SIXTH AMENDMENT TO LEASE

Exhibit 10.23

SIXTH AMENDMENT TO LEASE

TIDS SIXTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of February 4, 2013, by and between XX XXXXXXXX 405, LLC, a Delaware limited liability company (“Landlord”), and MARKET LEADER, INC., a Washington corporation (“Tenant”).

RECITALS

A. Landlord (as successor in interest to MEPT Xxxxxxxx Office II LLC, a Delaware limited liability company, as successor in interest to Multi-Employer Property Trust, a trust organized under 12 C.P.R. Section 9.18) and Tenant (formerly known as HouseValues, Inc., a Washington corporation) are parties to that certain Lease dated November 1, 2004 (the “Original Lease”), which Original Lease has been previously amended by that certain First Amendment to Lease dated as of May 26, 2005, that certain Second Amendment to Lease dated as of October 14, 2005, that certain Third Amendment to Lease dated as of March 1, 2009 (the “Third Amendment”), that certain Fourth Amendment to Lease dated as of May 26, 2009 (the “Fourth Amendment”) and that certain Fifth Amendment to Lease dated as of November 9, 2012 (collectively, the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 28,941 rentable square feet (the “Premises”) located on the first floor and the second floors of the building located at 00000 XX 000xx Xxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the “Building”), commonly known as Building A-2. The Building is a part of the project commonly known as Kirkland 405 Corporate Center.

B. The Lease by its terms shall expire on June 30, 2013 (“Prior Termination Date”), and the parties desire to extend the Lease Term, all on the following terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Extension. The Lease Term is hereby extended for a period of two (2) months and shall expire on August 31, 2013 (“Second Extended Termination Date”), unless sooner terminated in accordance with the terms of the Lease. That portion of the Lease Term commencing the day immediately following the Prior Termination Date (“Second Extension Date”) and ending on the Second Extended Termination Date shall be referred to herein as the “Second Extended Term”.

2. Base Rent. As of the Second Extension Date, the schedule of Base Rent payable with respect to the Premises during the Second Extended Term is the following:

Period		Rentable Square Footage				Monthly Base Rent
7/1113-8/31/13			28,941			$	46,505.72

All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease, as amended hereby.

3. Additional Security Deposit. No additional Security Deposit shall be required in connection with this Amendment.

4. Additional Rent. For the period commencing with the Second Extension Date and ending on the Second Extended Termination Date, Tenant shall pay all Additional Rent payable under the Lease, including Tenant’s Pro Rata Share of Operating Costs applicable to the Premises, in accordance with the terms of the Lease, as amended hereby.

5. Improvements to Premises.

5.1 Condition of Premises. Tenant is in possession of the Premises and accepts the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Amendment.

5.2 Responsibility for Improvements to Premises. Any construction, alterations or improvements to the Premises shall be performed by Tenant at its sole cost and expense using contractors selected by Tenant and approved by Landlord and shall be governed in all respects by the terms of the Lease, as amended hereby.

6. Deletions. Section 2.4 (Termination Right), Section 2.5 (Right of First Offer), Section 2.6 (Right of First Refusal) and Section 2.7 (Option to Extend) of the Original Lease and Section 12 (Renewal Option) of the Third Amendment and Section 4 of the Fourth Amendment are deleted in their entireties and of no further force and effect.

7. Miscellaneous.

7.1 This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.

7.2 Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control. The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.

7.3 Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.

7.4 Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord and its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment.

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7.5 Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, and Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time during the Second Extended Term, an Event of Default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have entered into and executed this Amendment as of the date first written above.

LANDLORD:						TENANT:
XX XXXXXXXX 405, LLC,						MARKET LEADER, INC.,
a Delaware limited liability company						a Washington corporation
By:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx X. Xxxxx				Name:		Xxxxxx Xxxxxxxx
Title:		Authorized Signatory				Title:		CFO

[NOTARY PAGE FOLLOWS]

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LANDLORD ACKNOWLEDGEMENT

Comm. of mA		)
		)
COUNTY OF SUFFOLK		)ss:

On FEB. 26, 2013, before me, XXXXX X. XXXXX, Notary Public, personally appeared XXXXXX X. XXXXX, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

						/s/ Xxxxx X. Xxxxx
						Notary Public

TENANT ACKNOWLEDGEMENT

STATE OF WASHINGTON		)
		)        ss.
COUNTY OF KING		)

I certify that I know or have satisfactory evidence that XXXXXX XXXXXXXX is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the CFO of MARKET LEADER, INC., a Washington corporation to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated: FEBRUARY 15, 2013						/s/ Xxxxx Xxxxxx
(Seal or stamp)						(Signature)
						NOTARY PUBLIC
						Title
						My appointment expires FEBRUARY 19, 2016

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