Exhibit 10.14**SEVENTH AMENDMENT TO LEASE AGREEMENT**     **THIS SEVENTH AMENDMENT TO LEASE AGREEMENT** (this “**Amendment**”) is made as of the 3rd day ofNovember, 2006, by and between **1899 L STREET TOWER LLC**, a Delaware limited liability company(“**Landlord**”), and **BLACKBOARD INC.**(“**Tenant**”).**WITNESSETH**:     **WHEREAS**, 1899 L Street LLC (“**Original Landlord**”) and Tenant entered into that certain OfficeLease dated November 22, 1999 (the “**Original Lease**”), as amended by that certain Amendment to LeaseAgreement dated February 16, 2000 (the “**First Amendment**”) as further amended by that certain SecondAmendment to Lease Agreement dated July, 2000, as further amended by that certain Third Amendmentto Lease Agreement dated January 31, 2001 (the “**Third Amendment**”), as further amended by thatcertain Fourth Amendment to Lease Agreement dated March 22, 2002 (the “**Fourth Amendment**”), asfurther amended by that certain Fifth Amendment to Lease Agreement dated August 31, 2005, executedby Landlord (as successor-in-interest to Original Landlord) (the “**Fifth Amendment**”) as furtheramended by that certain Sixth Amendment to Lease Agreement dated January 20, 2006 (the “**SixthAmendment**”; all of the foregoing being collectively, the “**Lease**”) pertaining to 62,665 square feetof space (the “**Premises**”), including the 500 square feet of storage space leased by Tenant pursuantto the Original Lease, the 700 square feet of storage space leased by Tenant pursuant to the SecondAmendment and 646 square feet of storage space leased by Tenant pursuant to the Sixth Amendment(collectively, the “**Storage Space**”) located in that certain building (the “**Building**”) located at1899 L Street NW, Washington D.C.; and     **WHEREAS**, Landlord and Tenant have agreed to amend the Lease, as more particularly set forthbelow.     **NOW THEREFORE,**in consideration of the covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenanthereby amend the Lease as follows:**AGREEMENT**     **1. ****Deleted Renewal Option**. Paragraph 1.6 of the Original Lease, Paragraph5 in the Third Amendment, and Paragraph 12 in the Sixth Amendment are herebydeleted in their entirety and of no further force or effect.     **2. ****First Renewal Option**. Tenant, at its option, may extend the Term of this Lease forone period (“**First Extended Term**”) the length of which is to be determined by Tenant, providedin no event shall the First Extended Term exceed three (3) months, commencing on February 1,2008. The option for such extension may be exercised by Tenant giving written notice thereof(which notice shall include the length of the First Extended Term) to Landlord not later thanFebruary 15, 2007, provided that at the time of such notice Tenant shall not be in Default inthe performance of any of the terms and provisions of this Lese beyond any applicable
 

 
grace periods. If in Tenant’s notice, Tenant fails to specify the length of the First ExtendedTerm or states a length of time in excess of three (3) months, then Tenant will be deemed to haveelected to have the First Extended Term last for three (3) months. The First Extended Term shallbe on like terms, covenants, agreements, provisions, conditions and limitations as are containedherein, except that the rental payable by Tenant during the First Extended Term shall be equal to$212,866.50 per month ($42.00 x 60,819 / 12) for the Premises, other than the Storage Space (thePremises less the Storage Space is the “**Office Space**”), plus $3,230 per month ($21.00 x 1,846 /12)for the Storage Space.     **3. ****Second Renewal Option**.****Provided Tenant has timely expressed its right to renew theLease for the First Extended Term as set forth above, Tenant, at its option, may furtherextend the Term of this Lease for an additional period (“**Second Extended Term**”) the length ofwhich is to be determined by Tenant, provided in no event shall the Second Extended Termexceed eight (8) months, commencing on the day after the expiration of the First ExtendedTerm. The option for such extension may be exercised by Tenant giving written notice thereof(which notice shall include the length of the Second Extended Term) to Landlord not later thaneleven (11) months and twenty (20) days prior to the expiration of the First Extended Term,provided that at the time of such notice Tenant shall not be in Default in the performance ofany of the terms and provisions of this Lese beyond any applicable grace periods. If inTenant’s notice, Tenant fails to specify the length of the Second Extended Term or states alength of time in excess of eight (8) months, then Tenant will be deemed to have elected tohave the Second Extended Term last for eight (8) months. The Second Extended Term shall be onlike terms, covenants, agreements, provisions, conditions and limitations as are containedherein, except that the rental payable by Tenant during the Second Extended Term shall beequal to the rental paid (on a per month basis) during the First Extended Term.     **4. ****Early Termination Right**. Tenant shall, within five (5) days after receipt ofwritten request from Landlord, notify Landlord if Tenant has vacated certain portions of thePremises (the “**Vacated Premises**”). Further, if there are Vacated Premises, Tenant shall, withinten (10) business days after receipt of written request from Landlord, execute certain PartialTermination Agreements, in the form attached hereto as Exhibit A, in connection with suchVacated Premises, as more particularly set forth in the applicable Partial Termination Agreement.Notwithstanding the foregoing, no Partial Termination Agreement shall be valid and binding unlessand until Landlord executes same and delivers same to Tenant. If such partial termination occursduring the initial Term of the Lease, then Rent for the Premises shall be appropriately reducedfrom and after the effective date of any Partial Termination Agreement with Tenant and Landlordhereby acknowledging that Rent for different portions of the Premises varies during the initialTerm of the Lease and therefore there will not be a straight pro rata reduction in Rent as a resultof any partial termination, as aforesaid. If such partial termination occurs during either theFirst Extended Term or Second Extended Term, then Rent for the Premises shall be proportionatelyreduced from and after the effective date of any Partial Termination Agreement based on the rentalrates set forth in Paragraph 2 or Paragraph 3 hereof.     **5. ****Holdover**. If Tenant continues occupying the Premises after the expiration ortermination of the Lease, then for the first two (2) months of such holdover, Paragraph 9.4of the Original Lease shall not apply but, rather, the Term shall be deemed extended for suchperiod provided that monthly rent shall equal $52.50 multiplied by the square footage of OfficeSpace
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divided by twelve (12) plus $26.25 multiplied by the square footage of Storage Space dividedby twelve (12). After such two (2) month period, if applicable, Paragraph 9.4 of theOriginal Lease shall fully apply to such holdover.     **6. ****Right to Enter**. In Paragraph 9.3(a)(v) of the Original Lease, the phrase “duringthe ninety (90) days immediately before this Lease expires” is hereby deleted and replaced with thephrase “commencing on February 1, 2007”.     **7. ****Broker Warranty**. Landlord and Tenant each warrant that it has had no dealings withany broker, agent or any other person in connection with the negotiation or execution of thisAmendment other than Studley, Inc. and Transwestern Commercial Services (collectively, the“**Brokers**”). Landlord and Tenant agree to indemnify and hold harmless the other from andagainst any and all cost, expense, or liability for commissions or other compensation andcharges claimed by any broker or agent (other than the Brokers) with respect to this Amendmenton account of the acts of the indemnifying party.     **8. ****Definitions**.****Unless the context otherwise requires, any capitalized term used hereinshall have its respective meaning as set forth in the Lease.     **9. ****Integration of Amendment and Lease**.****This Amendment and the Lease shall be deemed tobe, for all purposes, one instrument. In the event of any conflict between the terms andprovisions of this Amendment and the terms and provisions of the Lease, the terms andprovisions of this Amendment shall, in all instances, control and prevail.     **10. ****Counterparts**. This Amendment may be executed by each of the parties hereto inseparate counterparts and have the same force and effect as if all of the parties had executedit as a single document.     **11. ****Ratification**. Except as modified herein, all of the remaining terms and provisionsof the Lease shall remain in full force and effect.[**signature page follows**]
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     **IN WITNESS WHEREOF**, Landlord and Tenant have duly executed this Amendment as of the dayand year first above written.      **LANDLORD:**