5/264 NOTE REGARDING FORWARD­LOOKING STATEMENTS This prospectus contains estimates and forward­looking statements. All statements other than statements of historical fact are forward­looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” and similar words are intended to identify estimates and forward­looking statements. Our estimates and forward­looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward­looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many important factors may adversely affect our results as indicated in forward­looking statements. These factors include, but are not limited to: • our ability to attract prospective Users (as defined herein) and to retain existing Users; • our dependence upon third­party licenses for sound recordings and musical compositions; • our ability to comply with the many complex license agreements to which we are a party; • our ability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; • our lack of control over the providers of our content and their effect on our access to music and other content; • our ability to accurately estimate the amounts payable under our license agreements; • the limitations on our operating flexibility due to the minimum guarantees required under certain of our license agreements; • our ability to obtain accurate and comprehensive information about music compositions in order to obtain necessary licenses or perform obligations under our existing license agreements; • potential breaches of our security systems; • assertions by third parties of infringement or other violations by us of their intellectual property rights; • risk associated with our substantial indebtedness; • risks related to our status as a foreign private issuer; • dilution resulting from additional share issuances; and • the concentration of voting power among our founders who have and will continue to have substantial control over our business. Other sections of this prospectus describe additional risk factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward­looking statements. We qualify all of our forward­looking statements by these cautionary statements. See “Risk Factors.” You should read this prospectus and the documents that we have filed as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different and worse from what we expect. iii