0001230276-16-000057 Sample Contracts

Contract
Credit 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.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2016 • Pandora Media, Inc. • Radio broadcasting stations • New York

This AMENDMENT NO. 1, dated as of December 2, 2015 (this “Amendment”), is to that certain Credit Agreement, dated as of May 13, 2011, as amended and restated as of September 12, 2013 (as further amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among PANDORA MEDIA, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the administrative agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

ASSET PURCHASE AGREEMENT BY AND BETWEEN PANDORA MEDIA, INC. AND RDIO, INC., DATED AS OF NOVEMBER 16, 2015
Asset Purchase Agreement • February 18th, 2016 • Pandora Media, Inc. • Radio broadcasting stations • California

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of November 16, 2015, by and between Pandora Media, Inc., a Delaware corporation (“Purchaser”), and Rdio, Inc., a Delaware corporation (“Seller”). Each of the parties hereto is referred to herein individually as a “Party,” and collectively as the “Parties”.

ELEVENTH AMENDMENT TO LEASE
Lease • February 18th, 2016 • Pandora Media, Inc. • Radio broadcasting stations

THIS ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of July 28, 2015 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:

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