted, will expire on August 12, 2011.
