Shares PANDORA MEDIA, INC. COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2011 • Pandora Media, Inc. • Radio broadcasting stations • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pandora Media, Inc., a Delaware corporation (the “Company”), and the selling stockholders, if any, named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.0001 par value per share, of the Company (the “Common Stock”).
