FIRST AMENDMENT TO OFFICE LEASE AGREEMENT

Exhibit 10.11

FIRST AMENDMENT TO OFFICE LEASE AGREEMENT

     THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “ Amendment ”) is made as of June 5, 2007, by and between WASHINGTON TELEVISION CENTER LLC, a District of Columbia limited liability company (“ Landlord ”), and BLACKBOARD INC., a Delaware corporation (“ Tenant ”).

RECITALS

     A. Pursuant to that certain Office Lease Agreement dated as of December 15, 2006 (the “ Lease ”), Landlord has leased to Tenant certain space consisting of approximately One Hundred Eleven Thousand Eight Hundred Ninety-Five (111,895) square feet of rentable area on the first (1 ^st ), sixth (6 ^th ), seventh (7 ^th ) and eighth (8 ^th ) floors in the office building located at 650 Massachusetts Avenue, NW, Washington, D.C. 20001, as more particularly described in the Lease.

     B. Due to a holdover by the current tenant, such tenant being an agency of the federal government (“ GSA ”), the Anticipated Delivery Date must be modified.

     C. Pursuant to one or more separate agreements, GSA has agreed with Landlord to make certain payments to Landlord in addition to GSA’s monthly rent in connection with its holdover.

     D. In consideration for Tenant agreeing that Landlord may delay the Anticipated Delivery Date, Landlord has agreed to pass through certain payments Landlord receives from GSA to Tenant, all as further set forth in this Amendment.

     E. All capitalized terms used in this Amendment that are not defined herein shall have the meanings provided for in the Lease.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, do hereby agree as follows:

     1.  Recitals . The foregoing recitals are intended to be a material part of this Amendment and are incorporated herein by reference.

     2.  Anticipated Delivery Date . In Section 1.4 of the Lease, the date of “March 8, 2007,” is deleted and replaced with the date of “August 15, 2007.”

     3.  Lease Commencement Date . In Section 3.2(a) , the two appearances of the date “November 8, 2007,” are both replaced with “April 15, 2008.”

     4.  Additional Payments . Landlord, pursuant to that certain (i) amendment to GSA’s lease dated April 13, 2007 (“ SLA 12” ) (a copy of which is attached hereto as Exhibit A-1) , (ii) amendment to GSA’s lease dated May 7, 2007 (“ SLA 13 ”) (a copy of which is attached hereto as Exhibit A-2 ) and (iii) amendment to GSA’s lease being executed contemporaneously herewith (the “ New SLA” (a copy of which is attached hereto as Exhibit A-3 ), together with SLA 12 and SLA 13, the “ SLAs ”), is entitled to receive the additional payments listed below in excess of GSA’s current base rent and additional rent obligations (the “ Additional Payments ”). If and only if Landlord actually receives any such payment, Landlord will deliver such payments to Tenant within five (5) business days of Landlord’s actual receipt of such payment or, in the case of the May 1 and June 1 payments, within five (5) business days of the date hereof. If Landlord actually incurs any out-of-pocket costs attributable to its efforts to collect the Additional Payments below (including without limitation reasonable attorneys’ fees), Landlord may withhold and deduct such collection costs from the Additional Payments before delivering the Additional Payments to Tenant, provided, however, that in the event such collection efforts seek to recover payment of base rent, additional rent or other payment obligations of GSA in addition to the Additional Payments, the out-of-pocket collection costs deducted by Landlord will be pro-rated based upon the ratio of the Additional Payments to the total amount sought by Landlord. Landlord shall have no liability for GSA’s failure to timely make any of the Additional Payments set forth herein, Tenant hereby waiving any right it may have against Landlord for such failure by GSA, provided that nothing in this sentence shall be construed to release Landlord from Landlord’s obligations to Tenant under the terms of this Amendment. Landlord and Tenant acknowledge that the payments contemplated on November 1, 2007, and December 1, 2007, are contingent on GSA remaining in the Premises beyond the dates specified in Section 5 of the New SLA, as further set forth in the New SLA.

     (a) Landlord shall use all commercially reasonable efforts to collect Additional Payments from GSA and such obligation to collect Additional Payments shall survive termination of the Lease with respect to those Additional Payments which accrue prior to the effective date of termination of the Lease. In the event that any Additional Payment from GSA is late, Landlord shall use reasonable efforts to notify Tenant of the circumstances surrounding such non-payment within two (2) business days after the Additional Payment due date. Provided Tenant is not in default under the Lease beyond the expiration of any applicable notice and/or cure period, Landlord shall not enter into any amendment to the GSA lease or other agreement which reduces, delays or forgives any of the Additional Payments without Tenant’s prior written consent, which may be granted or withheld in Tenant’s sole discretion. Landlord represents that

as of the date hereof it has not entered into any agreement which would reduce, delay or forgive any of the Additional Payments.

     5.  Termination Period; Cure Period . The end of the period for Tenant’s one-time termination option set forth in Section 3.2(i) of the Lease is extended from September 30, 2007 to 5:00 p.m. (eastern time) on November 30, 2007. Accordingly, (a) the date “September 30, 2007” in the first sentence of Section 3.2(i) of the Lease is deleted and replaced with “November 30, 2007,” and (b) the phrase “before 5:00 (eastern time) on September 30, 2007” in the fourth sentence of Section 3.2(i) is deleted and replaced with the phrase “before 5:00 p.m. (eastern time) on November 30, 2007.” In addition, the Cure Period as set forth in Section 3.2(i) of the Lease is extended until the later of (i) ten (10) business days after Landlord’s receipt of Tenant’s timely notice of termination in accordance with the terms of Section 3.2(i) (if any) and (ii)11:59 p.m. (eastern time) on November 30, 2007. Accordingly, the second sentence of Section 3.2(i) of the Lease is deleted and replaced with the following sentence, “Notwithstanding the foregoing termination right set forth in this Subsection (i), if Landlord on or before the later of (i) ten (10) business days after Landlord’s receipt of Tenant’s timely notice of termination in accordance with the terms of Section 3.2(i) (if any) and (ii) 11:59 p.m. (eastern time) on November 30, 2007 (the “ Cure Period ”) delivers the Floors in Ready Condition, Tenant shall accept the Floors and its termination will not be effective, provided that if at any time during the Cure Period Landlord delivers notice to Tenant that it is unable to deliver the Floors, Tenant’s termination will be effective as of the date of receipt of such notice from Landlord.” By way of example only of the foregoing terms of this Section 5 , if Tenant timely and properly delivers a termination notice to Landlord on September 15, 2007, and Landlord subsequently delivers the Floors in the Ready Condition on November 30, 2007, Tenant’s termination will not be effective and the Lease will remain in full force and effect.

     6.  Other Payments . If Landlord receives amounts or sums in excess of or in addition to the Additional Payments set forth in Section 4 above, Landlord shall not be required to deliver to Tenant such excess amounts, payments or sums from GSA to Landlord, notwithstanding the fact that other Additional Payments may subsequently become due. By way of example only, if on August 1, 2007, GSA pays to Landlord $240,000, then Landlord shall as set forth in Section 4 above, deliver $200,000 to Tenant as part of the Additional Payments, and $40,000 will remain with the Landlord. Landlord and Tenant acknowledge that the Additional Payments are in excess of GSA’s current rental obligations under their lease ( i.e. , those obligations prior to the execution of the SLAs) (the “ Current GSA Rent ”). Accordingly, Landlord and Tenant agree that if for any reason Landlord does not receive, or GSA does not otherwise pay all or any portion of the Additional Payments, Landlord will not be required to pay any such Additional Payments to Tenant from GSA’s rental obligations under the lease between Landlord and GSA, provided, however, that if any Additional Payments are late, any payments by GSA to Landlord in excess of the Current GSA Rent shall be first paid to Tenant until the late Additional Payments have been paid.

     7.  Tenant’s Rent Abatement . Because Tenant may need to extend the lease for all or a portion of the space it currently occupies pursuant to Tenant’s Existing Lease (“ Tenant’s Extension ”) due to extension of the Anticipated Delivery Date, Landlord has agreed to provide

certain abatements in connection with Tenant’s Extension as well as its extension of the term thereof prior to the date of this Amendment (“ Tenant’s Rent Abatement” ), as further set forth and in accordance with the terms of Section 3.2(d) of the Lease (as such Section 3.2(d) of the Lease is modified by the terms of this Amendment). In consideration of such abatement and the amounts Landlord agrees to pass through to Tenant hereunder, Tenant agrees to use the “extension cost reduction efforts” (as defined below) to mitigate and reduce its obligations (including without limitation rent and additional rent) to its current landlord arising from Tenant’s Extension, including without limitation, attempting to (i) sublease, license and/or assign its obligations under Tenant’s Existing Lease after Tenant vacates its existing premises (the “ 1899 L Space ”), (ii) obtain an early termination of Tenant’s Existing Lease or to cause its landlord to release Tenant prior to the end of Tenant’s Extension, and/or (iii) otherwise reduce its financial obligations under Tenant’s Existing Lease during Tenant’s Extension. As used herein, the phrase “extension cost reduction efforts” shall mean Tenant’s obligation to make good faith efforts to negotiate a financial settlement with its current landlord and/or to retain and engage a leasing broker to attempt to find a short-term sublease, subject to the terms of its lease with its current landlord. Nothing in this Amendment shall (i) restrict Tenant from entering into a Tenant’s Extension or (ii) require Tenant to enter into a sublease, license or assignment agreement upon terms which are not acceptable to Tenant in its reasonable discretion.

          (a) If during any period that Tenant’s Rent Abatement occurs, Tenant assigns, licenses or subleases all or any portion of the 1899 L Space leased by Tenant pursuant to Tenant’s Extension, then no later than the earliest to occur of (i) thirty (30) days after the expiration of such assignment or sublease and (ii) five (5) business days after the day Tenant determines the final income from such assignment, license or sublease net only of its actual out-of-pocket brokerage costs, reasonable attorney fees and other third-party out-of-pocket costs incurred directly with such assignment, sublease or license (the “ Assignment/Sublease Value ”), Tenant shall notify Landlord of the Assignment/Sublease Value and Tenant’s Rent Abatement during the first Lease Year shall be reduced by an amount equal to one-half (1/2) of the Assignment/Sublease Value (the “ Abatement Reduction ”), applied first to the last amounts of rent abatement due Tenant during the first Lease Year. In the event that all of Tenant’s Rent Abatement d