SIXTH AMENDMENT TO LEASE

Exhibit 10.12F

SIXTH AMENDMENT TO LEASE

THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September     , 2011 by and between CIM/OAKLAND CENTER 21, LP, a Delaware limited partnership (“Landlord”), and PANDORA MEDIA, INC., a California corporation (“Tenant”), with reference to the following facts:

R E C I T A L S

A.                                    Landlord and Tenant entered into that certain Office Lease dated as of July 23, 2009, as amended by that certain First Amendment to Lease dated as of April 13, 2010 (the “First Amendment”), that certain Second Amendment to Lease dated June 16, 2010 (the “Second Amendment”), that certain Third Amendment to Lease dated as of December 15, 2010 (the “Third Amendment”), that certain Fourth Amendment to Lease dated March 10, 2011 (the “Fourth Amendment”), and that certain Fifth Amendment to Lease dated July 1, 2011 (the “Fifth Amendment”; collectively, the “Lease”), pursuant to which Tenant leases certain premises (the “Premises”) consisting of 54,300 rentable square feet on the fifteenth (15th) floor, sixteenth (16th) and eighteenth (18th) floor of the Building located 2101 Webster Street, Oakland, California (the “2101 Webster Building”), which is part of the office project known as “Center 21” comprised of (i) the 2101 Webster Building, (ii) the building located at 2100 Franklin Street, Oakland, California (the “2100 Franklin Building”; and together with the 2101 Webster Building the “Buildings”), (iii) a subterranean parking garage underneath the Buildings, and (iv) a multi-story parking structure located at 2353 Webster Street (collectively, the “Project”).

B.                                    Pursuant to the Fourth Amendment to Lease, Landlord granted the right to allow Tenant to lease approximately 5,824 rentable square feet on the 18th floor of the 2101 Webster Building commonly known as “Suite 1825” on a month-to-month basis.

C.                                    Pursuant to the terms of the Fifth Amendment, Landlord agreed to lease to Tenant approximately 4,462 rentable square feet on the 18th floor of the 2101 Webster Building commonly known as “Suite 1875” on a month-to-month basis.

C.                                    Tenant has elected to terminate its both its lease of Suite 1825 and of Suite 1875.

D.                                    Landlord has agreed to the foregoing on the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant hereby agree as follows (capitalized terms used but not defined herein shall have the meaning given them in the Lease):

A G R E E M E N T

1.                                      Incorporation of Recitals.  Recitals A through D above are incorporated herein by reference.

2.                                      Premises.  As of September 30,2011, Tenant shall surrender and return exclusive possession of Suite 1825 and Suite 1875 to Landlord.  Upon Tenant’s vacation and surrender of Suite 1825 and Suite 1875, Tenant shall have no further rights or interests in either Space 1825 or Space 1875, and shall return Landlord’s FF&E as required under Paragraph 6 of the Fourth Amendment.  Upon receipt of Suite 1825 and Suite 1875, Landlord shall be free to lease or transfer either Suite 1825 and/or Suite 1875 in its sole discretion.  Thereafter, Tenant shall continue to lease the Premises, as it is defined above, pursuant to the terms of the Lease, and Paragraph 2 of the Fifth Amendment and Paragraphs 2, 3 and 5 of the Fourth Amendment shall have no further force and effect.

3.                                      Brokers.  Landlord and Tenant each warrant and represent to the other that it has not employed or dealt with any real estate broker or finder in connection with this Amendment, and that it knows of no real estate broker, agent or finder who is or might be entitled to a commission or fee in connection with this Amendment.  Landlord and Tenant each agree to indemnify, defend and hold the other harmless from and against any and all claims demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent occurring by, through, or under the indemnifying party in connection with this Amendment.

4.                                      Status of Lease.  Except as amended by this Amendment, the Lease remains unchanged, and, as amended by this Amendment, the Lease is in full force and effect.

5.                                      Counterparts.  This Amendment may be executed in several counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same Amendment.  In addition, properly executed, authorized signatures may be transmitted via facsimile and upon receipt shall constitute an original signature.

6.                                      Entire Agreement.  There are no oral or written agreements or representations between the parties hereto affecting the Lease not contained in the Lease or this Amendment.  The Lease, as amended, supersedes and cancels any and all previous negotiations, arrangements, representations, brochures, displays, projections, estimates, agreements, and understandings, if any, made by, to, or between Landlord and Tenant and their respective agents and employees with respect to the subject matter thereof, and none shall be used to interpret, construe, supplement or contradict the Lease, including any and all amendments thereto.  The Lease, and all amendments thereto, shall be considered to be the only agreement between the parties hereto and their representatives and agents.  To be effective and binding on Landlord and Tenant, any amendment, revision, change or modification to the provisions of the Lease must be in writing and executed by both parties.

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IN WITNESS WHEREOF, Landlord and Tenant have entered into this Amendment as of the date first set forth above.