SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

Exhibit 10.12

SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

     THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “ Second Amendment ”) is made and entered into as of the 2nd day of December, 2008, 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 “ Original Lease ”), as modified by that certain First Amendment to Office Lease Agreement dated as of June 5, 2007 (as modified, 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 (the “Premises” ).

     B. Landlord and Tenant desire to further amend the Lease as set forth in this Second Amendment to expand the Premises to include the Fifth Floor Expansion Space (as defined below), pursuant to the terms and conditions set forth herein.

      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.  Defined Terms .  All defined terms herein shall have the meaning given to such term in the Lease, unless specifically defined herein.

     2.  Incorporation of Recitals .  The foregoing recitals are incorporated by reference into this Second Amendment as if set forth in this Section 2 in full.

     3.  Fifth Floor Expansion Space .  Tenant hereby leases from Landlord, and Landlord hereby leases to Tenant, approximately Seventeen Thousand One Hundred Seventy- Three (17,173) rentable square feet on the fifth (5 ^th ) floor of the Building as further identified on Exhibit A attached hereto (the “ Fifth Floor Expansion Space ”) for the Fifth Floor Expansion Space Lease Term (as defined below).

     4.  Fifth Floor Expansion Space Lease Term . The lease term of the Fifth Floor Expansion Space shall commence on the earlier of (a) the date Tenant commences conducting business operations in any material portion of the Fifth Floor Expansion Space, or (b) October 1, 2009 (the earlier of (a) or (b), the “ Fifth Floor Expansion Space Commencement Date ”), and shall be coterminous with Lease Term, including any renewal or extension periods contemplated thereunder (the “ Fifth Floor Expansion Space Lease Term ”).

     5.  Fifth Floor Expansion Space Base Rent . Annual Base Rent for the Fifth Floor Expansion Space shall be equal to the product of (a) the Fifth Floor Expansion Space Base Rent Per Rentable Square Foot (as shown in the chart below) in effect during the applicable Fifth Floor Expansion Space Lease Year (defined below), and (b) the number of square feet in the Fifth Floor Expansion Space. With respect to the Fifth Floor Expansion Space, the term “ Fifth Floor Expansion Space Lease Year ” means, as applicable, a period of twelve (12) consecutive months commencing on the Fifth Floor Expansion Space Commencement Date, and each successive twelve (12) month period thereafter; provided, however, that if the Fifth Floor Expansion Space Commencement Date is not the first day of a month, then the second Fifth Floor Expansion Space Lease Year shall commence on the first day of the month after the month in which the Fifth Floor Expansion Space Lease Commencement Date occurs, and the Base Rent for any partial additional month during either the first or last Fifth Floor Expansion Space Lease Year will be the Monthly Base Rent in effect for the first or last, as applicable, Fifth Floor Expansion Space Lease Year prorated based on the actual number of days in such month. Landlord and Tenant acknowledge that the Fifth Floor Expansion Space Lease Years do not coincide with the “Lease Years” under the Original Lease.

The term “ Base Rent ” includes the Annual Fifth Floor Expansion Space Base Rent, and with respect to the third sentence of Section 4.1(a) of the Original Lease, the term “Monthly Base Rent” includes the Monthly Fifth Floor Expansion Space Base Rent, and the term “Lease Year” includes the term Fifth Floor Expansion Space Lease Year. Landlord and Tenant agree that the number of rentable square feet in the Fifth Floor Expansion Space is Seventeen Thousand One Hundred Seventy-Three (17,173) and not subject to remeasurement. Landlord and Tenant agree that the abatement of Monthly Base Rent set forth in the first (1 ^st ) sentence of Section 4.1(b) of the Lease is not applicable to the Fifth Floor Expansion Space Base Rent payable under the terms of this Second Amendment.

     6.  Fifth Floor Expansion Space Security Deposit and Prepaid Rent .

          (a) Within thirty (30) days after the date of execution of this Second Amendment by Landlord and Tenant, Tenant shall deliver to Landlord a security deposit in the

amount of Four Hundred Three Thousand Five Hundred Sixty-Five Dollars and Fifty Cents ($403,565.50) (the “ Fifth Floor Expansion Space Security Deposit ”) pursuant to the terms of Article VI of the Lease and as a condition to Landlord’s obligation to pay amounts to Tenant in accordance with Section 9 of this Second Amendment. Tenant shall be permitted to provide such security deposit in the form of a letter of credit pursuant to the terms of Article VI of the Lease, or in the alternative, Tenant may replace the letter of credit currently held by Landlord with a new letter of credit which includes the Fifth Floor Expansion Space Security Deposit. Provided Landlord has received such replacement letter of credit, Landlord agrees to return such initial letter of credit to Tenant promptly upon Tenant’s request. For the purpose of the Lease, the Fifth Floor Expansion Space Security Deposit shall be deemed to be part of and included within the term “Security Deposit” and shall be subject to the provisions of Article VI of the Lease, including, but not limited to, the provisions of Section 6.1 (c) thereof regarding Tenant’s right to reduce the Security Deposit; provided, however, with respect to any burn down of the Fifth Floor Expansion Space Security Deposit in accordance with the terms of Section 6.1(c), the term “Lease Year” therein shall mean the Fifth Floor Expansion Space Base Year and the term “Security Deposit” therein shall mean the Fifth Floor Expansion Space Security Deposit (i.e., the burn down of the Fifth Floor Expansion Space Security Deposit shall commence on the first day of the second Fifth Floor Expansion Space Lease Year).

          (b) Notwithstanding anything to the contrary, in no event will the Security Deposit (whether pursuant to Section 6.1(c) of the Lease or otherwise) be reduced below the amount of Twenty-Five Thousand Dollars ($25,000.00) until the Staircase Restoration Obligation (defined below) is satisfied. Nothing in this Section 6(b) will be deemed or construed to limit the cost of the Staircase Restoration Obligation to the sum of Twenty-Five Thousand Dollars ($25,000.00).

          (c) Within five (5) business days after the date of execution of this Second Amendment by Landlord and Tenant, Tenant shall deliver to Landlord an amount equal to the first two (2) monthly installments of Fifth Floor Expansion Space Base Rent (i.e., $134,521.84), which amount shall be applicable toward and applied against Tenant’s Fifth Floor Expansion Space Base Rent obligations first due under this Second Amendment.

     7.  Operating Expenses and Real Estate Taxes . Commencing on the first (1 ^st ) day of the second Fifth Floor Expansion Space Lease Year, Tenant shall pay (in accordance with the process generally set forth in Section 5.1(e) of the Lease), as additional rent for the Fifth Floor Expansion Space, (i) Tenant’s proportionate share (with respect to the Fifth Floor Expansion Space only) of the amount by which Operating Expenses incurred by Landlord for each calendar year falling entirely or partly within the Fifth Floor Expansion Space Lease Term exceed the Fifth Floor Expansion Space Base Year Operating Expenses (hereinafter defined) incurred by Landlord during the twelve (12) month period commencing January 1, 2009, and ending December 31, 2009 (the “ Fifth Floor Expansion Space Base Year ”), and (ii) Tenant’s proportionate share (with respect to the Fifth Floor Expansion Space only) of the amount by which Real Estate Taxes for each calendar year falling entirely or partly within the Fifth Floor Expansion Space Lease Term exceed the Fifth Floor Expansion Space Base Year Real Estate Taxes (hereinafter defined) incurred by Landlord during the Fifth Floor Expansion Space Base Year. For the purpose of this Second Amendment, the term “ Fifth Floor Expansion Space Base Year Operating Expenses ” means the Operating expenses incurred by Landlord during

the Fifth Floor Expansion Space Base Year and the term “ Fifth Floor Expansion Space Base Year Real Estate Taxes ” means the Real Estate Taxes incurred by Landlord during the Fifth Floor Expansion Space Base Year. Landlord and Tenant acknowledge that the “Base Year” for the “Premises” under the Original Lease is different than the “Base Year” for the Fifth Floor Expansion space. To the extent that the aggregate of the Operating Expenses and Real Estate Taxes (for the Fifth Floor Expansion Space only) for any calendar year are less than the aggregate of the Fifth Floor Expansion Space Base Year Operating Expenses and Fifth Floor Expansion Space Base Year Real Estate Taxes, then Tenant shall only be responsible for the net increase over the aggregate of the Fifth Floor Expansion Space Base Year Operating Expenses and the Fifth Floor Expansion Space Base Year Real Estate Taxes after deducting the amount of such reduction from the Fifth Floor Expansion Space Base Year Operating Expenses and/or Fifth Floor Expansion Space Base Year Real Estate Taxes (as applicable); provided, however, in no event will the netting-out of increase in taxes and expenses pursuant to this sentence result in a credit or reimbursement to Tenant.

     8.  Condition of Fifth Floor Expansion Space . Tenant agrees to lease the Fifth Floor Expansion Space in its “ as-is ” condition; provided, that Landlord shall be responsible for demising the Fifth Floor Expansion Space at Landlord’s sole cost and expense. Notwithstanding the foregoing terms of this Section 8 , Landlord shall, prior to May 1, 2009, complete the following: (i) repl