THIRD AMENDED AND RESTATED OFFICE LEASE

Exhibit 10.17

THIRD AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE

     THIS THIRD AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE (the “Amendment”) is executed this 31 day of January, 2006, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Landlord”), and APRIMO, INCORPORATED, a Delaware corporation (“Tenant”).

W I T N E S S E T H :

     WHEREAS, Landlord (f/k/a Duke-Weeks Realty Limited Partnership), and Genesis Technologies, Inc., as predecessor in interest to Attune, Incorporated, as predecessor in interest to Tenant, entered into a certain lease dated September 21, 1998, as amended by instruments dated November 30, 1998, November 2, 1999, January 25, 2000, April 6, 2000, December 20, 2000, and December 20, 2002, and as amended and restated by that certain Amended and Restated Office Lease dated February 6, 2004, as amended by instruments dated January 10, 2005 and August 23, 2005 (collectively, the “Lease”), whereby Tenant leased from Landlord certain premises consisting of approximately 12,584 rentable square feet of space (the “Initial Premises”), approximately 1,883 rentable square feet of space (the -“Additional Space”) for a total of 14,467 rentable square feet (collectively, the “Original Leased Premises”) and approximately 3,500 rentable square feet of space (the “Temporary Space”) located in an office building commonly known as Five Parkwood, 510 East 96 ^th Street, Suite 300, Indianapolis, Indiana 46240 (the “Building”); and

     WHEREAS, Tenant desires to expand and relocate the Original Leased Premises to approximately 42,399 rentable square feet in another building owned by Landlord (the “Relocated Space”). Commencing upon the Relocated Space Commencement Date (defined below), the Leased Premises shall mean the Relocated Space; and

     WHEREAS, Landlord and Tenant desire to amend certain provisions of the Lease to reflect the foregoing and other changes 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 enter into this Amendment.

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

     2.  Provisions Respecting Termination of the Original Leased Premises and the Temporary Space . Tenant agrees to surrender possession of the Original Leased Premises and the Temporary Space pursuant to the provisions contained in the Lease, including, but not limited to Section 2.03, on or before 11:59 p.m. on the day prior to the Relocated Space Commencement Date, and if Tenant shall so vacate the Original Leased Premises and the Temporary Space, Tenant’s rights and obligations under the Lease with respect to the Original Leased Premises and the Temporary Space shall be terminated and cancelled as of 11:59 p.m. on the day prior to the Relocated Space Commencement Date, except for any accrued but unpaid obligations and such obligations as may survive the expiration or earlier termination of the Lease.

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

          (a) Commencing on the Relocated Space Commencement Date, Section 1.01 of the Lease is hereby amended by incorporating Exhibit A-1, attached hereto and incorporated herein by reference, on which the Relocated Space is depicted. The Relocated Space shall hereinafter be referred to as the “Leased Premises”.

          (b) Commencing on the date (the “Relocated Space Commencement Date”) that Substantial Completion (as defined in Exhibit B-1 attached hereto) of the Relocated Space Improvements (as defined below) occurs, Section 1.01 of the Lease is further amended by deleting subsections A, B, C, D, E, F, H, L and N and substituting the following in lieu thereof:

“A.		Leased Premises (shown outlined on Exhibit A-1 attached hereto); Suite: 400; Floor: 4 th ; Building Address: Parkwood IX, 900 East 96 th Street, Indianapolis, Indiana 46240 (the “Building”);

	B.		Rentable Area: approximately 42,399 square feet;
			Landlord shall use commercially reasonable standards, 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 from time to time. Landlord’s determination of Rentable Area shall be deemed correct for all purposes hereunder.
	C.		Building Expense Percentage: 20.71%;
	D.		Minimum Annual Rent:

Months 1 - 5 of Year 1		$208,333.35 (5 months)
Months 6 -10 of Year 1		$250,000.00 (5 months)
Months 11 -12 of Year 1		$116,666.66(2 months)
Months 1 - 3 of Year 2		$174,999.99 (3 months)
Months 4- 12 of Year 2		$635,985.00 (9 months)
Years 3 - 4		$869,179.56 per year
Years 5 - 6		$890,379.00 per year
Years 7 - 8		$911,578.56 per year
Years 9 - 10		$932,778.00 per year;

E.

Monthly Rental Installments:

Months 1 - 5*		$41,666.67 per month
Months 6 - 10		$50,000.00 per month
Months 11 - 15		$58,333.33 per month
Months 16 - 24		$70,665.00 per month
Months 25 - 48		$72,431.63 per month
Months 49 - 72		$74,198.25 per month
Months 73 - 96		$75,964.88 per month
Months 97 - 120		$77,731.50 per month;

*For Months 1 – 5 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 25,000 rentable square feet at the per square foot rate of $20.00.

For Months 6 - 10 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 30,000 rentable square feet at the per square foot rate of $20.00.

For Months 11 - 15 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 35,000 rentable square feet at the per square foot rate of $20.00.

For Months 16 – 24 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 42,399 rentable square feet at the per square foot rate of $20.00.

For Months 25 – 48 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 42,399 rentable square feet at the per square foot rate of $20.50.

For Months 49 – 72 of the Lease Term, Tenants Base Rent shall be calculated based upon 42,399 rentable square feet at the per square foot rate of $21.00.

For Months 73 – 96 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 42,399 rentable square feet at the per square foot rate of $21.50.

For Months 97 - 120 of the Lease Term, Tenant’s Base Rent shall be calculated based upon 42399 rentable square feet at the per square foot rate of $22.00.

          F. Term: Through the date which is one hundred twenty (120) consecutive months immediately after the Relocated Space Commencement Date;

          H. Security Deposit: Irrevocable Unconditional Letter of Credit in the amount of Five Hundred Thousand Dollars ($500,000.00), subject to reduction and in the form as provided in Article 4 of the Lease;

L.

Address for payments and notices as follows:

		Landlord:		Duke Realty Limited Partnership
				Attn.: Property Management
				600 East 96 th Street, Suite 100
				Indianapolis, IN 46240
		Tenant:		Aprimo, Incorporated
				900 East 96 th Street, Suite 400
				Indianapolis, IN 46240
		Address for rental and other payments:
				Duke Realty Limited Partnership
				75 Remittance Drive, Suite 3205
				Chicago, IL 60675-3205;

	N.		Landlord’s Share of Expenses: $5.85 per rentable square foot of the Leased Premises;
	O.		Target Relocated Space Commencement Date: May 1, 2006;”

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

      “Tenant will personally inspect the Relocated Space and accept the same “ AS IS ” without representation or warranty by Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto except to construct in a good and workmanlike manner all leasehold improvements to the Relocated Space (collectively, the “Relocated Space Improvements”) in accordance with Exhibit B-1 attached hereto and incorporated herein by reference.”

          5. Amendment of Section 3.02.F. Maximum Increase in Operating Expenses . Commencing on the Relocated Space Commencement Date, subsection (b) of Section 3.02.F. of the Lease shall be deleted and the following shall be substituted in lieu thereof:

“(b)		Controllable Expenses . Tenant’s obligation to pay all other Building Operating Expenses which are not Uncontrollable Expenses (herein “Controllable Expenses”) shall be limited to a five percent (5%) per annum increase over the amount the Controllable Expenses for the immediately preceding calendar year would have been had the Controllable Expenses increased at the rate of five percent (5%) in all previous calendar years beginning with the actual Controllable Expenses for the year ending December 31,2006; provided, however, that Controllable Expenses shall not increase by more than ten percent(10%) for any calendar year.”

          6. Amendment of Section 4 . Security Deposit . Section 4 of the Lease is hereby deleted and the following is substituted in lieu thereof:

          Tenant shall, upon Tenant’s execution of this Amendment, provide to Landlord an irrevocable unconditional letter of credit (the “New Letter of Credit”) in the form attached hereto as Exhibit D-1 as security for the performance by Tenant of all of Tenant’s obligations contained in this Lease (such New Letter of Credit shall also be referred to as “Security Deposit” herein). The New Letter of Credit shall be (i) issued by Silicon Valley Bank for so long as Silicon Valley Bank maintains a net worth of not less than Five Hundred Fifty Million Dollars ($550,000,000.00), and (ii) in the amount of Five Hundred Thousand Dollars ($500,000.00). If, during the term of the New Letter of Credit, Silicon Valley Bank’s net worth reduces to an amount below $500,000,000.00, then, within fifteen (15) business days of Landlord’s written request. Tenant shall cause the New Letter of Credit to be reissued by another bank having a net worth of not less than One Billion Dollars ($ 1,000,000,000.00). In the event Tenant does not deliver the New Letter of Credit to Landlord upon Tenant’s execution of this Amendment, this Amendment shall be null and void and of no further force and effect; provided, however, that Landlord shall be entitled to draw upon the original $75,000.00 letter of credit (the “Original Letter of Credit”) that Tenant previously provided to Landlord under the Lease in order to satisfy any sums incurred by Landlord in connection with the Relocated Space Improvements, which right shall survive the termination of this Amendment In the event of a default by Tenant, Landlord may, at its option, draw upon the New Letter of Credit and apply all or any part thereof to pay rent or to cure any such default; and if Landlord does so, Tenant shall, upon request, deposit with Landlord the amount so applied so that Landlord will have on hand at all times during the Lease Term the full

amount of the New Letter of Credit as set forth hereinabove. Such New Letter of Credit shall be renewed on an annual basis and shall not expire less than ninety (90) days after the expiration or earlier termination of this Lease. If Tenant has not renewed the New Letter of Credit at least thirty (30) days prior to the expiration date thereof, Landlord may draw upon the New Letter of Credit if same is not renewed and hold the cash proceeds in lieu thereof. In the event of a transfer of title to the Building, Landlord shall simultaneously transfer the New Letter of Credit to such transferee and any fee for such transfer shall be paid by Landlord. All sums held by Landlord pursuant to this Article 4 shall be without interest. Landlord hereby agrees to return to Tenant the Original Letter of Credit after Landlord receives the New Letter of Credit in the amount of $500,000.00. Notwithstanding the foregoing and provided Tenant has not previously been in default, the amount of the New Letter of Credit may be reduced to the amount of $300,000.00 on the earlier to occur of: (i) the date that is within thirty (30) days of the date that Tenant meets the following criteria: (a) Tenant demonstrates profitability as defined by a positive net income (based on Tenants audited financial statements supplied by Tenant and prepared in conformity with generally accepted accounting principles, consistently applied) during each year over a two (2) consecutive calendar year period, and (b) Tenant’s combined net income over such two (2) consecutive calendar year period is equal to or greater than $2,000,000.00, or (ii) on the first (1 ^st ) day of the sixty-first (61 ^st ) month following the Relocated Space Commencement Date. Once the New Letter of Credit has been reduced to the amount of $300,000.00, the amount of the New Letter of Credit shall remain at $300,000.00 for the remainder of the Lease Term. Notwithstanding anything contained herein to the contrary, Tenant may amend the Original Letter of Credit in lieu of causing the New Letter of Credit to be issued so long as such amended Original Letter of Credit complies with the provisions set forth in this Section 4 for the New Letter of Credit. If Tenant causes such Original Letter of Credit to be amended as provided herein, such Original Letter of Credit, as so amended, shall be referred to in this Lease and mean the New Letter of Credit

          7. Amendment of Section 9.02 . Tenant’s Insurance . Commencing on the Relocated Space Commencement Date, Subsection (b) of Section 9.02 of the Lease is hereby deleted and the following is substituted in lieu thereof:

      “Commercial General Liability Insurance (which insurance shall not exclude blanket contractual liability, broad form property damage, personal injury, or fire damage coverage) covering the Leased Premises and Tenant’s use thereof against claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than $3,000,000, and with general aggregate limits of not less than $3,000,000 for each policy year, which limits may be satisfied by any combination of primary and excess or umbrella per occurrence policies.”

          8. Amendment of Article 11 . Assignment and Sublease . Commencing on the Relocated Space Commencement Date, Article 11 of the Lease is hereby amended by incorporating the following:

      “Notwithstanding anything contained in this Lease to the contrary, Tenant shall have the right, without Landlord’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market if such transaction includes, directly or indirectly, an assignment of this Lease to an affiliated company pursuant to clause (a) or (b) above, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”). Landlord acknowledges and agrees that neither the foregoing provisions nor any other provision in this Lease shall require Tenant to obtain the consent or provide written notice to Landlord in the event that Tenant is effecting a public offering of Tenant’s shares in a transaction which does not involve the sublet or assignment of this Lease. Any assignment or sublet under the foregoing clauses (a) through (c) shall not be subject to the requirement that Tenant pay to Landlord the sum of two percent (2%) of the gross rental value of the sublet or assignment For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended

to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Article 11 shall be deemed an assignment or transfer that requires Landlord’s prior written consent pursuant to Article 11 above.”

          9. Amendment of Section 16.12 . Reserved Parking . Commencing on the Relocated Space Commencement Date, Section 16.12 of the Lease is hereby deleted in its entirety and shall be of no further force or effect.

          10. Amendment of Section 16.13 . Option to Terminate . Section 16.13 of the Lease is hereby deleted and the following is substituted in lieu thereof:

      “Provided that (a) at least 80% of the capital stock and/or all or substantially all of the assets of Tenant are acquired by a third party that is not presently an Affiliate (as defined below) of Tenant and Tenant notifies Landlord in writing of such acquisition by said third party at least thirty (30) days after the closing of such acquisition, (b) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, (c) the forty-eighth (48*) month of the initial Lease Term has not elapsed, and (d) Tenant is not in Default hereunder, Tenant shall have the right to terminate this Lease effective at the end of the twelfth (12 ^th ) month after Tenant timely notifies Landlord in writing of its intention to terminate the Lease (the “Termination Date”). Such right shall be exercised by (i) Tenant’s giving written notice to Landlord of its intention to terminate at least twelve (12) months prior to the effective date of such termination (“Tenant’s Notice”), and (ii) Tenant’s payment to Landlord of an amount equal to the sum of One Million Eight Hundred Seven Thousand, One Hundred Seventy Dollars and Twenty-five Cents ($ 1,807,170.25) plus the Minimum Annual Rent and Additional Rent for the Leased Premises and any expansion thereto for the period of time from the day immediately after the Termination Date through the end of the sixtieth (60 ^th ) month of the initial Lease Term (the “Termination Payment”). A portion of the Termination Payment consisting of One Million Dollars ($1,000,000.00) (the “Initial Payment”) shall accompany Tenant’s Notice and Tenant shall pay the remainder of the Termination Payment (the “Remainder Payment”) to Landlord thirty (30) days prior to the Termination Date. Such payment is made in consideration for Landlord’s grant of this option to terminate, to compensate Landlord for rental and other concessions given to Tenant, and for other good and valuable consideration. The Termination Payment shall not in any manner affect Tenant’s obligations to pay Minimum Annual Rent and Additional Rent or to perform its obligations under the Lease up to and including the Termination Date. Failure to timely and properly exercise this option shall forever waive and extinguish it. If such option is validly exercised, then upon the Termination Date, Tenant shall surrender the Leased Premises to Landlord in accordance with the terms of this Lease and each party shall be released from further liability hereunder, provided, however, that such termination shall not affect any right or obligation arising prior to termination or which survives termination of the Lease. Notwithstanding anything contained in this Lease to the contrary, if Tenant exercises its Refusal Option (defined below) prior to the Termination Date and Tenant exercises its option to terminate, the Initial Payment shall be paid to Landlord in the manner and in the amount described above and the Remainder Payment shall be paid in the manner described above except that the Termination Payment shall be comprised of the sum of One Million Eight Hundred Seven Thousand, One Hundred Seventy Dollars and Twenty-five Cents ($1,807,170.25), plus (i) nine (9) months of Base Rent for the Refusal Space at the rate of $ 21.00 per square foot, (ii) nine (9) months of Additional Rent for the Refusal Space, (iii) the unamortized portion of Landlord’s costs resulting from Tenant’s exercise of its Refusal Option which costs shall include, but not be limited to, the costs of unamortized tenant improvements and leasing commissions paid by Landlord to the brokers identified in paragraph 13 of this Amendment, and (iv) the amount of the Minimum Annual Rent and Additional Rent for the Leased Premises and the Refusal Space for the period of time from the day immediately after the Termination Date through the end of the sixtieth (60*) month of the initial Lease Term. If Tenant does not pay either the Initial Payment or the Remainder Payment when due, Landlord shall have the option to: (i) declare a default and draw upon the New Letter of Credit up to the full amount of the New Letter of Credit and exercise any and all of its default remedies available under the Lease, including but not limited to Section 13.02, for any amounts due to Landlord in excess of the amount of the New Letter of Credit, or (ii) terminate this option, which right shall be forever waived and extinguished, and the Lease (including this Amendment) shall remain in full force and effect; provided, however, that if Landlord exercises its right in this clause (ii) that Tenant shall be credited with the amount of the Initial Payment, if any, actually paid..

      For purposes of this Section 16.13 and Section 16.15, the term Affiliate shall mean a corporation, company, partnership, joint venture or other entity which directly or indirectly controls, is controlled by or under common control with Tenant (or bona fide offeror as used in Section 16.15 below). For the purposes of this Section 16.13 only, “control” shall mean (A) the direct or indirect ownership or control of fifty percent (50%) or more of (i) the stock (or other securities or voting rights) having the right to vote for directors or other governing authority thereof or (ii) any other form ownership interests if not a corporation or (B) the ability to otherwise control the management thereof or (C) in any country where the local law shall not permit foreign equity participation of fifty percent (50%) or more, then the direct or indirect ownership or control of the maximum percentage of such outstanding stock or voting rights permitted by local law.

          11. Amendment of Section 16.14 . Temporary Space . The first sentence of Section 16.14 of the Lease, as incorporated by Paragraph 2 of the Second Amendment of Amended and Restated Office Lease, is hereby amended to change “February 28, 2006” to be “the day prior to the Relocated Space Commencement Date”.

          12. Amendment of Article 16 . Article 16 of the Lease is hereby amended by adding the following additional sections:

      “ Section 16.15 . On-going Right of First Refusal .

      (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first refusal (“Refusal Option”) to lease an additional 10,000 square feet of space on the third (3 ^rd ) floor of the Building located contiguous to the Leased Premises as shown crosshatched on the attached Exhibit I (“Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have eight (8) business days after Tenant receives Landlord’s Notice in which to notify Landlord