Exhibit

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.



		Very truly yours,

		PANDORA MEDIA, INC.
		By:	/s/ Stephen Bené
		Name: Title:	Stephen Bené General Counsel and Corporate Secretary



cc: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 06902 Attention: Monica K. Thurmond, Esq. Facsimile: (212) 492-0055 Email: mthurmond@paulweiss.com Sidley Austin LLP 1001 Page Mill Road Building 1 Palo Alto, California 94304 Attention: Martin Wellington, Esq. Facsimile: (650) 565-7100 Email: mwellington@sidley.com Sidley Austin LLP 1999 Avenue of the Stars 17th Floor Los Angeles, California 90067 Attention: Stephen Blevit, Esq. Facsimile: (310) 595-9501 Email: sblevit@sidley.com