(1)	In the event of a stock split, stock dividend or similar transaction involving common stock of Pandora Media, Inc. (the “Registrant”), $0.0001 par value per share (“Common Stock”), the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 20, 2018, by and among the Registrant, Almaden Acquisition Sub, Inc., AdsWizz Inc. (“AdsWizz”), and Fortis Advisors LLC, the Registrant has assumed certain outstanding options and unvested restricted stock units granted under the 2014 Stock Incentive Plan of AdsWizz Inc. (the “Plan”) and has assumed the Plan with respect to the available shares under the Plan as of the effective date of the merger contemplated by the Merger Agreement. The assumed options will become exercisable solely to purchase shares of the Registrant’s Common Stock, with appropriate adjustments to the number of shares subject to the assumed options and the exercise price of such options, in accordance with the terms of the Plan, the Merger Agreement, and each grant recipient’s award agreement. The

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(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The proposed Maximum Offering Price Per Share is the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on June 7, 2018 (rounded up to the nearest cent).

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•	breach of a director’s duty of loyalty to the corporation or its stockholders;

•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•	unlawful payment of dividends or unlawful stock purchases or redemptions; and

•	any transaction from which a director derived an improper personal benefit.

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A.	The undersigned Registrant hereby undertakes:

B.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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