6,373,275 Shares PANDORA MEDIA, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2018 • Pandora Media, Inc. • Radio broadcasting stations • New York
Pandora Media, Inc., a Delaware corporation (the “Company”) is entering into this Agreement with Morgan Stanley & Co., as representative of the several underwriters named in Schedule I hereto (the “Underwriters”), with respect to the offer and short sale of 6,373,275 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. The offer and short sale of Shares have been registered pursuant to the Registration Statement (as defined below), and are being offered and sold short pursuant to the Registration Statement and the Prospectus (as defined below). The outstanding shares of common stock, par value $0.0001 per share of the Company are hereinafter referred to as the “Common Stock.” Any reference herein to the Underwriters shall be deemed to refer to a single Underwriter if only a single Underwriter is named in Schedule I hereto.
