0001230276-15-000030 Sample Contracts

AGREEMENT AND PLAN OF MERGER

Merger Agreement • October 8th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 8th, 2015
• Company
  Pandora Media, Inc.
• Industry
  Radio broadcasting stations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 7, 2015 (the “Agreement Date”), by and among Pandora Media, Inc., a Delaware corporation (“Acquirer”), Tennessee Acquisition Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub I”), Tennessee Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquirer (“Merger Sub II” and collectively with Merger Sub I, the “Merger Subs”), Ticketfly, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.