FIFTH AMENDMENT TO LEASE

Exhibit 10.8.2

FIFTH AMENDMENT TO LEASE

This Fifth Amendment to Lease (this “Amendment") is made as of the _ day of May, 2013 by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust ("Landlord") and DIGITALGLOBE, INC., a Delaware corporation ("Tenant"),

WITNESSETH:

WHEREAS, K/B FUND IV ("Original Landlord") and Tenant entered into that certain Office Lease dated March 19, 2004 and that certain First Amendment to Office Lease dated September 10, 2004 (collectively, the "Original Lease") for the lease of certain premises (the "Premises") known as Suite 260 and located in a portion of the building (the "Building”) located at 0000 Xxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, as more particularly described in the Original Lease; and

WHEREAS, Landlord succeeded to the interest of Original Landlord under the Original Lease and with Tenant entered into another First Amendment to Lease datcd April 18, 2005, another First Amendment to Lease dated October 14, 2011 ("2011 Amendment") and a Fourth Amendment to Lease dated May _, 2013 (the Original Lease as so amended being hereinafter referred to as the "Lease"); and

WHEREAS, Landlord and Tenant are confirming adjustments to the Lease as contemplated by Sections 2 and 8 of the 2011 Amendment and confirming the Conversion Date;

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the mutual receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree that the Lease is hereby amended retroactively as of the Conversion Date, as follows:

1. Capitalized terms not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Lease.

2. The Rentable Area of Office Space expanded to include 23,461 square feet of Office Space converted by Tenant from Storage Space (the "Conversion Space"), such that the Rentable Area shall be 177,449 square feet of office space, substantially as shown cross-hatched or outlined on Exhibit B attached hereto, and 7,817 square feet of storage space, substantially as shown cross-hatched or outlined on Exhibit B-2 attached hereto for a total of 185,266 square feet.

3. The "Conversion Date" was March 1, 2012.

4. With respect to the portion of the Lease Term commencing on the Conversion Date, Base Annual Rent for Office Space shall be as follows:

Dates		PSF of Rentable Area of Office Space per annum			Base Annual Rent			Monthly Installments
Conversion Date – 8/31/12		$	11.00		$	1,951,939.00		$	162,661.58

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Dates		PSF of Rentable Area of Office Space per annum			Base Annual Rent			Monthly Installments
9/01/12-8/31/13		$	11.50		$	2,040,663.50		$	170,055.29
9/01/13-8/31/14		$	12.00		$	2,129,388.00		$	177,449.00
9/01/14-8/31/15		$	12.50		$	2,218,112.50		$	184,842.71

5. With respect to the portion of the Lease Term commencing on the Conversion Date, Base Annual Rent for Storage Space shall be as follows:

Dates		PSF of Rentable Area of Storage Space per annum			Base Annual Rent			Monthly Installments
Conversion Date-8/31/12		$	2.25		$	17,588.25		$	1,465.69
9/01/12-8/31/13		$	2.32		$	18,135.44		$	1,511.29
9/01/13-8/31/14		$	2.39		$	18,682.63		$	1,556.89
9/01/14-8/31/15		$	2.46		$	19,229.82		$	1,602.49

6. With respect to the  portion of the Lease Term commencing on the  Conversion Date, Tenant’s Proportionate Share  of Operating  Costs for Office Space, as set forth in Section 4(a)  of the Lease,  shall be  32.43%.

7. The  parties acknowledge that the adjustments made  herein are those contemplated by  Sections  2 and 8 of the 2011 Amendment.

8. As amended hereby, the Lease is hereby ratified and confirmed.

3

IN WITNESS WHEREOF, the parties hereunto have executed this Amendment as of the date first written above.

	LANDLORD:
	HUB PROPERTIES TRUST
	By:
		Xxxxx X.  Xxxxxx
		Senior Vice President
	TENANT:
	DIGITALGLOBE, INC.
	By:	/s/ Xxxx Xxxx 8 May 13
		Xxxx Xxxx
		Interim CIO