Exhibit








EXHIBIT 10.4


FIRST LEASE AMENDMENT


THIS FIRST LEASE AMENDMENT (the "Amendment") is executed as of the    25th    day of    April   , 2016, by and between DUKE REALTY LIMITED PARTNERSHIP,  an  Indiana  limited  partnership  ("Landlord"),  and  INTERACTNE INTELLIGENCE GROUP, INC., an Indiana corporation ("Tenant").


W I T N E S S E T H:


WHEREAS, Landlord and Tenant entered into that certain Office Lease dated May 6, 2014 (the "Lease"), whereby Tenant leased from Landlord certain premises consisting of approximately 128,259 rentable square feet; commencing September 1, 2018 an additional 10,055 rentable square feet for a total of 138,314 rentable square feet; and commencing December 1, 2018 an additional 13,636 rentable square feet for a total of 151,950 rentable square feet (the "Current Premises") known as Suite 100 in an office building commonly known as Woodland VI, located at 7635 Interactive Way,  Indianapolis, Indiana 46278 (the "Building"); and


WHEREAS, Landlord and Tenant desire to further expand the Current Premises by (i) approximately 2,266 rentable square feet of space (the "First Additional Space"); and (ii) approximately 989 rentable square feet of space (the "Second Additional Space"); and


WHEREAS, Landlord and Tenant desire to extend the Lease Term; and


WHEREAS, Landlord and Tenant desire to amend certain provisions of the Lease to reflect such expansion, extension, changes and additions to the Lease.


NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants herein contained and each act performed hereunder by the parties, Landlord and Tenant hereby agree that the Lease is amended as follows:


1.Incorporation    of   Recitals.     The   above   recitals   are   hereby   incorporated  into   this Amendment as if fully set forth herein.


		
	2.
	Extension of Lease Term. The Lease Term is hereby extended through June 30, 2027.




		
	3.
	Amendment of Section 1.01. Basic Lease Provisions and Definitions.




(a)Commencing December 1, 2018, Section 1.01 A of the Lease is hereby amended by substituting Amended Exhibit A, attached hereto and incorporated herein by reference, on which the Current Premises are striped and the additional space containing approximately 2,266 rentable square feet (the "First Additional Space") is cross-hatched in lieu of Exhibit A attached hereto. At such time, the Current Premises and the First Additional Space shall hereinafter be collectively referred to as the "Leased Premises".


(b)Commencing December 3, 2020, Section 1.01 A of the Lease is hereby further amended by substituting Second Amended Exhibit A, attached hereto and incorporated herein by reference, on which the Current Premises are striped and the additional space containing approximately 989 rentable square feet (the "Second Additional Space") is cross-hatched in lieu of Amended Exhibit A attached to the Lease. Together, the Current Premises, the First Additional Space and the Second Additional Space shall hereinafter be referred to as the "Leased Premises".


(c)Commencing  July 1, 2016,  Section   1.01  of  the  Lease  is  hereby  amended  by  deleting subsections B, C, D, E, F, I and N and substituting the following in lieu thereof:




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"B.    Rentable Area:


Current Premises:            approximately 151,950 rentable square feet
First Additional Space         approximately 2,266 rentable square feet
Commencing December 3, 2020
    -     Second Additional Space:    approximately 989 rentable square feet


Total Leased Premises:        approximately 155,205 rentable square feet;


Landlord shall use the standards described in the Standard Method for Measuring Floor Area in Office Buildings, ANS1265. 1-1996, as promulgated by the Building Owners and Managers Association International (BOMA), consistently applied, in determining the Rentable Area and the rentable area of the Building. The Rentable Area shall include the area within the Leased Premises plus a pro rata portion of the area covered by the common areas within the Building, as reasonably determined by Landlord prior to the Occupancy Date, as hereinafter defined. Landlord's determination of Rentable Area made in good faith shall presumptively be deemed correct for all purposes hereunder; provided, however, Tenant shall have the right, at any time prior to the Commencement Date, to have the Leased Premises and Building measured by Tenant's architect and, in the event of a disparity of or dispute to Landlord's measurement, either
(a)Landlord and Tenant shall mutually agree on the Rentable Area of the Leased Premises and the rentable area of the Building, or (b) Landlord and Tenant shall agree to have the Leased Premises and Building measured by an independent architect mutually agreed upon by Landlord and Tenant, in which event Landlord and Tenant agree to abide by such certified remeasurement. If the rentable square footage of the Leased Premises/Building, as measured by said independent architect, is one thousand (1,000) feet or more smaller than Landlord's determination of the rentable square footage of the Leased Premises/Building, then the costs of said independent architect shall be borne by Landlord, otherwise said costs shall be borne by Tenant. Upon determination of the actual Rentable Area of the Leased Premises and rentable area of the Building, the Minimum Annual Rent and all other rents payable by Tenant hereunder shall be adjusted to reflect the actual square footage.


C.Building Expense Percentage:  82.64%; commencing September  l, 2018 -89.11%; commencing December  1, 2018 -99.36%; commencing December 3, 2020 - 100%;


		
	D.
	Minimum Annual Rent:




128,259 square feet:


July 1,  2016 - June 30, 2017            $1,776,387.12 per year
July 1, 2017 - June 30, 2018            $1,812,299.64 per year
July 1, 2018 - June 30, 2019            $1,848,212.16 per year
July l, 2019 - June 30, 2020            $1,885,407.36 per year
July 1,2020 - June 30, 2021            $1,961,080.08 per year
July 1, 2021 - June 30, 2022            $1,992,602.44 per year
July 1, 2022 - June 30, 2023            $2,000,840.40 per year
July 1, 2023 - June 30, 2024            $2,040.600.72 per year
July l, 2024 - June 30, 2025            $2,081,643.60 per year
July 1, 2025 - June 30, 2026            $2,122,686.48 per year
July 1, 2026 - June 30, 2027            $2,165,011.92 per year










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10,055 square feet:


September  1, 2018 - June 30, 2019        $120,743.80 (10 months)
July 1, 2019 - June 30, 2020            $147,808.56 per year
July 1, 2020 - June 30, 2021            $150,724.44 per year
July 1, 2021 - June 30, 2022            $153,741.00 per year
July 1, 2022 - June 30, 2023            $156,858.00 per year
July 1, 2023 - June 30, 2024            $159,975.00 per year
July 1, 2024 - June 30, 2025            $163,192.68 per year
July 1, 2025 - June 30, 2026            $166,410.24 per year
July 1, 2026 - June 30, 2027            $169, 728.36 per year


13,636 square feet (the "Woolpert Space"): 


December 1, 2018 - June 30, 2019        $114,621.92 (7 months)
July 1, 2019 - June 30, 2020            $200,449.20 per year
July 1, 2020 - June 30, 2021            $204,403.68 per year
July 1, 2021 - June 30, 2022            $208,494.48 per year
July 1, 2022 - June 30, 2023            $212,721.60 per year
July 1, 2023 - June 30, 2024            $216,948.72 per year
July 1, 2024 - June 30, 2025            $221,312.28 per year
July 1, 2025 - June 30, 2026            $225,675.84 per year
July 1, 2026 - June 30, 2027            $230,175.72 per year


2,266 square feet:


December 1, 2018 - June 30, 2019        $19,047.63 (7 months)
July l, 2019 - June 30, 2020            $33,310.20 per year
July 1, 2020 - June 30, 2021            $33,967.32 per year
July 1, 2021 - June 30, 2022            $34,647.12 per year
July 1, 2022 - June 30, 2023            $35,349.60 per year
July 1, 2023 - June 30, 2024            $36,052.08 per year
July 1, 2024 - June 30, 2025            $36,777.24 per year
July 1, 2025 - June 30, 2026            $37,502.28 per year
July 1,2026 - June 30, 2027            $38,250.12 per year;


989 square feet:


December 3, 2020 - December 31, 2020    $ 1,115.65 (29 days)
January 1, 2021 - June 30, 2021        $ 7,412.58 (6 months)
July 1, 2021 - June 30, 2022            $15,121.80 per year
July 1, 2022 - June 30, 2023            $15,428.40 per year
July 1, 2023 - June 30, 2024            $15,735.00 per year
July l, 2024 - June 30, 2025            $16,051.44 per year
July 1, 2025 - June 30, 2026            $16,368.00 per year
July 1, 2026 - June 30, 2027            $16,694.28 per year














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	E.
	Monthly Rental Installments: 




128,259 square feet:
July 1, 2016 - June 30, 2017            $148,032.26 per month
July 1, 2017 - June 30, 2018            $151,024.97 per month
July 1, 2018 - June 30, 2019            $154,017.68 per month
July 1, 2019 - June 30, 2020            $157,117.28 per month
July 1, 2020 - June 30, 2021            $160,216.87 per month
July 1, 2021 - June 30, 2022            $163,423.34 per month
July 1, 2022 - June 30, 2023            $166,736.70 per month
July 1, 2023 - June 30, 2024            $170,050.06 per month
July 1, 2024 - June 30, 2025            $173,470.30 per month
July 1, 2025 - June 30, 2026            $176,890.54 per month
July 1, 2026 - June 30, 2027            $180,417.66 per month


10,055 square feet:


September 1, 2018 - June 30, 2019        $12,074.38 per month
July 1, 2019 - June 30, 2020            $12,317.38 per month
July 1, 2020 - June 30, 2021            $12,560.37 per month
July 1, 2021 - June 30, 2022            $12,811.75 per month
July 1, 2022 - June 30, 2023            $13,071.50 per month
July 1, 2023 - June 30, 2024            $13,331.25 per month
July 1, 2024 - June 30, 2025            $13,599.39 per month
July 1, 2025 - June 30, 2026            $13,867.52 per month
July 1, 2026 - June 30, 2027            $14,144.03 per month


13,636 square feet (the "Woolpert Space"): 


December 1, 2018 - June 30, 2019            $16,374.56 per month
July 1, 2019 - June 30, 2020            $16,704.10 per month
July 1, 2020 - June 30, 2021            $17,033.64 per month
July l, 2021 - June 30, 2022            $17,374.54 per month
July 1, 2022 - June 30, 2023            $17,726.80 per month
July l, 2023 - June 30, 2024            $18,079.06 per month
July 1, 2024 - June 30, 2025            $18,442.69 per month
July 1, 2025 - June 30, 2026            $18,806.32 per month
July 1, 2026 - June 30, 2027            $19,181.31 per month


2,266 square feet:


December 1, 2018 - June 30, 2019            $2,721.09 per month
July 1, 2019 - June 30, 2020            $2,775.85 per month
July l, 2020 - June 30, 2021            $2,830.61 per month
July 1, 2021 - June 30, 2022            $2,887.26 per month
July 1, 2022 - June 30, 2023            $2,945.80 per month
July 1, 2023 - June 30, 2024            $3,004.34 per month
July 1, 2024 - June 30, 2025            $3,064.77 per month
July 1, 2025 - June 30, 2026            $3,125.19 per month
July 1, 2026 - June 30, 2027            $3,187.51 per month;






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989 square feet:


December 3, 2020 - December 31, 2020        $1,155.65 (29 days)
January 1, 2021 - June 30, 2021            $1,235.43 per month
July 1, 2021 - June 30, 2022            $1,260.15 per month
July 1, 2022 - June 30, 2023            $1,285.70 per month
July 1, 2023 - June 30, 2024            $1,311.25 per month
July 1, 2024 - June 30, 2025            $1,337.62 per month
July 1, 2025 - June 30, 2026            $1,364.00 per month
July 1, 2026 - June 30, 2027            $1,391.19 per month


		
	F.
	Lease Term: Through June 30, 2027;




		
	I.
	Brokers:    Jones Lang LaSalle representing Landlord and Meridian Real Estate,  LLC representing Tenant;




N.    Intentionally Omitted."


4.Amendment of Section 2.02.  Construction  of Tenant Improvements.  Section 2.02  of the Lease is hereby amended by incorporating the following:


"Commencing December 1, 2018, Landlord hereby agrees to provide Tenant with an allowance in an amount equal to Twenty Seven Thousand One Hundred Ninety Two and 00/100 Dollars ($27,192.00) ("First Additional Space Allowance") for tenant's use in constructing mutually agreed upon tenant improvements in the First Additional Space which shall be performed in accordance with Section 7.03 of the Lease. Any portion of the First Additional Space Allowance not utilized on or before November 30, 2019 shall be forfeited. Landlord hereby agrees that Tenant shall have access to the Woolpert Space and to the First Additional Space on September 1, 2018 for constructing the tenant improvements and otherwise prepare the Woolpert Space and the First Additional Space for occupancy.  During such entry (a) Tenant shall comply with all terms and conditions of this Lease other than the obligation to pay rent, and (b) Tenant shall cause its personnel and contractors to comply with the terms and conditions of Landlord's rules of conduct (which Landlord agrees to furnish to Tenant upon request).


Commencing December 3, 2020, Landlord hereby agrees to provide Tenant with an allowance in an amount equal to Seven Thousand Nine Hundred Twelve and 00/100 Dollars ($7,912.00) ("Second Additional Space Allowance") for tenant's use in constructing mutually agreed upon tenant improvements in the Second Additional Space which shall be performed in accordance  with  Section   7.03  of  the  Lease.    Any  portion  of  the  Second  Additional  Space Allowance not utilized on or before December 2, 2021 shall be forfeited.


In addition, commencing July 1, 2025, Landlord hereby agrees to provide Tenant with an allowance in an amount equal to Three Hundred Three Thousand Nine Hundred and 00/100 Dollars ($303,900.00) ("Landlord's Allowance") to be used towards mutually agreed upon tenant improvements in the Leased Premises. Any portion of Landlord's Allowance not utilized on or before June 30, 2026 shall be  forfeited."


5.      Amendment   of  Section  3. 02.  B.   Operating  Expenses.    Commencing  July  1,  2016, Section  3. 02.B. of the Lease is hereby deleted in its entirety and the following is  substituted  in lieu thereof:


"Operating Expenses" shall mean the commercially reasonable amount of all of Landlord's costs and expenses paid or incurred in connection with assessments imposed by any covenants or owners' association and insurance premiums and deductibles and all insurance premiums and deductibles incurred 


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by Landlord to maintain such coverages set forth in Section 9.04, and, only to the extent and for so long as Tenant fails to comply with  its obligations  set forth in Section  7.01 hereof after such notice and cure periods provided for in this Lease, all of Landlord's costs  and  expenses  paid  or  incurred  in  operating,  repairing  and  maintaining  the Building (including the Common Areas as defined below) in good condition.


Operating  Expenses  shall not  include  expenses  incurred  by  Landlord  with  regard to: (i) Landlord's warranty obligations hereunder; (ii) replacement of the structural components and frame, exterior walls, sub-membrane structural elements of the roof, foundation of the Building, or correction of any construction defect, or restoration or repair of any  damage  by  fire, windstorm or other casualty to the extent covered by insurance of the type to be maintained by Landlord hereunder; (iii) repairs, replacement or maintenance to the extent directly caused by the negligence or intentional misconduct of Landlord or its affiliates or their agents, employees or contractors or other tenants of the Building, if any; (iv) interest or principal payments (or late charges, fees or premiums) on any mortgage or other similar indebtedness of Landlord; (v) any ground lease rental; (vi) rental for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would  constitute a capital improvement which is specifically excluded in this Section; (vii) advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building, excluding interior Building signage/directionals; (viii)  Real  Estate Taxes which  are paid directly by Tenant pursuant to Section 3. 03; (ix) any depreciation allowance  or  other expense of charge in respect to any capital improvements, except as otherwise specifically provided in this Lease; (x) any cost for which Landlord is otherwise reimbursed  in any  manner; or (xi) cost for which Landlord has been compensated by management or administrative fee."


6.Amendment  of  Section  3.02.C.    Tenant's   Proportionate   Share  of Operating   Expenses. Commencing July  1, 2016, Section 3.02.C. of the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof:


"Tenant's Proportionate Share of Operating Expenses": an amount equal to the product obtained by multiplying Tenant's Proportionate Share by the Operating Expenses for the applicable calendar year."


7.Amendment  of Section  3.03.  Payment of Additional  Rent.  Section 3.03 of the   Lease is hereby amended by deleting the 5th sentence and substituting the following in lieu thereof:


"In the event any allowable Operating Expenses increase during a calendar year, Landlord may increase the estimated Annual Rental Adjustment by giving Tenant sixty (60) days prior written notice of same and, thereafter, Tenant shall pay to Landlord in each  remaining month of such calendar year an amount equal to such increase divided by the number of months remaining in such calendar year."


8.Amendment  of  Section 3.05.  Maximum  Increase in  Operating  Expenses.  Commencing July 1, 2016, Section 3.05 of the Lease is hereby deleted in its entirety and shall be of no further force or effect.


9.Amendment of Article 6 - Utilities and Other Building Services. Commencing July  1, 2016, Article 6 of the Lease is hereby deleted in its entirety and the following is substituted in  lieu thereof:


"Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises and the Building. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other building service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder."


10.Amendment  of Section 7.01.  Repair and Maintenance  of Building.  Commencing July  1, 2016, Section 7.01 of the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof:


"Section  7.01.    Tenant's   Responsibility.    Tenant  shall,  at  its  own  cost   and  expense, maintain 


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the entire interior and exterior of the Leased Premises, Building and Common  Areas in condition consistent with other buildings of similar class in the greater Indianapolis  suburban office  market,  regularly  servicing  and  promptly  making  all  repairs and  replacements thereto, including but not limited  to  the  electrical  systems,  heating, ventilating  and air conditioning systems, plate glass, floors  (maintenance  and  repair  only),  windows,  doors, exterior walls (maintenance and repair only),  roof  (excluding  the sub-membrane  structural elements  of  the root),  parking  areas  (including  snow  removal), landscaping,  sprinkler and plumbing systems. Tenant shall either self perform or obtain a preventive  maintenance contract on the heating, ventilating and air-conditioning systems and, if applicable, provide Landlord with a copy thereof. The preventive maintenance protocol (for either the self performance or a third party contractor) shall meet or exceed Landlord's commercially reasonable standard maintenance criteria, and shall provide for the inspection and maintenance of  the  heating, ventilating and air conditioning system on at least a semi-annual basis. In addition, Tenant hereby agrees to conduct  (i) annual hardscape surveys on the parking lots; (ii)   annual roof surveys; (iii) annual fire & life safety tests on  the  Building's  fire  and  life  safety equipment; and (iv) annual sprinkler tests and provide Landlord with a  copy  of  each  such  report. Notwithstanding  anything  in  this  Lease  to  the contrary,  Tenant  acknowledges  that  any  provision  herein  stating  Landlord's  obligation   to perform  any  maintenance, service,  repair or replacement shall be Tenant's responsibility and obligation  hereunder, provided,  however, Landlord shall be responsible for the cost and expense of any replacement of the  structural components and  frame,  exterior  walls,  sub-membrane structural  elements  of  the  roof, foundation of the  Building  or correction  of  any  construction defect, or restoration or repair of any damage by fire, windstorm  or other casualty  to the extent covered  by    insurance   of the type to be maintained by Landlord hereunder, except to the extent any of the foregoing items require replacement  because of the negligence,  misuse or default  of Tenant, its employees or agents, whereby Tenant and Landlord agree that Landlord shall make such repairs at Tenant's sole cost and expense."


11.Amendment    of   Section    7.02.      Repair    and    Maintenance    of    Leased    Premises. Commencing July  1, 2016, Section  7.02 of the Lease is hereby  deleted in its entirety   and  shall be of no further force or effect.


12.Amendment    of   Section   7.03.      Repair    and    Maintenance    of     Leased    Premises. Commencing July  1, 2016,  the second  sentence of Section  7.03 of the Lease is  hereby  deleted in its entirety and the following is substituted in lieu thereof:


"Notwithstanding the foregoing, Tenant shall have the right without Landlord's consent, and in compliance with all other provisions of this Section, to make any non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical or electrical systems, do not adversely affect the Building's appearance or value, and the cost of which does not exceed Ninety Thousand and 00/100 Dollars ($90,000.00) in the aggregate, provided that Tenant gives Landlord fifteen (15) days prior written notice of any such alterations, along with copies of plans and specifications relating thereto."


13.Amendment   of  Section   16.14.   Option  to Purchase.   Section  16.14(d) of  the Lease  is hereby deleted in its entirety and the following is substituted in lieu thereof:


"(d)     The purchase price for the Woodland  Buildings (the "Purchase Price"), which   shall be paid by Tenant to Landlord at the Closing in immediately  available funds, shall  be:


$88,964,962.00 if Closing is on or before June 30, 2016; or
$89,698,295.00 if Closing is between July 1, 2016 and August 31, 2016; or
$89,786,041.00 if Closing is between September 1, 2016 and November 30, 2016; or
$89,969,745.00 if Closing is on or after December 1, 2016;


plus all sums of money owed by Tenant to Landlord under this Lease  or  otherwise  but  not previously paid (or less all sums of money owed by Landlord to Tenant under  this  Lease  or otherwise but not previously paid, if applicable). Tenant and Landlord will prorate all income and expenses relating to the Woodland 


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Buildings based upon Tenant's and Landlord's  respective periods of ownership for the calendar year in which the Closing occurs with Tenant treated as the owner of the Woodland  Buildings on the date of  Closing."


14.Amendment  of Section  16.18.  Option to Surrender Space.  Section  16.18 of the Lease is hereby deleted in its entirety and shall be of no further force or effect.


15.Incorporation   of  Sections   16.21,   16.22   and   16.23.   The  Lease  is  hereby amended  to incorporate the following additional sections:


"Section   16.21.  Anti-Corruption  Laws and  Sanctions.  For purposes  hereof,   (a) "Anti­ Corruption  Laws"  shall  mean  all  Laws  applicable  to  a  pertinent  party  from  time  to time concerning or relating to bribery or anti-corruption; (b) "Sanctions" shall mean all  applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. federal government, inc1uding those administered by the Office of Foreign Assets Control, the United States Department of Treasury ("OFAC") or the U.S. Department of State, or (ii) the United Nations Security Council, the European Union, any  European Union member state in which a pertinent party or any of its subsidiaries conduct operations or Her Majesty's Treasury of the United Kingdom; and (c) "Sanctioned Person" shall mean, at any  time, (i) any person or entity listed in any Sanctions-related list of designated persons or entities maintained by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state in which the pertinent party or any of its subsidiaries conducts operations, (ii) unless otherwise authorized by OFAC, any person or entity operating, organized or resident in any country or territory which is itself the subject or target of any full-scope (non-list based)  Sanctions, or (iii) any ownership of fifty percent  (50%) or more of an entity by persons or entities described in the foregoing clauses (i) or (ii). Each of Landlord and Tenant represents and warrants that neither it nor any of its subsidiaries, nor to its knowledge, their respective directors, officers, employees or agents,  is  a Sanctioned Person. Each party further represents that it and its subsidiaries, and to its knowledge, their respective directors, officers, employees and agents, complies and shall continue to comply in all material respects with all Sanctions and with all Anti-Corruption Laws. Each party will use reasonable efforts to notify the other in writing if any of the foregoing representations and warranties are no longer true or have been breached or if such party has a reasonable basis to believe that they may no longer be true or have been breached. In the event of any violation of this Section by Tenant, Landlord will be entitled to immediately terminate this Lease and take such other actions as are permitted or required to be taken under law or in equity.


Section  16.22.  Contingency.   Landlord and Tenant hereby  acknowledge and  agree that, upon  Landlord  and Tenant  executing that  certain  Lease  Termination Agreement  regarding that certain Office Lease dated May 6, 2014, whereby Tenant leases approximately  56,862 rentable square feet in the building commonly known as Woodland I, this Amendment  sha11 be of full force and effect. Upon receipt by Landlord of  this Amendment  signed by  Tenant,  Landlord agrees to simultaneously execute the Lease Termination Agreement  along with this Amendment and return to Tenant within 3 business days. In the event such Lease Termination Agreement is not executed by Landlord within the 3 business day time frame this Amendment sha11 be deemed nu11 and void and of no further force or effect.


Section  16.23.  Property   Management.   Tenant  hereby  acknowledges  that Landlord  has entered into (i) that certain Office Lease with Woolpert Inc. ("Woolpert")  dated May  13, 2008 (the  "Woolpert  Lease")  whereby  Woolpert  leases  approximately   23,691  square    feet  in the Building from Landlord and which Woolpert Lease expires August 31, 2018 and (ii) that certain Office Lease with OurHealth, LLC ("OurHealth" and, together with Woolpert, the  "Tenants") dated  June  16, 2010,  as amended  (collectively,  the  "OurHealth  Lease" and,  together  with  the Woolpert Lease, the "Tenant Leases") whereby OurHealth  leases approximately 989 square feet in the Building from Landlord and which  OurHealth  Lease  expires December 2, 2020. As a condition of Landlord entering into this Amendment  with  Tenant, Tenant  hereby  agrees enter into that certain Management Agreement  attached  hereto and made part hereof  as Exhibit E (the "Management  Agreement").  


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The Management  Agreement  shall be effective as of July  1, 2016 and  continuing  through  and  until   December  2, 2020 and provide that, except as otherwise provided in Section 3.02.B and Section 7. 01 above, Tenant shall, at its cost and expense (subject to reimbursement pursuant to the Management Agreement),  provide Tenants any and all services under  the  Tenant    Leases  during the remainder of the applicable lease terms which would otherwise be Landlord's  responsibility including, without limitation, administering, budgeting and accounting for the  Annual  Rental  Adjustment,  Operating  Expenses  and  Additional  Rent pursuant to Sections  3.02 and 3. 03 of  the Tenant  Leases,  providing  utility  services pursuant to Article  6 of  the  Tenant  Leases,  repair  and  maintenance  of  the  Building  and Leased  Premises pursuant to Sections 7.01 and 7.02 of the Tenant Leases."


16.Broker. Tenant represents and warrants that, except for Jones Lang LaSal1e representing Landlord, and Meridian Real Estate, LLC representing Tenant, no other real estate broker  or  brokers were involved in the negotiation and execution of this Amendment.  Tenant  shall indemnify  Landlord and hold it harmless from any and all liability for the breach of any such representation and warranty on its part and shall pay any compensation to any other broker or person who may be deemed or held to be entitled thereto.


		
	17.
	Representations and Warranties.




(a)Tenant hereby represents and warrants that (i) Tenant is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Tenant is authorized to do business in the State where the Building is located; and (iii) the individual(s) executing and delivering this Amendment on behalf of Tenant has been properly authorized to do so, and such execution and delivery shall bind Tenant to its terms.


(b)Landlord hereby represents and warrants that (i) Landlord is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building is located; (iii) the individual(s) executing and delivering this Amendment on behalf of Landlord has been properly authorized to do so, and such execution and delivery shall bind Landlord to its terms and (iv) upon Tenant's occupancy of the First Additional Space, all fitness equipment and related personal property located therein shall remain in the First Additional Space and ownership of same  shall  be deemed granted to Tenant and Landlord shall waive any further right to such equipment.


18.Examination  of Amendment.  Submission of this instrument for examination  or signature to  Tenant  does  not  constitute  a reservation  or  option,  and  it  is  not  effective until  execution by and delivery to both Landlord and Tenant.


19.Definitions. Except as otherwise provided herein, the capitalized terms used in this Amendment shall have the definitions set forth in the Lease.


20.Incorporation. This Amendment shall be incorporated into and made a part of the Lease, and all provisions of the Lease not expressly modified or amended hereby shall remain in full force and effect.




(SIGNATURES CONTAINED ON THE FOLLOWING PAGES)




















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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the day and year first written above.


LANDLORD:


DUKE REALTY LIMITED PARTNERSHIP,
an Indiana limited partnership


By:    Duke Realty Corporation, 
its general partner




Dated:       4/25/16                         By:      /s/ Charles E. Podell           
Charles E. Podell
Senior Vice President
Indiana and Ohio Region




[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]






































































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TENANT:


INTERACTIVE INTELLIGENCE GROUP, INC., an Indiana corporation




Dated:       April 25, 2016                  By:       s/ Ashley Vukovits                            


Printed:      Ashley Vukovits                          


Title:      CFO                                                








STATE OF      INDIANA          )
) SS:
COUNTY OF    MARION        )


Before me, a Notary Public in and for said County and State, personally appeared     Ashley Vukovits    , by me known and by me known to be the           CFO            of Interactive Intelligence Group, Inc., an Indiana corporation, who acknowledged the execution of the foregoing First Lease Amendment on behalf of said corporation.


WITNESS my hand and Notarial Seal this    25th    day of     April    , 2016.




         /s/ Traci L. Shaw                              
Notary Public


              Traci L. Shaw                              
Printed Signature






My Commission Expires:    3/14/2023              


My County of Residence:      Boone                  






















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