EX-10.24





 Exhibit 10.24 

EXECUTION VERSION 

EXCHANGE AGREEMENT 

This Exchange Agreement (this “Agreement”) is made and entered into as of January 29, 2018 by and among Spotify
Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 42-44, avenue de la
Gare, L-1610 Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B123052 (the “Company”), and the entities listed on the schedules “A”
attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The
Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.” 

WHEREAS, each Noteholder currently is the record and beneficial owner of Convertible Senior Notes due April 1, 2021 issued by the Company
pursuant to that certain Note Purchase Agreement, dated March 26, 2016 (the “Purchase Agreement”), and identified on such Noteholder’s applicable Schedule A (the “Notes”); 

WHEREAS, each Noteholder wishes to exchange all of such Noteholder’s Notes (the “Exchanged Notes”) for the number of
ordinary shares of the Company’s common stock, par value €0.025 per ordinary share (the “Common Stock”), set forth on such Noteholder’s applicable Schedule A (the aggregate amount of such Common Stock of such
Noteholder being referred to in this Agreement as the “Exchange Shares”); and 
 WHEREAS, the Company wishes to issue the
Exchange Shares to the Noteholders in exchange for the Exchanged Notes upon the terms and conditions set forth in this Agreement. 
 NOW,
THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the Parties agree as follows: 

SECTION 1. Exchanges of Notes. 

1.1 The Exchanges. On and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), each
Noteholder will deliver all of such Noteholder’s Notes as referred to on such Noteholder’s applicable Schedule A to the Company and the Company will simultaneously cancel such Exchanged Notes and, in exchange and as full
consideration for such Exchanged Notes, issue to such Noteholder the Exchange Shares as referenced on such Noteholder’s applicable Schedule A (the “Transactions”). 

1.2 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place on
January 31, 2018 New York time, or such other date, if any, as is mutually agreed to by the Parties (the “Closing Date”) at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022. On the
Closing Date: 
 (a) each Noteholder will deliver to the Company such Noteholder’s cancelled Notes; and 

(b) upon delivery of such Notes, the Company will deliver to such Noteholder the applicable Exchange Shares via book-entry. 












 SECTION 2. Representations and Warranties of the Company. The Company represents and
warrants to each Noteholder that the following statements are true and correct: 
 2.1 Organization; Requisite Authority. The Company
is a corporation duly organized and validly existing under the laws of Luxembourg. The Company possesses all requisite power and authority necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
Transactions. 
 2.2 Authorization. The execution, delivery and performance of this Agreement and the consummation of the Transactions
have been duly authorized by all necessary company action on the part of the Company, and no other company action on the part of the Company is required to authorize its execution, delivery and performance hereof, or its consummation of the
Transactions. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of each of the other Parties hereto, constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except to the extent enforcement may be subject to (i) applicable bankruptcy (faillite), insolvency (liquidation volontaire ou judiciaire), fraudulent
conveyance, reorganization, moratorium (sursis de paiement) and other similar Laws affecting enforcement of creditors’ rights generally and (ii) equitable limitations on the availability of specific remedies
(whether considered in a proceeding in equity or at Law). 
 2.3 No Violation, Consents and Approvals. (a) The execution and
delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of the Company,
(ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time
or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of
the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument
(“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially
impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. 
 (b) Assuming the
representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and
the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive
or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially
impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Date. 

  
 2 













 2.4 Validity of Shares. When issued and delivered in accordance with this Agreement,
the Exchange Shares to be delivered under this Agreement (i) will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable, (ii) assuming the accuracy of the
representations and warranties of each Noteholder in Section 3 below, be freely tradeable and not subject to any transfer restrictions (subject to the requirements of the Securities Act (as defined below) and the rules and regulations
thereunder), and (iii) and upon the occurrence of the Closing hereunder, each Noteholder shall acquire sole beneficial ownership of the applicable Exchange Shares as set forth on such Noteholder’s applicable Schedule A, free and
clear of all Liens. The Exchange Shares are being exchanged for the Exchanged Notes pursuant to, and in compliance with, Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). 

2.5 Broker’s Fees. The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker,
financial advisor or other firm or Person to any brokers’ or finders’ fee or any other commission or similar fee in connection with any of the Transactions. 

SECTION 3. Representations and Warranties of each Noteholder. Each Noteholder, severally and not jointly, represents and warrants to
the Company that the following statements are true and correct: 
 3.1 Organization. Such Noteholder is an entity duly formed, validly
existing and in good standing under the laws of jurisdiction of organization, and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. 

3.2 Authorization. 
 (a)
The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of such Noteholder, and no other limited partnership action on the part of
such Noteholder is required to authorize its execution, delivery and performance hereof, and the consummation of the Transactions. This Agreement has been duly executed and delivered by such Noteholder and, assuming that this Agreement is a valid
and binding obligation of each of the other parties hereto, constitutes the legal, valid and binding obligation of such Noteholder, enforceable against such Noteholder in accordance with its terms, except to the extent enforcement may be subject to
(a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting enforcement of creditors’ rights generally and (b) equitable limitations on the availability of specific
remedies (whether considered in a proceeding in equity or at Law). 

  
 3 













 3.3 No Violation, Consents and Approvals. (a) The execution and delivery of this
Agreement by such Noteholder does not, and the performance of this Agreement by such Noteholder and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of such Noteholder, (ii) conflict
with or violate any Laws applicable to such Noteholder or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would
constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of such
Noteholder under, any material Contract to which such Noteholder is a party or by or to which such Noteholder or any of its properties or assets are bound or subject, in each case that would materially impair such Noteholder’s ability to
perform its obligations hereunder or to consummate the Transactions. 
 (b) Assuming the representations and warranties of the Company set
forth in Section 2.2 and Section 2.3 are true and correct, the execution and delivery of this Agreement by such Noteholder does not, and the performance by such Noteholder of this Agreement and the consummation of the Transactions will
not, require such Noteholder to obtain any Consents from any Governmental Authority or any third party. 
 3.4 Ownership. Such
Noteholder is the record and beneficial owner of the aggregate principal amount of the Notes as set forth on such Noteholder’s applicable Schedule A, and has good and valid title to such aggregate principal amount of the Notes, free and
clear of all Liens. At the Closing, such Noteholder will transfer to the Company good and valid title to the Notes as set forth on such Noteholder’s applicable Schedule A, free and clear of all Liens (other than Liens created by or
resulting from action of the Company). 
 3.5 Nature of Investment. 

(a) Such Noteholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and the rules and regulations
promulgated thereunder. Such Noteholder, either alone or together with its representatives, have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment
in the Exchange Shares and have so evaluated the merits and risks of such investment. Such Noteholder is able to bear the economic risk of an investment in the Exchange Shares and, at the present time, is able to afford a complete loss of such
investment. 
 (b) Such Noteholder is not an “affiliate” of the Company (as such term is defined under Rule 144(a)(1) of the
Securities Act) and has not been for the past 90 days. 
 (c) Such Noteholder is not purchasing the Exchange Shares as a result of any
advertisement, article, notice or other communication regarding the Exchange Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general
advertisement. 
 (d) Such Noteholder understands and acknowledges that (i) the Exchange Shares are being offered and sold without
registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption depends in part on, and the Company will rely upon the accuracy and
truthfulness of, the foregoing representations and such Noteholder hereby consents to such reliance, and (iii) the Exchange Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be
resold without registration under the Securities Act or an exemption therefrom, and the certificates representing such shares will bear a restrictive legend to such effect. 

  
 4 













 3.6 Broker’s Fees. Neither such Noteholder nor any of its officers or directors
or persons serving in a similar capacity has retained or authorized any investment banker, broker, finder or other intermediary to act on behalf of such Noteholder or incurred any liability for any banker’s, broker’s or finder’s fees
or commissions in connection with the Transactions. 
 SECTION 4. Conditions Precedent to the Company’s Obligations. The
obligation of the Company to consummate the Transactions is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived by the Company): 

4.1 Representations and Warranties. The representations and warranties of each Noteholder contained in Section 3 that are qualified
as to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of the date when made and at and as of the Closing
Date, as though such representations and warranties were made at and as of such date. 
 4.2 Performance. Each Noteholder shall have
performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by such Noteholder on or prior to the Closing Date. 

4.3 Tax Information. Each Noteholder will provide the Company two duly completed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8, as applicable, together with any required attachments. 

4.4 Officer’s Certificate. Each Noteholder shall have furnished or caused to be furnished to the Company at the Closing Date a
certificate of a duly authorized representative of such Noteholder reasonably satisfactory to the Company as to the matters set forth in Sections 4.1 and 4.2. 

SECTION 5. Conditions Precedent to each Noteholder’s Obligations. The obligation of each Noteholder to consummate the Transactions
is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived by such Noteholder): 
 5.1
Representations and Warranties. The representations and warranties of the Company contained in Section 2 that are qualified as to materiality shall be true and correct in all respects, and such representations and warranties that are not
so qualified shall be true and correct in all material respects, in each case, as of the date when made and at and as of the Closing Date, as though such representations and warranties were made at and as of such date. 

5.2 Performance. The Company shall have performed and complied with, in all material respects, all covenants and agreements required by
this Agreement to be performed or complied with by the Company on or prior to the Closing Date. 

  
 5 













 5.3 Officer’s Certificate. The Company shall have furnished or caused to be
furnished to each Noteholder at the Closing Date a certificate of a duly authorized representative of the Company reasonably satisfactory to such Noteholder as to the matters set forth in Sections 5.1 and 5.2. 

SECTION 6. Termination. 

6.1 Termination. As to each Noteholder, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the
Closing by mutual written agreement of the Company and such Noteholder. 
 6.2 Effect of Termination. In the event of the termination
of this Agreement in accordance with Section 6.1 hereof, this Agreement shall thereafter become void and have no effect and the Transactions shall be abandoned, and no Party hereto shall have any liability to the other Party hereto or their
respective affiliates, directors, officers or employees, except for the obligations of the Parties hereto contained in this Section 6.2 and the provisions of Section 7.7, 7.13, 7.14, 7.15, 7.16 and 7.17 and except that nothing herein will
limit or restrict the rights or remedies of any Party hereto against the other Parties for any willful and material breach of this Agreement arising prior to termination. 

SECTION 7. Miscellaneous. 

7.1 Unwind. The Company agrees with each Noteholder to use its best efforts to effectuate a listing of its ordinary shares, without any
underwritten public offering, on an internationally recognized stock exchange or similar market place of recognized national standing (the “Direct Listing”) on or prior to July 2, 2018 (the “Effectiveness
Deadline”). If the Company fails to effectuate a Direct Listing on or prior to the Effectiveness Deadline, the Company agrees to offer (the “Offer”) to each Noteholder, by the third business day after the Effectiveness
Deadline, the option to have the Company purchase the Exchange Shares through the issuance of a note to each Noteholder which is in all material respects identical to the Note issued to such Noteholder on April 1, 2016 (the “New
Note”). The Offer will remain open to each Noteholder for 20 business days from the date of the Offer and will provide that the Original Principal Amount (as defined in the Note) of the New Note will be equal to $2,732.78 times the number
of Exchange Shares such Noteholder elects to exchange (subject to adjustment based on a subdivision or split of shares of Common Stock, or a combination of shares of Common Stock through a reverse split or other similar actions). Interest on the New
Note will accrue from and including January 31, 2018 in accordance with the interest provisions of the Note. The Offer will be subject to, and conditional upon, each Noteholder entering into an exchange agreement with the Company with
representations and warranties in substantially the same form as the representations and warranties in this Agreement. 
 7.2 Shareholder
Register. Following the Closing, the Company covenants and agrees to deliver to each Noteholder, upon written request, an excerpt from the shareholders’ register of the Company evidencing the registration of such Noteholder’s ownership
of the Exchange Shares, duly certified by the Company. 

  
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 7.3 Reasonable Best Efforts. Upon the terms and subject to the conditions of this
Agreement, each of the Parties agree to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the
Transactions as promptly as practicable. 
 7.4 Further Assurances. In case at any time after the Closing any further action is
necessary to carry out the purposes of this Agreement or the Transactions, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may reasonably request,
at the requesting Party’s expense. 
 7.5 Severability. If any provision of this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to
the provision at issue. 
 7.6 Counterparts. This Agreement may be executed in one or more counterparts (including by means of e-mail), each of which shall be deemed an original, and all of which shall constitute one and the same agreement. 

7.7 Descriptive Headings; Interpretation. 

(a) The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof. 
 (b) Any capitalized terms used in Schedule A
attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement and if not defined in this Agreement, the Notes. 

(c) The term “dollars” and character “$” shall mean United States dollars. 

(d) The words “hereof”, “herein”, “hereto” and “hereunder” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 

(e) The word “including” shall mean including, without limitation, and the words “include” and
“includes” shall have corresponding meanings. 
 (f) “Laws” means any federal, state, local, foreign or
transnational law, statute, ordinance, rule, regulation, order, judgment or decree, administrative order or decree, administrative or judicial decision, and any other executive or legislative proclamation. 

(g) “Liens” means all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or other
adverse interests or restrictions on title or transfer, other than, in the case of the Shares, (i) any of the foregoing arising out of the articles of association of the Company and (ii) any restrictions on transfer arising out of
applicable securities Laws. 

  
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 (h) “Person” shall mean a natural person, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity or organization. 

(i) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. 

(j) The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has
breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) the
Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty or covenant. 

7.8 Entire Agreement. This Agreement (including the Schedules hereto) contains the entire agreement among the Parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. 

7.9 Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company and the Noteholders, or their respective successors or permitted assigns, any rights or remedies under or
by reason of this Agreement. 
 7.10 Extension; Amendment; Waiver. At any time prior to the Closing Date, the Parties (in the case of
the Noteholders, acting jointly) may extend the time for performance of any of the obligations or other acts of the other Parties. Neither this Agreement nor any provision hereof may be amended or waived other than by a written instrument (including
a writing evidenced by e-mail) signed, in the case of an amendment, by all of the Parties hereto, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any
Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

 7.11 Time of Essence. Each of the Parties hereto hereby agrees that, with regard to all dates and time periods set forth in this
Agreement, time is of the essence. 
 7.12 Assignment. No Party to this Agreement may assign any of its rights or obligations under
this Agreement without the prior written consent of the other Parties hereto. 
 7.13 Expenses. Whether or not the Transactions are
consummated, all costs and expenses incurred in connection with this Agreement and the Transactions shall be borne by the Party incurring such expenses. 

7.14 Governing Law. This Agreement shall be governed by the Laws of the State of New York. 

  
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 7.15 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.15. 

7.16 Consent to Jurisdiction. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in
the Borough of Manhattan in New York City for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of this Agreement. 
 7.17 Notices. All notices, demands or other communications
hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier
service, or if sent by facsimile (with receipt of confirmation of delivery) or delivered via e-mail, to the person at the address set forth below, or such other address as may be designated in writing
hereafter, in the same manner, by such person: 
 Spotify Technology S.A. 

42-44 Avenue de la Gare 

L-1610 Luxembourg 

Attention: General Counsel 

Email: 
 With a copy to (which
shall not constitute notice): 
 Spotify AB 

Birger Jarlsgatan 61, 4TR, 113 56 

Stockholm, Sweden 
 Attention:
General Counsel 
 and 

  
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 Latham & Watkins LLP 

885 Third Avenue 
 New York, New
York 10022 
 Attn: Greg Rodgers 

Fax: (212) 751-4864 

Email: 
 The Noteholders: 

To the address or addresses set forth 

on such Noteholder’s applicable Schedule A 

Any such notification shall be deemed delivered (i) upon receipt, if delivered personally, (ii) on the next business day, if sent by
national courier service for next business day delivery or (iii) the business day on which confirmation of delivery is received, if sent by facsimile or via e-mail. 

7.18 No Construction Against Draftsperson. The Parties have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement. 
 7.19 Releases. Each Noteholder releases and discharges the Company and its
affiliates, and each of their respective directors, officers, employees, agents and controlling persons, from any and all claims such Noteholder may have, now or in the future, arising out of or related to the Exchanged Notes exchanged pursuant to
this Agreement, except (i) in the event of a breach of the representation and warranties set forth in Sections 2 and 3 of this Agreement, and (ii) with respect to Sections 7.1, 7.2, 7.22, and 7.23. 

7.20 Purchase Agreement. Each Noteholder agrees not to agree to any waiver or amendment to the Purchase Agreement without the prior
written consent of the Company. 
 7.21 Specific Performance. The Parties recognize, acknowledge and agree that the breach or
violation of this Agreement by a Party would cause irreparable damage to the other Party or Parties and that none of the Parties has an adequate remedy at Law. Each Party shall therefore be entitled, in addition to any other remedies that may be
available, to obtain specific performance of the terms of this Agreement, and appropriate injunctive relief may be applied for and granted in connection therewith. A Party seeking an order or injunction to prevent breaches of this Agreement or to
enforce specifically the terms and provisions hereof shall not be required to provide, furnish or post any bond or other security in connection with or as a condition to obtaining any such order or injunction, and each Party hereby irrevocably
waives any right it may have to require the provision, furnishing or posting of any such bond or other security. If any action is brought by any Party to enforce this Agreement, the other Parties shall waive the defense that there is an adequate
remedy at Law. 

  
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 7.22 Confidentiality. The Parties agree that the terms of this Agreement may not be
disclosed or referred to publicly or to any third party, except (i) in accordance with the prior written consent of the other Parties (which shall not be unreasonably withheld or delayed); (ii) as such disclosure may be required law, court
order, order of any administrative agency or regulation; (iii) to such Party’s outside law firms, accounting firms and other agents; and (iv) in communications with other holders of the Notes. 

7.23 Rescission. The Parties agree to treat the Unwind described in Section 7.1 hereof, if relevant, as a rescission of the
Transactions for U.S. federal income tax purposes. 
 (Signatures on next page) 

  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Exchange Agreement as of the date
first written above. 
  

	
	SPOTIFY TECHNOLOGY S.A.
	
	 /s/ Peter Grandelius

	Name: Peter Grandelius
	Title:   Associate General Counsel


 [Signature Page – Exchange Agreement] 












 
	
	TPG Growth III Spectre, L.P.
	
	By: TPG Growth III Cayman AIV GenPar, L.P.
	its general partner
	
	By: TPG Growth III Cayman AIV GenPar Advisors, Inc.
	its general partner


  

			
	By:	 	 /s/ Michael LaGatta

		 	Name: Michael LaGatta
		 	Title:   Vice President


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	TPG Growth Spectre Co-Invest, L.P.
	
	By: TPG Growth III Advisors, Inc.
	its general partner
		
	By:	 	 /s/ Michael LaGatta

		 	Name: Michael LaGatta
		 	Title:   Vice President


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	TOP III Spectre, LLC
		
	By:	 	 /s/ Joshua Peck

		 	Name: Joshua Peck
		 	Title:   Vice President


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	TPG Opportunities Partners Fund III Ltd.
		
	By:	 	 /s/ Joshua Peck

		 	Name: Joshua Peck
		 	Title:   Vice President


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	TAO Spectre, LLC
		
	By:	 	 /s/ Joshua Peck

		 	Name: Joshua Peck
		 	Title:   Vice President


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	TAO Cayman Ltd.
		
	By:	 	 /s/ Joshua Peck

		 	Name: Joshua Peck
		 	Title:   Vice President


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	DF Dalmatian Holdings, LP
	
	By: Dalmatian DF GP, LLC, its General Partner
	
	By: Dragoneer Global GP II, LLC, its Managing Member
		
	By:	 	 /s/ Pat Robertson

		 	Name: Pat Robertson
		 	Title:   Chief Operating Officer


 SIGNATURE PAGE TO EXCHANGE
AGREEMENT 












 
			
	NOTEHOLDERS:
	
	VULCAN CAPITAL GROWTH EQUITY LLC
	
	By: Vulcan Capital Growth Equity Management LLC, its Manager
	
	By: Cougar Investment Holdings LLC, its Managing Member
		
	By:	 	 /s/ David Stewart

	Name: David Stewart
	Title:














 
			
	NOTEHOLDERS:
	
	FOLKSAM ÖMSESIDIG LIVFÖRSÄKRING PORTFOLIO LIV 1
		
	By:	 	 /s/ Michael Kjeller

	Name: Michael Kjeller
	Title: CIO
		
	By:	 	 /s/ Birgitta Stenmark

	Name: Birgitta Stenmark
	Title: Head of Alternative Investments














 
			
	NOTEHOLDERS:
	
	FOLKSAM ÖMSESIDIG LIVFÖRSÄKRING PORTFOLIO LIV 2
		
	By:	 	 /s/ Michael Kjeller

	Name: Michael Kjeller
	Title: CIO
		
	By:	 	 /s/ Birgitta Stenmark

	Name: Birgitta Stenmark
	Title: Head of Alternative Investments














 
			
	NOTEHOLDERS:
	
	FOLKSAM ÖMSESIDIG SAKFÖRSÄKRING
		
	By:	 	 /s/ Michael Kjeller

	Name: Michael Kjeller
	Title: CIO
		
	By:	 	 /s/ Birgitta Stenmark

	Name: Birgitta Stenmark
	Title: Head of Alternative Investments














 
	
	NOTEHOLDERS:
	
	By: Reuben Brothers Limited
	
	 /s/ Alexander Bushaev

	
	By: Reuben Brothers Limited
	Name: Alexander Bushaev
	Title: Director














 
			
	NOTEHOLDERS:
	
	KEY PARTNERS CAPITAL INVESTMENT 1 GMBH & CO. KG
	
	By: represented by Key Partners Capital Advisors GmbH


 
			
		
	By:	 	 /s/ Inga Schwarting





			
	Name: Inga Schwarting
	Title: Managing Director














 
			
	NOTEHOLDERS:


 
			
		
	By:	 	 /s/ Olof Kajerdt



 
			
	
	SEB-STIFTELSEN, SKANDINAVISKA ENSKILDA BANKENS PENSIONSSTIFTELSE
	
	Name: Olof Kajerdt
	Title: Legal counsel/Secretary














 
			
	NOTEHOLDERS:
	
	UGGLASSET HANDELSBOLAG


 
			
		
	By:	 	 /s/ Jonas Ragnarsson





			
	Name: Jonas Ragnarsson
	Title: Procuration Holder


  












 
			
	NOTEHOLDERS:
	
	FID FDS-ESC POOL THREE (F/ESC)
	FID FDS-US CORE (F/USE)
	FID FDS-GLOBAL TECHNOLOGY (F/TEC)
	FID FOCUS TECHNOLOGY FUND (FCT)
	FID FDS-GLOBAL INCOME (F/GLIN)
	FID FDS-GLOBAL HIGH YIELD (F/GLHY)
	FID FDS-EURO ENHANCED RTN (F/EER)
	FIDELITY FUNDS - NORDIC (F/NFK)
	
	By: FIL Investments International, as agent


 
			
		
	By:	 	 /s/ Greg Bennett



 
			
	Name: GREG BENNETT
	Title: AUTHORISED SIGNATORY


 
			
	
	FID SPECIAL VALUES (SVALS)
	PE MM STONE (EMGC)
	EPA MM CORE (EPAFA)
	FID RENAISSANCE US CR EQ (RNSUC)
	IXA MM CORE (IXAFA)
	FID SPECIAL SITUATIONS FD (SPSIT)
	FIDELITY GLB SPEC SITS FD (GSPS)
	FID GLOBAL HIGH YIELD FD (GHYD)
	
	By: FIL Investment Services (UK) Limited, as agent


 
			
		
	By:	 	 /s/ Greg Bennett



 
			
	Name: GREG BENNETT
	Title: AUTHORISED SIGNATORY


 
			
	
	FIDEURAM IFSICAV (FIDIN)
	FIDEURAM MIF (FIDMI)
	
	By: FIL Pensions Management, as agent


 
			
		
	By:	 	 /s/ Greg Bennett



 
			
	Name: GREG BENNETT
	Title: AUTHORISED SIGNATORY














 
			
	RIVERS CROSS TRUST


 
			
		
	By:	 	 /s/ Barry McCarthy





			
	Name: Barry McCarthy
	Title: Trustee


 [Signature Page to Exchange Agreement] 












 SCHEDULE A 

Noteholder: 
 Jurisdiction of Organization: 

 

	(1)	Original Principal Amount of Notes Held: 

  

	(2)	Accrued Interest on the Notes to the most recent PIK Interest Payment Due Date (October 1, 2017): 

  

	(3)	Outstanding Principal Balance of Notes Held: 

  

	(4)	Accrued Interest on and after the most recent PIK Interest Payment Due Date (October 1, 2017) up to and excluding the Closing Date: 

  


	(5)	Note Obligations Amount Held: 

  

	(6)	Number of Exchange Shares to be Issued: 

 Address of Noteholder for Notices: