EX-99.A 2 d458882dex99a.htm EX-99.A
`
`JOINT FILING AGREEMENT
`
`Exhibit A
`
`Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
`“Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under
`Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or
`exhibit thereto) with respect to securities of Pandora Media, Inc., a Delaware corporation, and further agree to the filing, furnishing,
`and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such
`filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained
`therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the
`filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force
`and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such
`revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the
`same instrument.
`
`IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 2nd day of October, 2017
`
`Sirius XM Radio Inc.
`
`By:
`
` /s/ Patrick L. Donnelly
` Patrick L. Donnelly
` Executive Vice President, General Counsel
` and Secretary
`
`Sirius XM Holdings Inc.
`
`By:
`
` /s/ Patrick L. Donnelly
` Patrick L. Donnelly
` Executive Vice President, General Counsel
` and Secretary
`
`Liberty Media Corporation
`
` /s/ Craig Troyer
`By:
`Name: Craig Troyer
`Title:
` Senior Vice President
`
`[Joint Filing Agreement - Pandora Media, Inc.]
`
`Fraunhofer Ex 2004-1
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`JOINT FILING AGREEMENT
`
`Exhibit A
`
`Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
`“Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under
`Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or
`exhibit thereto) with respect to securities of Pandora Media, Inc., a Delaware corporation, and further agree to the filing, furnishing,
`and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such
`filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained
`therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the
`filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force
`and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such
`revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the
`same instrument.
`
`IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 2nd day of October, 2017
`
`Sirius XM Radio Inc.
`
`By:
`
` /s/ Patrick L. Donnelly
` Patrick L. Donnelly
` Executive Vice President, General Counsel
` and Secretary
`
`Sirius XM Holdings Inc.
`
`By:
`
` /s/ Patrick L. Donnelly
` Patrick L. Donnelly
` Executive Vice President, General Counsel
` and Secretary
`
`Liberty Media Corporation
`
` /s/ Craig Troyer
`By:
`Name: Craig Troyer
`Title:
` Senior Vice President
`
`[Joint Filing Agreement - Pandora Media, Inc.]
`
`Fraunhofer Ex 2004-1
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`SCHEDULE I
`
`INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS
`OF THE REPORTING PERSONS
`
`SIRIUS XM RADIO INC.
`
`
`
`Present Principal Occupation or Employment and Address
`
`The name and principal occupation of each director and executive officer of Sirius XM Radio Inc. are set forth below. Unless otherwise
`noted, the business address for each person listed below is c/o Sirius XM Radio Inc., 1290 Avenue of the Americas, New York, New
`York 10104. All executive officers and directors listed are United States citizens.
`
`Name
`DIRECTORS
`Patrick L. Donnelly Director of Sirius XM Radio Inc.
`David J. Frear
` Director of Sirius XM Radio Inc.
`James E. Meyer
` Director of Sirius XM Radio Inc.
`EXECUTIVE
`OFFICERS
`
` Chief Executive Officer
`James E. Meyer
`Scott A. Greenstein President and Chief Content Officer
`David J. Frear
` Senior Executive Vice President and Chief Financial Officer
`Dara F. Altman
` Executive Vice President and Chief Administrative Officer
`James A. Cady
` Executive Vice President, Operations, Product and Connected Vehicle
`Stephen R. Cook
` Executive Vice President, Sales and Automotive
`Patrick L. Donnelly Executive Vice President, General Counsel and Secretary
`Joseph A. Verbrugge Executive Vice President, Emerging Business
`Jennifer C. Witz
` Executive Vice President, Chief Marketing Officer
`
`Fraunhofer Ex 2004-2
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS
`OF THE REPORTING PERSONS
`
`SIRIUS XM HOLDINGS INC.
`
`
`
`Present Principal Occupation or Employment and Address
`
`The name and principal occupation of each director and executive officer of Sirius XM Holdings Inc. are set forth below. Unless
`otherwise noted, the business address for each person listed below is c/o Sirius XM Holdings Inc., 1290 Avenue of the Americas, New
`York, New York 10104. All executive officers and directors listed are United States citizens.
`
`Name
`DIRECTORS
` Director of Sirius XM Holdings Inc.
`Joan L. Amble
` Director of Sirius XM Holdings Inc.
`Mark D. Carleton
` Director of Sirius XM Holdings Inc.
`James P. Holden
` Director of Sirius XM Holdings Inc.
`Evan D. Malone
` Director of Sirius XM Holdings Inc.
`James F. Mooney
` Director of Sirius XM Holdings Inc.
`Vanessa A. Wittman
`George W. Bodenheimer Director of Sirius XM Holdings Inc.
`Eddy W. Hartenstein
` Director of Sirius XM Holdings Inc.
`Gregory B. Maffei
` Chairman of the Board and director of Sirius XM Holdings Inc.
`James E. Meyer
` Director of Sirius XM Holdings Inc.
`Carl E. Vogel
` Director of Sirius XM Holdings Inc.
`David M. Zaslav
` Director of Sirius XM Holdings Inc.
`
`EXECUTIVE
`OFFICERS
`James E. Meyer
`Scott A. Greenstein
`David J. Frear
`Dara F. Altman
`James A. Cady
`Stephen R. Cook
`Patrick L. Donnelly
`Joseph A. Verbrugge
`Jennifer C. Witz
`
`
`
` Chief Executive Officer
` President and Chief Content Officer
` Senior Executive Vice President and Chief Financial Officer
` Executive Vice President and Chief Administrative Officer
` Executive Vice President, Operations, Product and Connected Vehicle
` Executive Vice President, Sales and Automotive
` Executive Vice President, General Counsel and Secretary
` Executive Vice President, Emerging Business
` Executive Vice President, Chief Marketing Officer
`
`Fraunhofer Ex 2004-3
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS
`OF THE REPORTING PERSONS
`
`LIBERTY MEDIA CORPORATION
`
`The name and present principal occupation of each director and executive officer of Liberty Media Corporation are set forth below.
`Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard,
`Englewood, Colorado 80112. All executive officers and directors listed are United States citizens, except for M. Ian G. Gilchrist, who
`is a citizen of the United States and Canada.
`
`Name
`DIRECTORS
`John C. Malone
`Gregory B. Maffei
`Robert R. Bennett
`Brian M. Deevy
`M. Ian G. Gilchrist
`Evan D. Malone
`David E. Rapley
`Larry E. Romrell
`Andrea L. Wong
`EXECUTIVE
`OFFICERS
`
` Chief Legal Officer of Liberty
`Richard N. Baer
` Chief Financial Officer of Liberty
`Mark D. Carleton
`Albert E. Rosenthaler Chief Corporate Development Officer of Liberty
`
` Present Principal Occupation or Employment and Address
`
` Chairman of the Board and Director of Liberty
` President and Chief Executive Officer of Liberty; Director of Liberty
` Director of Liberty
` Director of Liberty
` Director of Liberty
` Director of Liberty
` Director of Liberty
` Director of Liberty
` Director of Liberty
`
`Fraunhofer Ex 2004-4
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
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