10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2014

Commission file number 001-36088

Covisint Corporation

(Exact name of registrant as specified in its charter)

MICHIGAN (State or other jurisdiction of incorporation or organization) 26-2318591 (I.R.S. Employer Identification Number)

One Campus Martius, Suite 700, Detroit, Michigan 48226-5099

(Address of registrant’s principal executive offices, including zip code)

Registrant's telephone number, including area code: (313) 961-4100

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.          Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).             Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer  o
Non-accelerated filer    x	(Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 30, 2013, was $96,056,352.07, based upon the closing sales price of the common stock on that date of $12.83 as reported on The NASDAQ Global Select Market. For purposes of this computation, all executive officers, directors and 10% beneficial owners of the registrant are assumed to be affiliates. Such determination should not be deemed an admission that such officers, directors and beneficial owners are, in fact, affiliates of the registrant.

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date:

As of May 30, 2014, there were outstanding 37,490,500 shares of Common Stock, no par value, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant's 2014 Annual Meeting of Shareholders (the “Proxy Statement”) filed pursuant to Regulation 14A are incorporated by reference in Part III.

Covisint Corporation

Form 10-K

Table of Contents

	Page
PART I.
Item 1. Business	2
Item 1A. Risk Factors	8
Item 1B. Unresolved Staff Comments	28
Item 2. Properties	28
Item 3. Legal Proceedings	28
Item 4. Mine Safety Disclosures	28
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters	28
Item 6. Selected Financial Data and Non-GAAP Financial Measures	29
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A. Quantitative and Qualitative Disclosure About Market Risk	45
Item 8. Financial Statements and Supplementary Data	46
Item 9. Changes in Disagreements with Accountants on Accounting and Financial Disclosure	68
Item 9A. Controls and Procedures	68
Item 9B. Other Information	69
Part III.
Item 10. Directors, Executive Officers and Corporate Governance	69
Item 11. Executive Compensation	69
Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters	69
Item 13. Certain Relationships and Related Transactions, and Director Independence	69
Item 14. Principal Accountant Fees and Services	69
Part IV.
Item 15. Exhibits and Financial Statement Schedules	69
	71

PART I

ITEM 1. BUSINESS

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates, and projections as of the date of this filing. Actual results may differ materially from those expressed in forward-looking statements. See Item 1A of Part I-“Risk Factors.”

Covisint Corporation was incorporated in April 2008 in the State of Michigan. Our principal corporate offices are located in Detroit, Michigan. We completed our initial public offering in October 2013, and our common stock is listed on the Nasdaq Global Select Market under the symbol “COVS.”

Company Overview

Covisint provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs. We have been recognized as a leader in the emerging cloud engagement market due to our market share, technical capabilities and history of successful deployments.

Our cloud engagement platform is offered as a service, commonly referred to as Platform-as-a-Service (PaaS), and combines robust, cloud-based identity management, portal, data exchange, integration and application development capabilities. Our platform integrates with on-premise and hosted enterprise systems, as well as other cloud-based data sources, and can be deployed quickly, scaled to millions of users, and configured to address our customers’ specific organizational requirements, including workflows, content and branding.

We deliver our platform through industry-specific solutions that address external mission-critical business processes common to companies across our target industries. To date, we have focused our solutions on the global automotive, healthcare and energy industries, in which the secure sharing of complex and distributed data is of particular importance. We are actively working to expand our platform to a wide range of industries which we believe have a significant opportunity to leverage our platform to enable external mission-critical business processes and to improve collaboration with external parties such as customers, business partners and suppliers.

Our Solution

Our comprehensive and integrated cloud platform consists of a suite of cloud-based technologies for creating highly-secure solutions that streamline and automate external mission-critical business processes between our customers and their key external constituents. Our solutions are typically deployed to enable the exchange of and access to critical information.

We market industry solutions that we believe address the most significant external challenges for organizations in a wide range of industries. Our solutions are designed for large, global organizations with complex external business relationships and highly-secure external business processes. These solutions are highly-scalable and flexible to meet the specific needs of our customers, including workflow, content and branding. The key benefits of our solutions for our customers include:

• Secure access to critical information. Our platform provides simple, secure access to mission-critical information and applications at the moment of engagement through a common, branded interface; enabling secure, reliable communication and collaboration with key external audiences including customers, business partners and suppliers. Our cloud identity services layer enables organizations to simply and securely manage user identities across virtually any combination of customers, business partners, suppliers, external systems, cloud services and end-user groups. Our technology provides organizations with a centralized identity and access management platform for managing access to organizational information and applications for external constituents through a single, secure identity.

• Comprehensive data integration. Our platform integrates with our customers’ existing enterprise systems, as well as with the systems and business processes of their customers, business partners, suppliers and other third parties, to provide a unified source of critical information.

• Speed and agility. Our platform enables the rapid creation and deployment of new mission-critical business processes that can be configured to meet customer and industry-specific business requirements in order to support the development of timely new business models.

• Mission-critical scalability and reliability. Our platform provides a high degree of scalability to support large transaction volumes, while maintaining the highest levels of performance and uptime required to support mission-critical processes.

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• Compliance. Our platform assists our customers with meeting regulatory compliance obligations governing access to, and sharing of, private and confidential information.

Our Growth Strategies

Our key growth strategies include:

• Continued innovation and enhancement of our platform. We believe the comprehensive nature of our platform provides us with significant competitive advantages, particularly as it relates to addressing the unique security, identity and access management, data exchange and compliance needs of large scale external engagement models. We intend to continue investing in research and development to expand the functionality and capabilities of our platform, particularly in mobility and our AppCloud^® solution developer community, and to develop additional industry vertical solutions that will create new entry points with customers. We may also pursue acquisitions of complementary businesses or technologies to accelerate these initiatives.

• Expand within our current customer base. We believe there is a significant opportunity to expand the adoption of our platform within our current customer base by selling additional business solutions and expanding usage of already-deployed solutions. As our core customers derive value from our platform, they are able to expand their use of our platform from a single business initiative within a specific business unit or geography to new business initiatives. We intend to leverage our high customer satisfaction rates to increase the use of our already-deployed solutions to these customers and to cross-sell new solutions addressing additional external business relationships.

• Acquire new customers. We believe most organizations use inadequate technology to engage with external audiences and that there is rapidly growing awareness of the benefits of cloud deployment models. We intend to capitalize on these trends and expand our customer base by leveraging our established position in our existing markets, hiring additional sales and marketing personnel and by developing and expanding strategic relationships with strategic partners. Our platform is global and is currently used to support the international operations of customers. We intend to continually grow our sales internationally by expanding our direct sales force and strategic alliances outside our principal geographic markets.

• Penetrate new vertical markets. While to date we have focused our efforts on the automotive, healthcare and energy markets, we believe our comprehensive technology platform is applicable to a wide range of industries that face similar business challenges in engaging externally. Our expansion into the healthcare vertical, beginning in 2006, and our more recent initial success in the energy vertical demonstrate our ability to apply our technology to and develop industry-specific solutions for organizations in new verticals. We intend to leverage our core platform technology along with our experience and proven customer success within our principal markets to enter into new vertical markets, such as financial services and the public sector, that have similar characteristics and business challenges.

• Expand channels and strategic alliances. We are developing strategic alliances that we believe will improve our access to and ability to support new vertical and geographic markets and prospective customers. We intend to invest in developing and expanding strategic alliances with resellers, managed services providers, telecommunication service providers, systems integrators and independent software vendors in order to complement our direct selling efforts and extend our market reach.

Our Cloud Engagement Platform

The Covisint platform is a robust, highly-scalable set of technology services. The platform has been successfully deployed for over 11 years and provides a secure framework for delivering solutions and applications that streamline and automate external mission-critical business processes. We deliver our platform through industry-specific solutions that address certain external mission-critical business processes involving customers, business partners, and suppliers and can be further configured to address our customers’ specific business requirements. Our platform fills the need for external collaboration and information sharing solutions with the highest level of security and scalability.

Key Technologies of the Platform

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Cloud Identity Services

Our cloud identity services layer enables organizations to simply and securely manage user identities across virtually any combination of customers, business partners, suppliers, external systems, cloud services, and end-user groups. Our technology provides organizations with a centralized identity and access management platform for managing access to organizational information and applications for external constituents through a single, secure identity. Our cloud identity services framework is comprised of the following components:

Authentication services: Authenticates external users and confirms identity prior to granting access to systems, and allows organizations to easily conform to existing and future regulations, such as the requirement for strong authentication for access to personal healthcare records;

Identity provider: Automates and manages a user’s identity, including invitation, registration and approval, and suspends and removes identities once the user is no longer engaged with an organization; and

Identity broker: Provides organizations with a single point of contact to share identities transmitted from and to customers, business partners and suppliers, thus significantly simplifying the task of creating an identity network.

Cloud Data Exchange Services

Our cloud data exchange services allow organizations to securely and reliably integrate data sources and exchange information between customers, business partners and suppliers. This functionality allows for data standardization through translation services, delivering data in an acceptable format for business initiatives. Our cloud data exchange services layer is comprised of the following components and features:

Full enterprise-service bus;

Standardization, routing, and delivery of data;

Global protocol support;

Workflow orchestration;

Archiving and retrieval;

Community management; and

Publishing and subscriptions.

Cloud Portal Services

Our cloud portal services provide a secure user interface framework for enabling simple, integrated end-user access to relevant information and applications that may come from a variety of different sources. This framework consists of:

Personalized user experience and engagement;

Context-based aggregation of information;

Mobility framework;

Mission-critical content management;

Collaborative tooling;

Usage analytics;

Secure exchange of files;

Enhanced search;

Web chat; and

Integration with social networks using OpenSocial compatibility specifications.

AppCloud^®

Our AppCloud^® is a flexible, easy-to-use cloud-based platform providing quick, single sign-on access to approved third-party applications and application program interfaces (APIs) through a developer community. Our AppCloud^® delivers secure, simplified end-user access to relevant applications, and allows customers and other third parties to develop their own applications on our platform. The key capabilities of our AppCloud^® include:

Open API framework;

Third-party applications across vertical industries;

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Application developer community;

Customer applications; and

Storefront for extended value.

Customers

Our customers include large, globally distributed organizations and mid-sized organizations with complex external business relationships, as well as the participants in their business relationships. While we have over 3,000 customers, we have approximately 150 core platform customers, representing 93%, 93% and 91% of our total revenue for the years ended March 31, 2014, 2013 and 2012. Our core platform customers include large, globally distributed organizations in the automotive, energy, travel, life sciences, consumer goods and financial services industries, as well as national and regional insurance companies, health systems and hospitals in the U.S. healthcare industry. Our remaining customers include a variety of organizations that pay us a relatively nominal fee to either connect to one of our core platform customers or use one of our industry-specific solutions.

The automotive industry accounted for 47%, 56% and 57% of our total revenue for the years ended March 31, 2014, 2013 and 2012, respectively. The healthcare industry accounted for 34%, 31% and 32% of our total revenue for the years ended March 31, 2014, 2013 and 2012, respectively. Our remaining revenue resides in the enterprise business unit that services the energy, financial services, travel, life sciences, consumer goods and other non-automotive or healthcare industries. Our enterprise business unit has increased in revenue and as a percentage of our total revenue. Revenue from outside of the U.S. accounted for 14%, 15% and 14% of our total revenue for the years ended March 31, 2014, 2013 and 2012, respectively. We intend to continue expanding our business into additional vertical markets and geographies and expect our revenue to diversify accordingly.

For the year ended March 31, 2014, the two customers providing over 10% of our revenue were General Motors Company and AT&T. Our relationship with General Motors consists of multiple, separate business initiatives for different business segments within General Motors, including supply chain, marketing and OnStar. AT&T is a reseller of our platform to its customers in the healthcare industry. Losing all or a significant portion of our business with General Motors or AT&T could have a material impact on our business, liquidity and results of operations. See “Risk Factors-We derive a significant percentage of our total revenue from our largest customer, General Motors Company, as well as our ten largest customers” in Item 1A of this report.

Services

We offer enabling services that include implementation, solution deployment and on-boarding. Implementation services typically consist of user migration, content migration, branding and configuration to support customer-specific workflows. Our services engagements typically occur in phases and can vary from a few weeks to several months depending on the scope and complexity of the solution. Our customers may choose to do much of this work in-house, through a third party or with Covisint. We currently subcontract, and expect to continue to subcontract, portions of our consulting engagements to our third-party implementation partners. We are actively building a network of third-party services organizations that serve as Covisint resellers, sub-contractors or referrals. We support our customers and partners as they implement solutions independently using API and our Developer Portal.

Sales and Marketing

We sell our platform through our global direct sales team and strategic partners. Our direct sales team includes field sales and solution engineering personnel. Sales personnel are organized by verticals, which currently include the automotive, healthcare, energy and enterprise sectors. Sales personnel within each vertical are further divided into geographic regions across North America, Asia and Europe.

We anticipate expanding our relationships with value-added resellers and other organizations as we launch our strategic channels and alliances program and enter additional international markets and new verticals.

Our marketing and lead generation activities consist primarily of targeted industry and technology demand generation programs and events, customer referrals, digital advertising, webinars and press relations. We target cloud decision makers, business executives, technology professionals, quality and performance managers, clinicians, physicians and senior business leaders.

Customer Support

Our customer support services are available 24x7x365 globally and include live-agent telephonic support as well as web-based and self-help options. Our customer support team is staffed by highly-skilled and experienced personnel who receive extensive training on the deployment and maintenance of our services and on the operation of our data centers. A standard deployment includes level-two support. Customers may contract for optional level-one support services to augment our standard

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support offering, which entitles them to single point of contact, issue resolution and escalation services and more stringent service level agreements.

Technology and Operations

Covisint’s cloud-based platform is designed to support mission-critical business processes of large organizations. Our platform is highly-scalable and designed to process millions of transactions, manage terabytes of data, and provide access for millions of users every day. Our platform is enterprise-grade, continuously available across the globe and addresses our customers’ most demanding uptime requirements.

The core platform is written in Java and is optimized for usability and performance. We also leverage Web 2.0 technologies like AJAX, HTML and HTML5, and security standards like OAuth and SAML. To expand the value of our platform, we have developed our software development kit including a broad set of APIs that enable our strategic partners and customers to use our AppCloud^® service to develop custom applications and integrations. Our solutions often combine proprietary and open source technologies. Open source technology reduces the overall cost to our customers and allows us to bring innovations and enhancements to market in a more expedient and efficient manner.

We operate both multi-instance and multi-tenant architectures depending on our customers’ need for dedicated applications and databases. Most Covisint solutions are hosted on a shared infrastructure although some enterprises and healthcare organizations request dedicated servers. Our platform is provided as a public cloud, private cloud or a hybrid approach. Customers and third parties can customize the platform to meet their specific branding and user experience requirements through our proprietary or integrated technologies.

We work with Century Link, Inc. (formerly Savvis) to host our enterprise-class hardware. We currently utilize facilities located in Chicago, Detroit, Tokyo, Frankfurt and Shanghai. This allows us to ensure reliability, redundancy and performance for all our customer solutions. In addition to our Century Link relationship and international facilities, we maintain and operate a disaster recovery facility in our Detroit, Michigan headquarters.

Research and Development

Our engineering efforts support product development on our cloud-based platform. We work closely with our customers to continually improve and enhance our platform and develop new products and features. We emphasize collaboration with customers throughout all areas of our organization in the development process. By leveraging the cloud architecture of our platform, we are able to deploy new features and functions across our entire customer community. This allows us to rapidly react to customer support issues, new compliance regulations and customer feature and functionality requests. We plan to continue investing in enhancing our platform and expect the fiscal 2015 research and development expenditures to be approximately $14.5 million.

Our Competition

We sell our platform in an extremely competitive environment characterized by rapid technological change, shifting customer needs and frequent introductions of new solutions and services and we expect to face additional competition in the future. We believe that the key competitive factors in our market include:

Security;

Scalability;

Speed of implementation;

Ability to enable users to maintain regulatory compliance;

Ease of implementation into various data sources;

Strength and stability of infrastructure;

Comprehensiveness of platform features and functionality;

Ability to meet customer service level requirements; and

Price.

The overall market for enterprise cloud-based platforms and solutions is emerging. While our primary competition currently comes from internal IT groups and established systems integrators, we expect that the competitive landscape will change as the market evolves and cloud computing is more broadly adopted. We believe that our competition fits into the following categories:

Systems integrators, such as International Business Machines Corporation (IBM), Hewlett-Packard and Dell;

Cloud-based platform vendors, such as Salesforce.com and Microsoft Azure;

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Business-to-business integration and data exchange vendors, such as GXS and Sterling Commerce, a division of IBM; and

Internally developed solutions.

Our competition, including system integrators and internal IT groups, often subscribe to or license other cloud-based platforms and third-party solutions to solve their customers’ specific business problems. Certain cloud-based platform vendors also offer development resources and consulting services that allow them to customize their platform to the customer’s requirements. To a lesser extent, systems integrators and internal IT groups will develop a cloud-based platform comparable to ours. In all cases, we believe these offerings require customization to leverage prior technology investments, solve the specific business problem and generate a competitive advantage for the customer.

In contrast, our platform is pre-built with vertical-specific data types, identity frameworks and workflows that minimize the need for customization, speed time to market and generate comparable competitive advantage. In addition, we continuously update our platform as innovation and new regulations increase or alter data types, technology standards or role-based identity requirements. While we are able to leverage these investments across our customer base, internal IT groups and system integrators that develop custom platforms may be challenged with building cost-effective solutions that compete favorably over time.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We manage ownership of and access to our proprietary technology by requiring the execution of confidentiality and invention assignment agreements by our employees, contractors and consultants, and confidentiality agreements with third parties. We also rely on a combination of trade secret, copyright, trademark, trade dress and domain name protections to maintain our intellectual property rights.

We hold a patent in the U.S. on our core technology, in the context of an industry-wide business-to-business exchange. This patent will expire in 2028. In addition, we pursue the registration of our domain names, trademarks and service marks in the United States and in certain locations outside the United States.

Circumstances outside our control could pose a threat to our intellectual property rights. Effective intellectual property protection may not be available in the United States or other countries in which our solutions are distributed. In addition, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any impairment of our intellectual property rights could harm our business or our ability to compete and harm our operating results. See “Risk Factors-We may not be able to adequately protect our intellectual property rights and efforts to protect them may be costly and may substantially harm our business” in Item 1A of this report.

Employees

As of March 31, 2014, we had 631 full-time employees, including 342 in services and ongoing support, 120 in research and development, 123 in sales and marketing and 46 in administrative and general roles. None of our employees is represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Legal Proceedings

At this time we are not involved in any litigation. We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows or financial position.

Facilities

We maintain our principal offices and a backup data center in Detroit, Michigan. Effective April 1, 2014, we signed a one year lease with Compuware Corporation for 62,922 square feet of space at One Campus Martius, Suite 700, Detroit, Michigan ending in March 31, 2015. We maintain additional offices in Frankfurt, Germany, under license from Compuware, and, effective May 1, 2014, lease a facility in Shanghai, China. Pursuant to third-party hosting agreements, we also have access to facilities in Chicago, Illinois and Tokyo, Japan.

We believe that our existing facilities and offices are adequate to meet our current requirements and that suitable additional or substitute space will be available as needed to accommodate expansion of our operations.

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Backlog

We consider our backlog balance to be future years of contractually committed arrangements, of which only the billed amounts are included in deferred revenue. As of March 31, 2014 and 2013, our backlog balance was $94.2 million and $116.6 million, respectively, of which $27.8 million and $35.2 million, respectively, was billed and included in deferred revenue. Of the March 31, 2014 backlog, approximately $50.9 million is not expected to be recognized in fiscal 2015.

Executive Officers of the Registrant

The following tables set forth certain information regarding our Executive Officers as of May 30, 2014:

Name	Age	Position
Samuel M. Inman, III	63	President, Chief Executive Officer, and Director
Enrico Digirolamo	59	Chief Financial Officer
Steven R. Asam	40	Senior Vice President, Delivery, Operations and Engineering
Michael K. Keddington	54	Senior Vice President of Worldwide Sales

Samuel M. Inman, III. Mr. Inman has served as a director of Covisint since January, 2014, and as Interim President and Chief Executive Officer of Covisint since March 2014. Effective May 22, 2014, Mr. Inman became the permanent President and Chief Executive Officer of Covisint. From April 2011 to May 22, 2014, Mr. Inman served as an independent consultant providing advice to the management and boards of directors of technology companies.  From April 2008 through April 2011, Mr. Inman was President and CEO of Comarco Wireless Technologies, Inc. a technology company with extensive intellectual property for power adapter products.  Mr. Inman has extensive experience in the management of technology companies including being CEO of Viking Components, Inc. and Centura Software Corporation.  Mr. Inman has been a director of Comarco Wireless Technologies, Inc. (CMRO); Centura Software Corporation (CNTR); and Objectshare, Inc. (OBJS).

Enrico Digirolamo. Mr. Digirolamo has served as Chief Financial Officer since July 2013. From 2010 until July 2013, he served as Senior Vice President – Sales & Marketing and Finance at Allstate Insurance. Mr. Digirolamo served as the Chief Financial Officer and Vice President of General Motors Europe AG from 2008 to 2010. Mr. Digirolamo also served as the Chief Financial Officer and acting Chief Executive Officer of Covisint LLC (our predecessor) at the time of its formation. He currently serves on the board of directors of Metromedia International Group LLC, a privately held owner of interests in communications and media businesses operating in the Republic of Georgia. Mr. Digirolamo has served as a member of the GM European Strategy Board, Opel Supervisory Board and the board of directors of Saab Automobile, GM Russia and Allstate New Jersey. Mr. Digirolamo has a Bachelor of Science degree in mathematics and accounting from Central Michigan University, a Master of Business Administration from Eastern Michigan University and has completed the International Executive Program at the International Institute for Management Development in Lausanne, Switzerland.

Steven R. Asam.  Mr. Asam has been with Covisint since it was originally founded in 2000. Since 2012, Mr. Asam has served as Covisint’s Senior Vice President of Delivery, Operations and Engineering. In this position, he oversees all research and development of the Covisint platform and vertical specific solutions. In addition, Mr. Asam manages our customer support, implementation, solution deployment, on-boarding and data center operations for all industry sectors. Prior to joining Covisint, Mr. Asam provided technology leadership at Ford Motor Company on several large scale business-to-business and business-to-consumer projects. Mr. Asam earned both his Bachelor of Science degree in computer engineering and Masters of Science degree in computer information systems from the University of Michigan.

Michael K. Keddington. Mr. Keddington has served as Senior Vice President of Worldwide Sales since April 7, 2014. Mr. Keddington was a principal consultant with McDermott & Bull, a retained executive search firm, from June 2013 through April 4, 2014. From August 2011 through April 2013, Mr. Keddington was Chief Executive Officer and a director of Lunera Lighting, Inc., a LED lighting products company. From July 2010 until August 2011, Mr. Keddington was Chief Executive Officer and director of RNA Networks, Inc. a data center infrastructure software company. From April 2008 through June 2010, he was Chief Executive Officer and director of Permlight Products, Inc. Mr. Keddington has extensive experience building and leading sales organizations and driving revenue growth for leading technology firms, including Intel, Sanmina-SCI, Symantec, Gupta Technologies, Pure Software and Oracle.

ITEM 1A. RISK FACTORS

We have a history of losses, we expect to continue to incur losses and we may not achieve or sustain profitability in the future.

We have incurred significant losses in each fiscal year since becoming an operating division within Compuware in 2004, including fiscal 2014. These losses were mainly due to the investments we made, and continue to make, to build our solutions

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and services, grow and maintain our business and acquire customers. Key elements of our growth strategy include acquiring new customers and continuing to innovate and enhance our platform. In addition, we incurred significant legal, accounting and other expenses to become a public company, and we will continue to incur many of these expenses in the future. We will incur significant stock compensation expense during 2015 and 2016 as a result of certain option grants made while we were an operating division of Compuware. Furthermore, to the extent that we are successful in increasing our customer base, we will incur increased expenses, as costs associated with generating and supporting customer agreements are generally incurred up front, while revenue is generally recognized ratably over the term of the agreement. As set forth in more detail below, we cannot predict our revenue growth, and you should not rely upon our revenue growth in fiscal 2012, 2013 and 2014, as indicative of our future performance. Accordingly, we cannot assure you that we will reach profitability in the future or at any specific time in the future or that, if and when we do become profitable, we will sustain profitability. If we are ultimately unable to meet our financial targets to create sufficient revenue to become profitable and have sustainable positive cash flows, investors could lose all or part of their investment.

We derive a significant percentage of our total revenue from the automotive and healthcare industries, two industries undergoing significant change, and our business could be harmed by our inability to predict the direction of the change and/or by any downturn in these industries.

Over 81% of our revenue is generated from the automotive and healthcare industries. These two industries are undergoing a significant transformation with digitalization. While we believe our offering in the automotive sector is unique and compelling, we may not be able to capitalize on the opportunity for a variety of reasons, including the uncertain economic conditions for the automotive sector. Any new negative developments in this industry could reduce the demand for our solutions and increase the collection risk of accounts receivable from these customers.

Over the past five years, digitalization has been forcing significant change within the healthcare industry. The imperatives of the Affordable Care Act will continue to force significant change in the tools used to deliver healthcare related information technology in the future. While we believe our platform provides a stable and scalable platform for the integration of the tools that will be used to deliver the required digitalization in the healthcare industry, we have made investments in building an offering to the healthcare industry which may not prove to be successful in the long run. If we fail to select the tools necessary to meet industry requirements in the future, the demand for our solutions could be reduced. Further, our customers in the healthcare industry may be subject to adverse changes in government regulation, the availability of government funding and reimbursement policies and practices. Any adverse change could reduce the demand for our solutions.

A substantial downturn in either of these industries may cause our customers to reduce their spending on information technology. Customers in these industries may delay or cancel information technology projects, seek to lower their costs by renegotiating vendor contracts, or decrease their usage of our solutions. In addition, the increased pace of consolidation in these industries may result in reduced overall spending on our solutions. Any of these factors could have a material adverse effect on our results of operations.

We derive a significant percentage of our total revenue from our largest customer, General Motors Company, as well as our ten largest customers.

Our revenue from General Motors during fiscal 2014 was $24.9 million or 26% of our total revenue. Our revenue from General Motors decreased in fiscal 2014 as a percentage of our total revenue from 33% in fiscal 2013. We expect revenues generated by sales to General Motors to continue to decrease as a percentage of total revenues as we continue to expand our customer base and implement our growth strategies. Moreover, General Motors has the ability to terminate the contracts we have with it prior to their expiration on six months’ notice. It was reported in July 2012 that General Motors intends to significantly reduce its use of outsourced information technology services over the next three to five years, and General Motors has been building its information technology capabilities to reduce its reliance on outsourced IT services. As a result, we cannot predict how our business with General Motors will be affected by General Motors' continuing efforts to insource its IT services. Losing all or a significant portion of our business with General Motors could have a material impact on our business, liquidity and results of operations.

Our revenue from AT&T during fiscal 2014 was $12.0 million or 12% of our total revenue. AT&T is a reseller of our platform

to its customers in the healthcare industry. We have been verbally informed by AT&T that is has ceased selling our platform to new customers and new projects to existing customers.

In addition, our top ten customers, including those we sold through and invoiced to our strategic partners, may terminate their agreements upon advance written notice to us. The loss of any of these customers would decrease our revenue and adversely affect our operating results.

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Our quarterly operating results have fluctuated in the past and may fluctuate in the future, which could cause declines or volatility in the price of our common stock.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future as a result of a variety of factors which may be outside our control. If our quarterly or annual operating results or guidance fall below the expectations of research analysts or investors, the price of our common stock could decline substantially. The following factors, among others, could cause fluctuations in our quarterly operating results:

Our ability to attract new customers and retain existing customers;

Our ability to accurately forecast revenue and appropriately plan our expenses;

Our ability to expand into new markets, introduce new solutions and integrate them with third-party software and devices;

The actions of our competitors, including consolidation within the industry, pricing changes or the introduction of new services;

Our ability to effectively manage our growth;

Our ability to improve the margin in our services revenue through enhancing the availability of variable resources;

Our ability to successfully manage any future acquisitions of businesses, solutions or technologies;

The timing and cost of developing or acquiring technologies, solutions or businesses;

The timing of revenue recognition for our services;

The timing of revenue recognition for new subscriptions;

The timing, operating costs and capital expenditures related to the operation, maintenance and expansion of our business;

The annual increase in fourth quarter revenue relating to fees from our Physician Quality Reporting System offering;

Service outages or security breaches and any related occurrences which could impact our reputation;

The impact of worldwide economic, industry and market conditions, including disruptions in financial markets and the deterioration of the underlying economic conditions in some countries and those conditions specific to Internet usage and online businesses;

Variable usage by customers with volume-based subscription contracts;

Trade protection measures (such as tariffs and duties) and import or export licensing requirements;

Fluctuations in currency exchange rates;

Costs associated with defending intellectual property infringement and other claims; and

Changes in government regulation affecting our business.

We believe that our quarterly revenue and operating results may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of one quarter as an indication of future performance.

We cannot accurately predict subscription renewal rates and the impact these rates may have on our future revenue and operating results.

Our customers have no obligation to renew their subscriptions for our solution after the expiration of their initial subscription period, which is typically 36 months, and some customers have elected not to renew. In addition, our customers may renew at a lower contract value or renew for shorter contract lengths. We cannot predict our renewal rates as they may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations and spending levels, decreases in usage by our customers, competitive offerings and deteriorating general economic conditions. If our customers do not renew their subscriptions for our solutions or reduce the value of their subscription at the time of renewal, our revenue may grow more slowly than expected or decline, and our results of operations will be adversely affected.

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We may not be able to maintain pricing levels or increase sales to our existing customers or to new customers, which could negatively impact our future revenue and financial results.

A part of our growth strategy is to sell additional solutions to existing customers and to encourage these customers to extend the deployment of previously acquired solutions. If our customers are unsatisfied with, or are unsuccessful at increasing the adoption of, the existing solutions they have purchased from us, or if we are unsuccessful at marketing and selling additional solutions to them, our revenue from these customers may not increase, and may decrease. Our growth strategy also includes selling our solutions to new customers. As we are in the early stages for the adoption of our technology, we may find our current pricing models need to be modified to support the business. If we do not increase our sales to existing customers or to new customers or maintain our pricing levels, our revenue may grow more slowly than expected or decline, and our results of operations will be adversely affected.

Because we recognize revenue from subscriptions over the term of the subscription, downturns or upturns in sales may not be immediately reflected in our operating results.

We generally recognize subscription revenue from customers ratably over the terms of their subscription agreements, which are typically 36 months, although terms can range from one to 60 months or longer. As a result, most of the subscription revenue we report in each quarter is related to subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not be fully reflected in our subscription revenue results for that quarter and will negatively affect our subscription revenue growth rate or subscription revenue in future quarters. As our annual subscription revenue ("ASR") bookings in fiscal 2014 was lower than expected, we anticipate that the growth in our subscription revenue in 2015 will be slower, at least during the first half of 2015. Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional sales in any period, as subscription revenue from new customers is typically subject to multi-month implementation and must be recognized over the applicable subscription term. In addition, despite our efforts to increase our ability to have variable costs for the implementation of our platform, we may be unable to adjust our cost structure to reflect unanticipated changes in revenue.

We have had a material weakness in the past. If we fail to establish and maintain effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, which could adversely affect investor views of us and the value of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. A material weakness is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the audits of our financial statements for the years ended March 31, 2012, 2011, and 2010, we concluded there was a material weakness in the design and operating effectiveness of our internal control over financial reporting.

We implemented changes in our internal control over financial reporting which we believe allowed us to upgrade the material weakness to a significant deficiency as of March 31, 2013. A significant deficiency is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. 

During fiscal 2014, many steps were performed to address the significant deficiency, including the development and implementation of governance and financial policies, improved processes, documented procedures (including a formal, documented financial risk assessment) and hiring additional personnel. Based on the work performed, we believe that the significant deficiency has been remediated as of March 31, 2014.

At this time, we cannot assure you that the measures we have taken will be effective in mitigating or preventing significant deficiencies or material weaknesses in our internal control over financial reporting in the future. If we fail to effectively remediate deficiencies in our control environment or are unable to implement and maintain effective internal control over financial reporting to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or to report them within the timeframes required by law or exchange regulations.

We have not performed an evaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes-Oxley Act, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. Had we performed such an evaluation or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, control deficiencies, including material weaknesses and significant deficiencies, in addition to the control deficiency discussed above, may have been identified. The SEC rules implementing Section 404 of the Sarbanes-Oxley Act do

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not require our management to provide an annual management report on the effectiveness of our internal control over financial reporting until the second annual report after we become a public company. Moreover, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and as such we may elect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until we cease to be an “emerging growth company.” As discussed above, we have in the past identified a material weakness in our internal control over financial reporting, and, although we believe we have remediated the material weakness, we cannot assure you that there will not be other material weaknesses or significant deficiencies in our internal controls in the future. Any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

Economic uncertainties or slowdowns may reduce demand for our solutions, which may have a material adverse effect on our revenue and operating results.

Our revenue and profitability depend on the overall demand for our cloud-based services. We believe that cloud-based services are at the beginning of their adoption cycle. Therefore, we cannot predict how quickly cloud-based services will be adopted by customers. Moreover, we are unable to predict the likely duration and severity of the current adverse economic conditions in the U.S. and other countries, particularly in Europe, but the longer the duration, the greater risks we face in operating our business. Economic uncertainties over the last few years have caused companies to reassess their spending for technology projects. We cannot assure you that current economic conditions, worsening economic conditions or prolonged poor economic conditions will not have a significant adverse impact on the demand for our solutions, and consequently, on our results of operations.

Our sales cycle can be long and unpredictable, particularly with respect to large enterprises. As a result, our sales are difficult to predict and may vary from quarter to quarter, which may cause our operating results to fluctuate significantly.

The timing of our sales is difficult to predict. Due to the nature, scope and complexity of the solutions that we provide, our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform. It may be challenging to find the correct sales approach to foster significant adoption of our platform. Our platform provides solutions to business problems in a distributed environment of customers and partners. The buyers of these solutions may differ in different organizations, with IT professionals being the buyer in some cases and a consultant to the business being the buyer in others. As a result, customers, especially large enterprises, often undertake a prolonged evaluation process, which frequently involves not only our solutions, but also those of our competitors. New sales opportunities may require us to devote significant sales support to individual customers and, thus, to incur substantial costs. In addition, decisions to purchase our solutions are frequently subject to budget constraints, multiple approvals and unplanned administrative, processing and other delays. If sales expected from a specific customer for a particular quarter are not realized in that quarter or at all, our results could fall short of public expectations and our business, operating results and financial condition could be materially adversely affected.

Our solutions are complex and may include multiple dependencies that may cause our customers difficulty in implementing our solutions successfully or prolong the implementation process, which could negatively impact our future revenue and financial results.

Due to the scope and complexity of the solutions that we provide, our implementation cycle can be lengthy and unpredictable. Implementation of our solutions for new customers requires customization and integration with the customer and its partners’ existing computer systems, software programs and databases. This process can be complex, time-consuming and expensive for our customers and can result in delays in implementation and deployment of our solutions. As a result, some of our customers have had, and may in the future have, difficulty implementing our solutions successfully or otherwise achieving the expected benefits of our solutions. Additionally, while a customer may decide to purchase our solutions and services, the customer or its partners may require us to delay the implementation of our solutions due to their scheduling, resource or budgetary constraints.

Delayed or ineffective implementation of our solutions may limit our future sales opportunities, reduce revenue and net income, cause customer dissatisfaction, harm our reputation or cause non-payment issues due to any of the following events:

The withholding of cash payments or cancellation of contracts if we fail to meet our implementation commitments, the customers have financial difficulties or change strategy, or the functionality delivered is not acceptable to the customers or their partners. We are particularly susceptible to this with respect to arrangements where payments are scheduled to occur later in the engagement;

The cancellation or scaling back of one or more of our larger implementation projects which could have a material adverse impact on our reputation and future revenue; or

An inability to recognize subscription and support revenue due to delays in the launch date of the customer’s access to our production environment.

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Competition from current competitors and new market entrants, as well as from internally developed technologies, could adversely affect our ability to sell our solutions and related services.

We sell our platform in an extremely competitive environment characterized by rapid technological change, shifting customer needs and frequent introductions of new products and services. We believe that the key competitive factors in our market include: security, scalability, speed of implementation, ability to enable users to maintain regulatory compliance, features and functionality, ability to meet customer service level requirements and price. If we are less successful at addressing one or more of these factors than our competitors, we may lose market share which could have a material adverse effect on our business, financial condition and operating results.

We compete with a wide range of established companies in a variety of different markets. In certain markets we compete with system integrators, such as IBM, Hewlett-Packard and Dell, cloud-based platform vendors, such as Salesforce.com and Microsoft Azure, and business-to-business integration and data exchange vendors, such as GXS and Sterling Commerce, a division of IBM, all of whom have substantially greater name recognition and resources than we do. Our competition often subscribe to or license other cloud-based platforms and third-party solutions to solve their customers’ specific business problems. Certain cloud-based platform vendors also offer development resources and consulting services that allow them to customize their platform to the customer’s requirements. We face other specialized competitors in our current vertical markets and may face new competitors as we expand into new vertical markets. These competitors may be more efficient and successful in penetrating the market for cloud-based services then we are. We also encounter competition from technologies developed by the in-house information technology departments of our customers and potential customers. If we fail to compete successfully, our operating results and financial condition will be materially adversely affected.

If we fail to penetrate new vertical markets, our business will suffer.

To date, we have concentrated our development efforts primarily in the automotive, healthcare and energy markets. While we anticipate that the substantial majority of our revenue will continue to be derived from these markets for the foreseeable future, we intend to penetrate additional vertical markets. Our success in our existing vertical markets depends on our deep understanding of these industries. In order to penetrate new vertical markets, we will need to develop a similar understanding of those new industries and the associated business challenges faced by participants in them. Developing this level of understanding may require substantial investments of time and resources and we may not be successful. If we fail to penetrate these new vertical markets, our revenue may grow at a slower rate than we anticipate and our financial condition could suffer.

If we do not effectively expand and train our sales force, we may be unable to add new customers or increase sales to our existing customers and our business will be harmed.

While we are actively developing strategic partners to serve as a major aspect of our sales effort, we continue to be substantially dependent on our sales force to obtain new customers and to sell additional solutions to our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. New hires require significant training and, in most cases, take significant time before they achieve full productivity. Our recent hires and planned hires may not become as productive as we expect, and, if they do not, we will need to hire new sales personnel, who will require the same training and time to become effective. Moreover, we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. These individuals may also have difficulty implementing our go-to-market strategy on repeatable, platform-based sales. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in acquiring new customers or increasing sales to our existing customer base, our revenue may grow at a slower rate than we anticipate and our financial condition could suffer.

If we fail to manage our sales and distribution channels effectively or if our partners choose not to market and sell our solutions to their customers, our operating results could be adversely affected.

We derived approximately 6%, 3% and 1% of our revenue for the years ended March 31, 2014, 2013 and 2012, respectively, from sales of our solutions through our strategic partners, and we anticipate that strategic partners will be responsible for an increasing portion of our sales in the future, in particular for any new vertical markets we may pursue. In order to scale our channel program to support growth in our business, it is important that we help our partners enhance their ability to independently sell and deploy our solutions. Accordingly, we have invested and continue to invest in enhancements to our platform to facilitate the sale and implementation of our platform by our partners. Moreover, we are investing significant time and resources into our strategic partners to educate them on the platform to accelerate their ability to become productive in selling our platform. Despite these investments and efforts, we may be unable to successfully expand and improve the effectiveness of our channel sales program.

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We expect that agreements with strategic partners will be generally non-exclusive and that strategic partners may enter into strategic relationships with our competitors or may be competitors themselves. Further, we expect that many strategic partners will have multiple strategic relationships and may not regard us as significant for their businesses. Strategic partners may terminate their respective relationships with us with limited or no notice and with limited or no penalty, pursue other partnerships or relationships, or attempt to develop or acquire technologies or services that compete with our solutions. Strategic partners may also impair our ability to enter into other desirable strategic relationships or sell additional business.

If strategic partners do not effectively market and sell our solutions, if they choose to place greater emphasis on technologies of their own or those offered by our competitors, or if they fail to meet the needs of our customers, our ability to grow our business and sell our solutions may be adversely affected. Similarly, the loss of a substantial number of strategic partners, and our possible inability to replace them, the failure to recruit additional strategic partners, any reduction or delay in their sales of our solutions, or any conflicts between channel sales and our direct sales and marketing activities could materially and adversely affect our results of operations.

We operate in an emerging and evolving market which may lead to period to period variability in our revenue and make it difficult to evaluate our future prospects.

We believe our platform is unique in the marketplace as it flexibly provides the framework to improve business processes involving a user's extended enterprise ranging from customers, suppliers and other stakeholders. However, the markets for our platform are in an early stage of development, and it is uncertain how rapidly these markets will develop. Even if they do develop, it is not certain the subscription software and solutions provided by our platform will achieve and sustain high levels of demand and acceptance. Because our platform has a significant number of applications across many industries, our ability to grow revenue will be dependent upon our ability to determine which industries are most likely to be ready to utilize our technologies to solve their business issues. If we do not select wisely, we may incur costs and lose the opportunities to formalize our position in the marketplace.

If companies do not perceive or value the benefits of our solutions, or if companies are unwilling to accept our platform as an alternative to the traditional approach to solving business process problems in their extended enterprise, the market for our platform might not continue to develop or might develop more slowly than we expect, either of which would significantly affect our revenue and growth prospects.

We provide service level commitments to our customers, and our failure to meet the stated service levels could significantly harm our financial results and our reputation.

Our customer agreements provide that we maintain certain service level commitments to our customers relating primarily to functionality, network uptime and critical infrastructure availability. For example, our service level agreements generally require that our solutions are available up to 99.5% of the time. If we are unable to meet the stated service level commitments, we may be contractually obligated to provide customers with credits. Additionally, if we fail to meet our service level commitments a specified number of times within a given time frame or for a specified duration, our customers may terminate their agreement with us. As a result, a failure to deliver services for a relatively short duration could cause us to issue credits to a large number of affected customers or result in the loss of customers. In addition, we cannot assure you that our customers will accept these credits or termination rights in lieu of other legal remedies that may be available to them, and, therefore, we could be liable for other related damages incurred by our customers. Our failure to meet our commitments could also result in substantial customer dissatisfaction or loss. If we fail to meet our service level commitments to our customers, the resulting issuance of credits, loss of customers or other potential liabilities could significantly and adversely impact our financial results.

If our security measures are breached or unauthorized access to data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of, or stop using, our solutions and we may incur significant liabilities.

Our operations enable the exchange of, and access to, sensitive information, and security breaches could result in the loss of this information, litigation, indemnity obligations and other liability. While we have security measures in place, if our security measures are breached as a result of third-party action, employee error or otherwise, our reputation could be significantly damaged, our business may suffer and we could incur substantial liability. Because techniques used to obtain unauthorized access to or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new customers and increase engagement by existing customers, cause existing customers to elect not to renew their subscriptions or subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.

Because our platform is often used to collect and store personal information, privacy concerns could result in additional cost and liability to us or inhibit sales of our solutions.

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Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information. In the U.S., these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), state breach notification laws and other state privacy and data security laws. Outside of the U.S., these privacy and data security requirements include rules and regulations promulgated under the European Union data protection directive. Virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Because the interpretation and application of privacy and data protection laws are still complex, evolving and uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our solutions. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our solutions, which could have an adverse effect on our business. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our solutions. Privacy concerns, whether valid or not valid, may inhibit market adoption of our solutions particularly in certain industries and foreign countries.

Our solutions are hosted at multiple data centers around the world. Any disruption of service at our facilities or our third-party hosting providers could interrupt or delay our customers’ access to our solutions, which could harm our operating results.

The ability of our customers to access our solutions is critical to our business. We currently serve customers from data centers located in Chicago, Tokyo, Frankfurt and Shanghai and maintain a backup data recovery center in our Detroit headquarters. We cannot assure you that the measures we have taken to eliminate single points of failure in the primary data center located in Chicago and our data recovery center located in Detroit will be effective to prevent or minimize interruptions to our operations. Our facilities are vulnerable to interruption or damage from a number of sources, many of which are beyond our control, including, without limitation:

Extended power loss;

Telecommunications failures from multiple telecommunication providers;

Natural disaster or an act of terrorism;

Software and hardware errors, or failures in our own systems or in other systems;

Network environment disruptions such as computer viruses, hacking and similar problems in our own systems and in other systems;

Theft and vandalism of equipment; and

Actions or events caused by or related to third parties.

We attempt to mitigate these risks through various business continuity efforts, including redundant infrastructure, 24x7x365 system activity monitoring, backup and recovery procedures, use of a secure off-site storage facility for backup media, separate test systems and change management and system security measures, but our precautions may not protect against all potential problems. Our data recovery center is equipped with physical space, power, storage and networking infrastructure and Internet connectivity to support the solutions we provide in the event of the interruption of services at our primary data center. Even with this data recovery center, however, our operations would be interrupted during the transition process should our primary data center experience a failure.

Disruptions at our data centers could cause disruptions in our services and data loss or corruption. This could damage our reputation, cause us to issue credits to customers, subject us to potential liability or costs related to defending against claims or cause customers to terminate or elect not to renew their agreements, any of which could negatively impact our revenue.

Century Link Inc., formerly known as Savvis, currently hosts the majority of our solutions. We cannot guarantee that we will be able to continue to receive reasonable pricing and terms from Century Link or our other hosting providers in the future. Failure to negotiate reasonable terms could result in increased costs, which would negatively impact our financial condition. If Century Link stops providing services or we fail to negotiate terms on an acceptable basis, we could be required to move our solutions to other third-party hosting providers, which would be a distraction to our business, could increase costs and could cause a disruption in our services.

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We could be sued for contract claims, and such lawsuits, if successful, may have an adverse effect on our financial results.

Our platform performs significant volume of transactions in mission-critical systems for our customers. General errors, defects, inaccuracies or other performance problems in our solutions or inaccuracies in or loss of the data we provide to our customers could result in financial or other damages to our customers, which damages could prompt them to make claims for damages against us. We cannot assure you that the limitations of liability set forth in our contracts would be enforceable or would otherwise protect us from liability for damages. We maintain liability insurance coverage, including coverage for errors and omissions, in amounts and under terms that we believe are appropriate. We cannot assure you that this coverage will continue to be available on terms acceptable to us, or at all, or in sufficient amounts to cover one or more large contract claims, or that the insurer will not deny coverage for any future claim. The successful assertion of one or more large contract claims against us that exceeds available insurance coverage, could have a material adverse effect on our business, prospects, financial condition and results of operations.

If we are unable to manage our expected growth, our performance may suffer.

Our business has grown rapidly, and if we are successful in executing our business strategy, this growth will continue as we expand our offerings and seek to penetrate new vertical markets. We will need to continue to expand our managerial, operational, financial and other systems and resources to manage our operations, continue our research and development activities and increase our sales force. It is possible that our existing management, finance and development personnel, systems and facilities may not be adequate to support this future growth. Our need to effectively manage our operations, growth and solutions requires that we continue to develop more robust business processes and improve our systems and procedures in each of these areas and to attract and retain sufficient numbers of talented employees. We may be unable to successfully implement these tasks on a larger scale and, accordingly, may not achieve our research, development and growth goals.

Changes in laws and/or regulations related to the Internet or changes in the Internet infrastructure itself may cause our business to suffer.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication and business applications. Government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. Increased enforcement of existing laws and regulations, as well as any laws, regulations, or changes that may be adopted or implemented in the future, could limit the growth of the use of public cloud applications or communications generally, result in a decline in the use of the Internet and the viability of Internet-based applications such as our cloud-based solutions and reduce the demand for our platform.

Changes in federal law or regulation could adversely impact our Physician Quality Reporting System offering.

Revenue from our Physician Quality Reporting System, or PQRS, offering represented approximately 2%, 1% and 2% of our total revenue for the years ended March 31, 2014, 2013 and 2012, respectively, and 8%, 5% and 6% of our total revenue during the quarters ended March 31, 2014, 2013 and 2012, respectively. PQRS revenue is recognized as performed at the time of the annual submission to the government during our fourth quarter ending March 31. PQRS is a voluntary federal program that incentivizes certain quality care data reporting by healthcare professionals. As a federal program, a change in federal law or regulation could alter or eliminate PQRS, which, in turn, could adversely impact our revenue.

Our platform must integrate with a variety of operating systems, software applications and hardware that are developed by others. If we are unable to devote the necessary resources to ensure that our solutions interoperate with such software and hardware, we may fail to increase, or we may lose, market share and we may experience reduced demand for our offerings.

Our platform must integrate with a variety of network, hardware and software platforms, and we will need to continuously modify and enhance our platform to adapt to changes in Internet-related hardware, software, communication, browser and database technologies. Any failure of our solutions to operate effectively with future platforms and technologies could reduce the demand for our platform, result in customer dissatisfaction and harm our business. If we are unable to respond to these changes in a timely, cost-effective manner, our solutions may become less marketable and less competitive or obsolete and our operating results may be negatively impacted. In addition, an increasing number of individuals in organizations are utilizing devices other than personal computers, such as mobile phones and other handheld devices, to access the Internet and corporate resources and conduct business. The cost to make our platform broadly interoperable may be significant. If we cannot effectively make our platform available on these mobile devices, we may experience difficulty attracting and retaining customers.

We rely on third-party software that may be difficult to replace or which could cause errors or failures of our service that could lead to lost customers or harm to our reputation.

We rely on software licensed from third parties to offer our solutions. This software may not continue to be available to us on commercially reasonable terms. Any loss of the right to use any of this software could result in delays in the provisioning of

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our service until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party software could result in errors or a failure of our solutions, which could harm our business.

The loss of certain key employees and technical personnel or our inability to hire additional qualified personnel could have a material adverse effect on our business.

Our success depends in part upon the continued service of our key senior management and technical personnel. Such personnel are employed at-will and may leave Covisint at any time. Our success also depends on our continuing ability to attract and retain highly-qualified technical, managerial and sales personnel. The market for professional services and software solutions personnel has historically been, and we expect that it will continue to be, intensely competitive. We cannot assure you that we will continue to be successful in attracting or retaining such personnel. The loss of certain key employees or our inability to attract and retain other qualified employees could have a material adverse effect on our business.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to grow, we may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

In recent years, there has been significant litigation in the U.S. and elsewhere involving patents and other intellectual property rights. Companies providing Internet-related products and services are increasingly bringing and becoming subject to suits alleging infringement, misappropriation or other violations of patents, copyrights, trademarks, trade secrets or other intellectual property rights. These risks have been amplified by an increase in the number of third parties whose sole or primary business is to assert such claims. We could incur substantial costs in prosecuting or defending any intellectual property litigation. Additionally, the defense or prosecution of claims could be time-consuming and could divert our management’s attention away from the execution of our business plan.

We cannot be certain that our solutions and services do not infringe the intellectual property rights of third parties. Claims of alleged infringement or misappropriation could be asserted against us by third parties in the future. We cannot be sure that we would prevail against any such asserted claim. In addition to possible claims with respect to our solutions, some of our solutions contain technology developed by and licensed from third parties, and we may likewise be susceptible to infringement or misappropriation claims with respect to these third-party technologies.

Moreover, any settlement or adverse judgment resulting from a claim could require us to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to obtain a license from the third party asserting the claim on commercially reasonable terms, that we would be able to develop alternative technology on a timely basis, or that we would be able to obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected solution or service. In addition, we may be required to indemnify our customers for third-party intellectual property infringement claims, which would increase the cost to us. An adverse determination could also prevent us from offering our products or services to others. Infringement claims asserted with or without merit against us may have an adverse effect on our business, financial condition and results of operations.

Our contracts with customers include contractual obligations to indemnify them against claims that our solutions infringe the intellectual property rights of third parties. The results of any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may force us to do one or more of the following:

Participate in or pay the costs of the defense of such litigation;

Cease selling or using solutions or services that incorporate the challenged technology;

Make substantial payments for costs or damages;

Obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or

Redesign those solutions or services to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us or any obligation to indemnify our customers for such claims, such payments or costs

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could have a material adverse effect upon our business and financial results. Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our technology in any subsequent litigation in which we are a named party. Moreover, such infringement claims with or without merit may harm our relationships with our existing customers and may deter future customers from subscribing to our solutions and related services on acceptable terms, if at all.

We may not be able to adequately protect our intellectual property rights and efforts to protect them may be costly and may substantially harm our business.

Our ability to compete effectively is dependent in part upon our ability to protect our intellectual property rights. While we hold an issued patent and a pending patent application covering certain elements of our technology, this patent and patent application, and, more generally, existing patent laws, may not provide adequate protection for portions of the technology that are important to our business. In addition, our pending patent application may not result in an issued patent. We have largely relied on copyright, trade secret and trademark laws, as well as generally relying on confidentiality procedures and agreements with our employees, consultants, customers and vendors, to control access to, and distribution of, technology, software, documentation and other confidential information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain, use or distribute our technology without authorization. If this were to occur, we could lose revenue as a result of competition from products infringing or misappropriating our technology and intellectual property and we may be required to initiate litigation to protect our proprietary rights and market position.

U.S. patent, copyright, trademark and trade secret laws offer us only limited protection and the laws of some foreign countries do not protect proprietary rights to the same extent. Accordingly, defense of our trademarks and proprietary technology may become an increasingly important issue as we continue to expand our operations and solution development into countries that provide a lower level of intellectual property protection than the U.S. Policing unauthorized use of our trademarks and technology is difficult and the steps we take may not prevent misappropriation of the trademarks or technology on which we rely. If competitors are able to use our trademarks or technology without recourse, our ability to compete would be harmed and our business would be materially and adversely affected.

We may elect to initiate litigation in the future to enforce or protect our proprietary rights or to determine the validity and scope of the rights of others. That litigation may not be ultimately successful and could result in substantial costs to us, the reduction or loss in intellectual property protection for our technology, the diversion of our management’s attention and harm to our reputation, any of which could materially and adversely affect our business and results of operations.

Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We have devoted substantial resources to the development of our technology, business operations and business plans. In order to protect our trade secrets and proprietary information, we rely in significant part on confidentiality arrangements with our employees, licensees, independent contractors, advisers and customers. These arrangements, some of which were acquired through acquisitions, may not be effective to prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we would not be able to assert trade secret rights against such parties. Laws regarding trade secret rights in certain markets in which we operate may afford little or no protection to our trade secrets. The loss of trade secret protection could make it easier for third parties to compete with our solutions by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may be subject to damages resulting from claims that our employees or contractors, or we, have wrongfully used or disclosed alleged trade secrets of their former employers or other parties.

We could in the future be subject to claims that our employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers or other parties. Litigation may be necessary to defend against these claims. If we fail in defending against such claims, a court could order us to pay substantial damages and prohibit us from using technologies or features that are essential to our solutions, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential solutions or enhancements, which could severely harm our business. Even if we are successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.

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Our use of “open source” software could negatively affect our ability to sell our services and solutions or protect our intellectual property and subject us to possible litigation.

A portion of the technology licensed from others by us and that we use to make our solutions available currently incorporates “open source” software, and we may incorporate open source software into our solutions in the future. Such open source software is generally licensed by its authors or other third parties under various open source licenses. Terms of many source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to offer our solutions. In that event, we could be required to seek licenses from third parties in order to continue offering our services, to re-engineer our products or to discontinue sales of our affected solutions, any of which could materially adversely affect our business. In addition, if we fail to comply with these licenses, we may be subject to certain conditions, including requirements that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software or source code of our proprietary software and that we license such modifications, alterations or source code under the terms of the particular open source license. If a third party were to allege that we had not complied with the conditions of one or more of these licenses, we could be:

Required to defend against such allegations;

Subject to significant damages;

Enjoined from the sale of our solutions that contained the open source software;

Required to comply with the conditions described above; or

Required to discontinue our use of such open source software or the sale of our affected solutions in the event we could not maintain compliance with such licenses.

Any of the foregoing events could disrupt the distribution and sale of some of our solutions while forcing us to incur significant legal expenses.

Additionally, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source software does not come with warranties or other contractual protections regarding infringement claims or the quality of the code. From time to time, parties have asserted claims against companies that use open source software in their products and services, asserting that open source software infringes their intellectual property rights. We could be subject to suits by parties claiming infringement of intellectual property rights with respect to what we believe to be open source software. In such event, we could be required to seek licenses from third parties in order to continue using such software or offering certain of our solutions and services or to discontinue the use of such software or the sale of our affected solutions and services in the event we could not obtain such licenses, any of which could adversely affect our business, operating results and financial condition.

Our success depends in part on our ability to develop or acquire solution enhancements and new solutions, and we may not be able to timely develop or acquire new and enhanced solutions to satisfy changes in demand.

Our success depends in part on our ability to develop and market solution enhancements and new solutions that keep pace with continuing changes in technology and customer preferences. We may not be able to develop and market new or enhanced solutions in a timely or cost-effective manner or to develop and introduce solutions that satisfy customer requirements. Our solutions also may not achieve market acceptance or correctly anticipate technological changes. While we are continually searching for acquisition opportunities, we cannot assure you that we will continue to be successful in identifying, acquiring and developing solutions and technology. If any potential acquisition opportunities are identified, we cannot assure you that we will consummate and successfully integrate any such acquisitions and we cannot assure you as to the timing or effect on our business of any such acquisitions. Our failure to develop technological improvements or to adapt our solutions to technological change may, over time, have a material adverse effect on our business.

We may expand our business by acquiring or investing in other products, services, technologies or businesses, which may divert our management’s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business.

We may in the future acquire complementary products, services, technologies or businesses. We also may enter into relationships with other businesses to expand our portfolio of solutions or our ability to provide our solutions in foreign jurisdictions. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions may often be subject to conditions or approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close.

An acquisition, investment or new business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of acquired companies, particularly if the key personnel of the acquired company choose not to work for us, the acquired

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company’s technology is not easily adapted to be compatible with ours, or we have difficulty retaining the customers of any acquired business due to changes in management or other concerns. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for the development of our business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown liabilities, including litigation against the companies we may acquire. For one or more of those transactions, we may:

Issue additional equity securities that would dilute our shareholders;

Use cash that we may need in the future to operate our business;

Incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations;

Incur significant charges or substantial liabilities; or

Become subject to adverse tax consequences, or substantial depreciation, deferred compensation or other acquisition-related accounting charges.

Any of these risks could harm our business and operating results.

We may be exposed to liabilities if it is determined that we have not complied with Section 409A of the Code.

We have attempted to structure the compensation arrangements with our employees so that they either comply with, or are exempt from, Section 409A of the Code, which sets forth the rules governing deferred compensation arrangements, including by amending certain option award agreements. If it is determined that these arrangements are neither compliant with, nor exempt from, Section 409A of the Code, we may be subject to liabilities and costs, including penalties for failing to report deferred compensation arrangements under Section 409A of the Code and to withhold taxes payable by our employees, and we may be required to pay the amount of taxes we should have withheld and related interest. We have also committed to reimburse those of our employees who have made certain amendments to their compensation arrangements for certain personal negative tax implications if the amended compensation arrangements are determined to be neither compliant with, nor exempt from, Section 409A of the Code. Any amounts so payable by us could adversely impact our financial condition.

Unanticipated changes in our effective tax rate or exposure to additional income tax liabilities could have a material impact on our financial results and could increase the volatility of those results.

Due to the global nature of our business, we are subject to income taxes in both the United States and several foreign jurisdictions. In the event we generate net income in certain jurisdictions but incur net losses in other jurisdictions, we generally cannot offset the income from one jurisdiction with the loss from another, which could increase our effective tax rate. Furthermore, significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business there are many transactions and calculations for which the ultimate tax determination is uncertain. Although we believe our tax positions are reasonable, we are subject to routine corporate income tax audits in the jurisdictions in which we operate. Our provision for income taxes includes amounts intended to satisfy income tax assessments that are likely to result from the examination of our tax returns that have been filed in these jurisdictions. The amounts ultimately paid upon resolution of such examinations could be materially different from the amounts included in the provision for income taxes and could have a material impact on our financial position, results of operations or cash flows in the period or periods for which that determination is made.

We recognize reserves for uncertain tax positions through tax expense for estimated exposures related to our current and historical tax positions. We evaluate the need for reserves for uncertain tax positions on a quarterly basis and any change in the amount is recorded in our results of operations, as appropriate. It could take several years to resolve certain of these reserves for uncertain tax positions.

Additionally, one of the components that we evaluate in establishing the provision for income taxes is the realization of our deferred tax assets. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. Changes in estimates of projected future operating results or in assumptions regarding our ability to generate future taxable income could result in increases to our total valuation allowance and tax expense that would reduce net income.

We earn a portion of our income, and accumulate a portion of cash flow, in foreign jurisdictions. Any repatriation of funds currently held in foreign jurisdictions may result in a higher effective tax rate and larger incremental cash tax payments. In addition, there have been proposals to amend U.S. tax laws that would significantly impact the manner in which U.S. companies are taxed on foreign earnings. Although we cannot predict whether or in what form any legislation will pass, if enacted, such legislation could have an adverse impact on our U.S. tax expense and cash flows.

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We are exposed to exchange rate risks on foreign currencies and to other international risks that may adversely affect our business and results of operations.

Approximately 14%, 15% and 14% of our total revenue for the years ended March 31, 2014, 2013 and 2012, respectively, was derived from foreign operations, and we expect that foreign operations will continue to generate a significant percentage of our total revenue. We currently have foreign sales denominated in the local currency of approximately fifteen foreign countries, and our solutions and services may be priced in the currency of the country in which they are sold. Changes in the exchange rates of foreign currencies or exchange controls may adversely affect our results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets.

The international business environment is also subject to other risks, including the need to comply with foreign and U.S. laws and the greater difficulty of managing business operations overseas. In addition, our foreign operations are affected by general economic conditions in the international markets in which we do business. A worsening of economic conditions in these markets could cause customers to delay or forego decisions to acquire or renew subscriptions or to reduce their requirements for services.

We face many risks associated with our plans to expand our international presence, which could harm our business, financial condition and operating results.

We currently operate internationally and intend to expand into additional international markets. In some international markets, customer preferences and buying behaviors may be different, and we may use business or pricing models that are different from our traditional subscription model to provide our platform to customers in those markets or we may be unsuccessful in implementing the appropriate business model. Our revenue from new foreign markets may not exceed the costs of establishing, marketing and maintaining our offerings in those markets. In addition, the current instability in the euro zone could have many adverse consequences on our international operations, including sovereign default, liquidity and capital pressures on euro zone financial institutions, reducing the availability of credit and increasing the risk of financial sector failures and the risk of one or more euro zone member states leaving the euro, resulting in the possibility of capital and exchange controls and uncertainty about the impact of contracts and currency exchange rates.

In addition, conducting our operations in a new international market may subject us to new risks. These risks include:

Localization of our solutions, including the addition of the local language and adaptation to new local practices;

Strong local competitors;

The cost and burden of complying with, lack of familiarity with, and unexpected changes in, local legal and regulatory requirements;

Fluctuations in local currency exchange rates or restrictions on local currency;

Potentially adverse tax consequences, including the complexities of transfer pricing, value-added or other tax systems, double taxation and restrictions and/or taxes on the repatriation of earnings;

Hiring and training a local sales force;

Development of a local marketing strategy;

Dependence on third parties, including commercial partners with whom we do not have extensive experience;

Increased financial accounting and reporting burdens and complexities;

Political, social and economic instability, terrorist attacks and security concerns in general; and

Reduced or varied protection for intellectual property rights in some countries.

Operating in new international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

Our solutions contain encryption technologies, certain types of which are subject to U.S. and foreign export control regulations and, in some foreign countries, restrictions on importation and/or use. Any failure on our part to comply with encryption or other applicable export control requirements could result in financial penalties or other sanctions under the U.S. export regulations, including restrictions on future export activities, which could harm our business and operating results. Regulatory restrictions could impair our access to technologies needed to improve our solutions and may also limit or reduce the demand for our solutions outside of the U.S.

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Our operating results may be harmed if we are required to collect sales, services or other related taxes for our solutions in jurisdictions where we have not historically done so.

We do not believe that we are required to collect sales, use, services or other similar taxes from our customers in certain jurisdictions. However, one or more countries or states may seek to impose sales, use, services, or other tax collection obligations on us, including for past sales. A successful assertion by one or more jurisdictions that we should collect sales or other taxes on the sale of our solutions could result in substantial tax liabilities for past sales and decrease our ability to compete for future sales. Each country and each state has different rules and regulations governing such taxes and these rules and regulations are subject to varying interpretations that may change over time. We review these rules and regulations periodically and, when we believe such taxes apply in a particular jurisdiction, we comply with their rules and regulations. We cannot assure you that we will not be subject to such taxes or related interest and penalties for past sales in jurisdictions where we presently believe such taxes are not due. We reserve estimated amounts with respect to such taxes on our financial statements but we cannot be certain that we have made sufficient reserves to cover such tax liabilities or such taxes.

Providers of goods or services are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our solutions, we may be liable for past taxes in addition to being required to collect sales or similar taxes in respect of our solutions going forward. Liability for past taxes may also include very substantial interest and penalty charges. Our customer contracts generally provide that our customers must pay all applicable sales and similar taxes. Nevertheless, customers may be reluctant to pay back taxes and may refuse responsibility for interest or penalties associated with those taxes or we may determine that it would not be feasible to seek reimbursement. If we are required to collect and pay back taxes and the associated interest and penalties and if our customers do not reimburse us for all or a portion of these amounts, we will have incurred unplanned expenses that may be substantial. Moreover, imposition of such taxes on our solutions going forward may effectively increase the cost of such solutions to our customers.

Many states are also pursuing legislative expansion of the scope of goods and services that are subject to sales and similar taxes as well as the circumstances in which a vendor of goods and services must collect such taxes. Furthermore, legislative proposals have been introduced in the U.S. Congress that would provide states with additional authority to impose such taxes. The tax laws of foreign jurisdictions may also change. Accordingly, it is possible that either federal or state legislative changes or foreign tax law changes may require us to collect additional sales and similar taxes from our customers in the future.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and harm our operating results.

A change in accounting standards or practices could harm our operating results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices by tax or other regulatory authorities may harm our operating results or the way we conduct our business.

If Compuware’s distribution of our common stock in the Tax-Free Distribution does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Compuware and its shareholders could be subject to significant tax liability and, in certain circumstances, we could be required to indemnify Compuware for material taxes pursuant to indemnification obligations under the tax sharing agreement.

Although Compuware has no obligation to complete the Tax-Free Distribution, on January 25, 2013, Compuware announced that it plans to distribute its shares of our common stock within one year following the offering of our common stock to the public, which was completed in October 2013. Compuware has recently reaffirmed its intention to complete the Tax-Free Distribution within one year of the offering. In August 2013, Compuware submitted to the IRS a request for a private letter ruling, substantially to the effect that, among other things, the Tax-Free Distribution will qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 of the Code. Compuware received this private letter ruling with respect to the qualification as a tax-free transaction in March 2014.

Beneficial ownership of at least 80% of the total voting power and 80% of each class of nonvoting capital stock is required in order for Compuware to effect the Tax-Free Distribution. In order to maintain the 80% or greater ownership of us necessary for a Tax-Free Distribution in light of the exercisable options under the LTIP, on May 8, 2014, we amended each of our outstanding option agreements to purchase our common stock exercisable through the end of December 2014 to provide the option holder with a tandem stock appreciation right (“SAR”). In lieu of the exercise of the option, the option holder can exercise the SAR, which will allow the option holder to realize the value of his or her exercisable options (the fair market value of our common stock less the option strike price) without placing additional shares into the market through the exercise of the option. The issuance of additional shares of our stock would dilute Compuware’s percentage ownership, subject to any offset due to additional acquisitions of our stock by Compuware pursuant to our master separation agreement with Compuware. The exercise price of the SAR will

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be the same as the exercise price of the outstanding option. In connection with the exercise of any SARs, Compuware will acquire additional shares of our common stock at fair market value under a Purchase Agreement entered into on May 7, 2014, in order to provide us with the funds necessary to pay for the option holder’s exercise of the SAR rights.

In May 2014, Compuware submitted to the IRS a request for a supplemental private letter ruling confirming the tax-free status of the Tax-Free Distribution, taking into account (i) the award and potential exercise of SARs and Compuware’s expected acquisition of additional shares of our common stock under the Purchase Agreement with Compuware, our master separation agreement with Compuware, or open-market purchases, and (ii) Compuware’s possible retention of a minor portion of our common stock for sale following the Tax-Free Distribution. Compuware expects to receive that supplemental private letter ruling before the Tax-Free Distribution.

The private letter rulings and the tax opinion that Compuware expects to receive from its counsel will rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and neither the private letter rulings nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the private letter rulings will not address all the issues that are relevant to determining whether the distribution will qualify as a tax-free transaction. Notwithstanding the private letter rulings and opinion, the IRS could determine the distribution should be treated as a taxable transaction for U.S. federal income tax purposes if, among other reasons, it determines any of the representations, assumptions or undertakings that were included in the requests for the private letter rulings or the private letter rulings themselves are false or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the private letter rulings. If the Tax-Free Distribution fails to qualify as a tax-free transaction, in general, Compuware would be subject to tax as if it had sold our common stock in a taxable sale for its fair market value, and Compuware shareholders who receive shares of our common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

Even if the Tax-Free Distribution would otherwise qualify as a tax-free transaction for U.S. federal income tax purposes, such distribution may be taxable to Compuware if Section 355(d) of the Code or Section 355(e) of the Code applies to the distribution. Section 355(d) of the Code may apply to the distribution if any person purchases 50% or more of Compuware’s stock, by vote or value, during the five-year period ending on the date of any distribution of our shares by Compuware to its shareholders. Section 355(e) of the Code will apply to the distribution if 50% or more of our stock or of Compuware’s stock, by vote or value, is acquired by one or more persons, other than the holders of Compuware stock who received our stock in the distribution, acting pursuant to a plan or a series of related transactions that includes the distribution. Any shares of our stock or of the stock of Compuware acquired directly or indirectly within two years before or after the Tax-Free Distribution generally are presumed to be part of such a plan unless that presumption can be rebutted.

Once Compuware accomplishes the Tax-Free Distribution, we have agreed in our tax sharing agreement with Compuware not to take certain actions, such as stock issuances, redemptions, certain stock repurchases, amending our articles of incorporation or other organizational documents to affect the voting rights of our stock, mergers or consolidations, liquidations or partial liquidations, asset sales or contributions, or other actions or transactions that could jeopardize the tax-free status of the Tax-Free Distribution within the two years following the Tax-Free Distribution without first obtaining the opinion of tax counsel or a private letter ruling to the effect that such actions will not result in the Tax-Free Distribution failing to qualify as a tax-free transaction. In addition, we generally would be responsible for, among other things, certain taxes imposed under the consolidated return regulations and any taxes (including taxes that could be imposed on Compuware under Section 355(e) of the Code) resulting from the failure of the Tax-Free Distribution to qualify as a tax-free transaction to the extent such taxes are attributable to, or result from, certain actions or failures to act by us or certain transactions involving us following the Tax-Free Distribution. We also generally would be responsible for 50% of such taxes to the extent such taxes are not attributable to, or do not result from, certain actions or failures to act by either us or Compuware. We would, however, have no responsibility for taxes attributable to the failure of the Tax-Free Distribution to qualify as a tax-free transaction due to a sale or change in ownership of Compuware.

Many of our competitors are not subject to similar restrictions and may issue their stock to complete acquisitions, expand their product offerings and speed the development of new technology. Therefore, these competitors may have a competitive advantage over us. Substantial uncertainty exists on the scope of Section 355(e) of the Code, and we may have undertaken, may contemplate undertaking or may otherwise undertake in the future transactions that may cause Section 355(e) of the Code to apply to the distribution notwithstanding our desire or intent to avoid application of Section 355(e) of the Code. Accordingly, we cannot provide you any assurance that we will not have tax-related obligations related to the application of Section 355(e) of the Code to the Tax-Free Distribution.

Acts of terrorism, acts of war and other unforeseen events may cause damage or disruption to us or our customers, which could materially and adversely affect our business, financial condition and operating results.

Natural disasters, acts of war, terrorist attacks and the escalation of military activity in response to such attacks or otherwise may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws, market

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disruptions and job losses. Such events may have an adverse effect on the economy in general. Moreover, the potential for future terrorist attacks and the national and international responses to such threats could affect the business in ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Relationship with Compuware

As long as Compuware controls us, your ability to influence matters requiring shareholder approval will be limited.

Compuware owns 30,003,000 shares of our common stock, representing approximately 80.03% of the total outstanding shares of our common stock. For so long as Compuware or its successor-in-interest beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of our outstanding common stock, Compuware or such successor will be able to elect all of the members of our board of directors. Currently, two members of our board of directors, Robert C. Paul and William O. Grabe, are members of the Compuware board of directors, and Mr. Paul is the President and Chief Executive Officer of Compuware.

Our historical financial information as a business segment of Compuware may not be representative of our results as an independent public company.

Our historical financial information may not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the historical periods presented. The historical costs and expenses reflected in our financial statements include a charge for certain corporate functions historically provided by Compuware, including tax, accounting, treasury, legal and human resources services. The historical financial information is not necessarily indicative of what our results of operations, financial position, cash flows or costs and expenses will be in the future. We have not made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced economies of scale and increased costs associated with being a publicly traded, stand-alone company.

If Compuware experiences a change in control, our current plans and strategies could be subject to change.

As long as Compuware controls us, it will have significant influence over our plans and strategies, including strategies relating to marketing and growth. In the past, Compuware has received offers and inquiries regarding the possible acquisition of the outstanding shares of Compuware stock. Although none of these offers have been accepted, it is impossible to predict whether a credible, or unsolicited, offer to acquire Compuware will be made in the future, and whether a transaction would be consummated with respect to such an offer. In the event Compuware experiences a change in control, a new Compuware owner may attempt to cause us to revise or change the plans and strategies, as well as the agreements between Compuware and us, described in this prospectus. A new owner may also have different plans with respect to the contemplated distribution of our common stock to Compuware shareholders, including not effecting such a distribution.

We are a smaller company relative to Compuware, which could result in increased costs because of a decrease in our purchasing power. We may also experience decreased revenue due to difficulty maintaining existing customer relationships and obtaining new customers.

Prior to our IPO, we were able to take advantage of Compuware’s size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support and audit and other professional services. We are a smaller company than Compuware, and we cannot assure you that we will have access to financial and other resources comparable to those available to us prior to the IPO. As a stand-alone company, we may be unable to obtain office space, goods, technology and services at prices or on terms as favorable as those available to us prior to this offering, which could increase our costs and reduce our profitability. Our future success depends on our ability to maintain our current relationships with existing customers, and we may have difficulty attracting new customers.

In order to preserve the ability for Compuware to distribute its shares of our common stock on a tax-free basis, we may be prevented from pursuing opportunities to raise capital or to effectuate acquisitions which could hurt our ability to grow.

Beneficial ownership of at least 80% of the total voting power and 80% of each class of nonvoting capital stock is required in order for Compuware to effect the Tax-Free Distribution of Covisint or certain other tax-free transactions. We have agreed that, so long as the Tax-Free Distribution could, in the reasonable discretion of Compuware, be effectuated, we will not knowingly take or fail to take, or permit any Covisint affiliate to knowingly take or fail to take, any action that could reasonably be expected to preclude Compuware’s ability to effectuate the Tax-Free Distribution. As a result, we may be precluded from pursuing certain growth initiatives, including the creation of a class of non-voting stock, unless Compuware were to purchase at least 80% of such class of shares of any subsequent equity offering.

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The Tax-Free Distribution may not occur.

Although Compuware has announced its intention and recently reconfirmed such intention to consummate a Tax-Free Distribution within one year following the offering, and has now received a private letter ruling from the IRS in connection with such announced Tax-Free Distribution, it may abandon or change the structure of the Tax-Free Distribution if it determines, in its sole discretion, that the Tax-Free Distribution is not in the best interest of Compuware or its shareholders. Such determination may take into account, without limitation, the potential impact on the Tax-Free Distribution of a change in control of Compuware and Compuware’s receipt of the supplemental private letter ruling.

Although we have entered into a tax sharing agreement with Compuware under which our tax liabilities effectively will be determined as if we were not part of any consolidated, combined or unitary tax group of Compuware and/or its subsidiaries, we nonetheless could be held liable for the tax liabilities of other members of these groups.

Until December 31, 2012, the Covisint business operated as a division of Compuware and, as a division, our operations were included in the tax returns filed by Compuware’s consolidated group, or Consolidated Group, for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include Compuware and/or certain of its subsidiaries, or Combined Group, for taxes other than U.S. federal income taxes. Effective January 1, 2013, Compuware made a contribution to us of substantially all of the assets and liabilities relating to our business and, as a member of the Consolidated Group, our operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after such contribution in which Compuware owned at least 80% of the total voting power and value of our outstanding stock. Effective that date, we also entered into a tax sharing agreement with Compuware. Pursuant to the tax sharing agreement, we and Compuware generally will make payments to each other such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by us will be determined, subject to certain adjustments, as if we and each of our subsidiaries included in such Consolidated Group or Combined Group filed our own consolidated, combined, unitary or separate tax return. The tax sharing agreement also provides for the allocation between Compuware and Covisint of compensation-related deductions attributable to employee stock options and restricted stock granted to employees of the Covisint business. Compuware may be required to make payments to us in the event that Compuware realizes the tax benefits of such compensation-related deductions.

We intend to be included in the Consolidated Group until the Tax Free Distribution. In the event that we were not included in the Consolidated Group , we would no longer join in the filing of the Consolidated Group’s federal income tax returns and would file federal income tax returns separate from the Consolidated Group following the deconsolidation. Such a deconsolidation could also negatively impact Compuware’s ability to distribute its shares of our common stock to its shareholders in a tax-free transaction. Each member of a consolidated group during any part of a consolidated return year is severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign tax purposes is jointly and severally liable for the state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which we are included in the Consolidated Group or any Combined Group, we could be liable in the event that any income or other tax liability was incurred, but not discharged, by any other member of any such group even if we are not then currently a member of such Consolidated Group or Combined Group.

Some of our directors and executive officers own Compuware common stock, restricted shares of Compuware common stock or options to acquire Compuware common stock and hold positions with Compuware, which could cause conflicts of interest that result in our not acting on opportunities we otherwise may have.

Some of our directors and executive officers own Compuware common stock, restricted shares of Compuware stock or options to purchase Compuware common stock. In addition, two members of our board of directors, Messrs. Paul and Grabe, are currently members of the Compuware board of directors. Mr. Paul is also the President and Chief Executive Officer of Compuware. Ownership of Compuware common stock, restricted shares of Compuware common stock and options to purchase Compuware common stock by our directors and officers after the IPO and the presence of executive officers or directors of Compuware on our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and Compuware that could have different implications for Compuware than they do for us. Provisions of our articles of incorporation address corporate opportunities that are presented to our directors or officers that are also directors or officers of Compuware. We cannot assure you that the provisions in our articles of incorporation will adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor or that we will be able to take advantage of corporate opportunities presented to individuals who are officers or directors of both us and Compuware. As a result, we may be precluded from pursuing certain growth initiatives.

Our inability to resolve favorably any disputes that arise between us and Compuware with respect to our past and ongoing relationships may adversely affect our operating results.

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Disputes may arise between Compuware and us in a number of areas relating to our ongoing relationships, including:

Labor, tax, employee benefit, indemnification and other matters arising from our separation from Compuware;

Employee retention and recruiting;

Business combinations involving us;

Our ability to engage in activities with certain channel, technology or other marketing partners;

Sales or dispositions by Compuware of all or any portion of its ownership interest in us;

The nature, quality and pricing of services Compuware has agreed to provide us; and

Business opportunities that may be attractive to both Compuware and us.

We may not be able to resolve potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.

The agreements we have entered into with Compuware may be amended upon agreement between the parties. While we are controlled by Compuware, we may not have the leverage to negotiate amendments to these agreements if required on terms as favorable to us as those we would negotiate with an unaffiliated third party.

We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Compuware owns more than 50% of the total voting power of our common stock and we are a “controlled company” under the NASDAQ corporate governance standards. As a controlled company, certain exemptions under the NASDAQ standards free us from the obligation to comply with certain NASDAQ corporate governance requirements, including the requirements:

That a majority of our board of directors consists of independent directors;

That we have a compensation committee that is comprised entirely of independent directors; and

That we have a nominating committee that is comprised entirely of independent directors.

A majority of our board of directors, and our entire Compensation Committee and Nominating and Governance Committee, are composed of independent directors in compliance with the requirements of NASDAQ. However, we are not required to maintain this composition of our board and its committees and, in the event we choose to rely on available “controlled company” exemptions, you will not have the same protection afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

Third parties may seek to hold us responsible for liabilities of Compuware, which could result in a decrease in our income.

Third parties may seek to hold us responsible for Compuware’s liabilities. Under our master separation agreement with Compuware, Compuware will indemnify us for claims and losses relating to Compuware’s liabilities and not related to our business. However, if those liabilities are significant and we are ultimately held liable for them, we cannot assure you that we will be able to recover the full amount of our losses from Compuware.

Risks Related to Our Common Stock

We are an “emerging growth company” within the meaning of the Securities Act of 1933, and as such, we will take advantage of certain modified disclosure requirements.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of The NASDAQ Stock Market and other applicable securities rules and regulations. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

However, we are an “emerging growth company” within the meaning of the rules under the Securities Act of 1933, as amended, or the Securities Act. For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer

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an emerging growth company. We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” upon the earliest of (i) the first fiscal year following the fifth anniversary of the IPO, (ii) the first fiscal year after our annual gross revenues are $1 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, and (iv) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-JOBS Act.”

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock.

The share price of our common stock is likely to be volatile and could decline.

Prior to the offering, there had been no public market for our common stock. An active public market for these shares may never develop or be sustained, which could affect your ability to sell your shares and could depress the market price of your shares. The initial public offering price for the shares of our common stock was determined by negotiations between us and the representatives of the underwriters and has not been indicative of prices that have since prevailed in the trading market. The market price of our common stock, has been, and could continue to be subject to wide fluctuations in response to many risk factors described in this report, and others beyond our control, including:

Actual or anticipated fluctuations in our condition and operating results;

Changes in projected operational and financial results;

Addition or loss of significant customers;

Changes in laws or regulations applicable to our business;

Actual or anticipated changes in our growth rate relative to our competitors;

Announcements of technological innovations or new offerings by us or our competitors;

Additions or departures of key personnel;

Issuance of new or updated research or reports by securities analysts;

Fluctuations in the valuation of companies perceived by investors to be comparable to us;

The expiration of contractual lock-up agreements; and

General economic, legal, regulatory and market conditions unrelated to our performance.

In addition, if the general stock market experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

We do not anticipate paying any dividends on our common stock.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. If we do not pay cash dividends, you could receive a return on your investment in our common stock only if the market price of our common stock has increased when you sell your shares.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Substantial future sales of our common stock in the public market could cause our stock price to fall.

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline and impede our ability to raise capital through the issuance of additional equity securities. Compuware currently owns 30,003,000 shares of our common stock, representing approximately 80.03% of the outstanding shares of our common stock. Compuware has no continuing contractual obligation to retain these shares, and has

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announced its intention to distribute such shares in the Tax-Free Distribution, within twelve months after the IPO. In addition, Compuware has the right to cause us to register the sale of its shares of our common stock under the Securities Act. Registration of these shares under the Securities Act would result in these shares, other than shares owned by our affiliates, becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration statement. Moreover, as a result of certain option agreements with participants in the Company’s 2009 Long Term Incentive Plan, which must be exercised in calendar years 2014, 2015, and 2016, we anticipate that up to approximately 3.2 million shares of Covisint common stock may be acquired and potentially sold in the public market on or before December 31, 2016.

Our articles of incorporation and bylaws as well as certain provisions of Michigan law may have an anti-takeover effect.

Provisions of our articles of incorporation and bylaws and Michigan law could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to shareholders. The combination of these provisions inhibits a non-negotiated acquisition, merger or other business combination involving our company, which, in turn, could adversely affect the market price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our executive offices are located in our corporate headquarters building in Detroit, Michigan. At March 31, 2014, we occupied office space within facilities owned and leased by Compuware. Effective April 1, 2014, we signed a one year lease with Compuware for 62,922 square feet of space at One Campus Martius, Suite 700, Detroit, Michigan ending in March 31, 2015. Previously, we had not entered into commitments related to space occupied within Compuware facilities; however, the expenses allocated or charged to us include costs associated with such facilities. We entered into standalone operating lease agreements for our Shanghai, Frankfurt and Detroit locations in the first quarter of our fiscal year 2015.

ITEM 3. LEGAL PROCEEDINGS

We are not party to any material legal proceedings at this time. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

On September 25, 2013, our registration statement on Form S-1 (File No. 333-188603) was declared effective by the Securities and Exchange Commission for our initial public offering. Pursuant to the offering, we sold an aggregate of 7,360,000 shares of our common stock (which includes the underwriters’ full exercise of their over-allotment option of 960,000 shares) at a price to the public of $10.00 per share. The sale of all of such shares was consummated on October 1, 2013.

Our common stock is traded on The NASDAQ Global Select Market (“NASDAQ”) under the symbol COVS. As of May 23, 2014, there were 2 shareholders of record and approximately 979 beneficial holders of our common stock. We have not paid any cash dividends on our common stock. The following table sets forth the range of high and low sale prices for our common stock for the periods indicated, all as reported by NASDAQ.

Fiscal Year Ended March 31, 2014	High		Low
Fourth quarter	$	13.37	$	6.70
Third quarter	14.80		11.90
Second quarter	13.74		10.00
First quarter	N/A		N/A

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There were no repurchases of common stock for the year ended March 31, 2014.

Comparison of Cumulative Total Return

The following line graph compares the yearly percentage change in the cumulative total shareholder return on our common shares with the cumulative total return of each of the following indices: the NASDAQ Market Index and the NASDAQ Computer and Data Processing Index for the period from September 26, 2013 through March 31, 2014. The graph assumes the investment of $100 in our common shares and each of the two NASDAQ indices on September 26, 2013 and the reinvestment of all dividends.

The comparisons in the graph are required by applicable SEC rules. You should be careful about drawing any conclusions from the data contained in the graph, because past results do not necessarily indicate future performance. The information contained in this graph shall not be deemed to be "soliciting material" or "filed" with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.

ITEM 6. SELECTED FINANCIAL DATA AND NON-GAAP FINANCIAL MEASURES

The following combined and consolidated financial data should be read together with our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this filing.

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	YEAR ENDED MARCH 31,
	2014			2013			2012
REVENUE		$97,135			$90,732			$74,675
COST OF REVENUE	56,374			47,575			41,477
GROSS PROFIT	40,761			43,157			33,198
OPERATING EXPENSES:
Research and development	12,408			3,799			1,341
Sales and marketing	35,250			26,593			22,544
General and administrative	28,676			18,315			12,583
Total operating expenses	76,334			48,707			36,468
LOSS BEFORE INCOME TAX PROVISION	(35,573		)	(5,550		)	(3,270		)
INCOME TAX PROVISION	85			98			57
NET LOSS		($35,658	)		($5,648	)		($3,327	)
Basic and diluted loss per share		($1.06	)		($0.19	)		($0.11	)

Consolidated Balance Sheet Data

	MARCH 31, 2014			MARCH 31, 2013
Cash		$49,536			$966
Working Capital	55,296			1,992
Total Assets	141,448			98,058
Due to/(from) parent and affiliates	(2,813		)	7,556
Total Shareholders' Equity	101,610			42,894

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, we monitor a number of other metrics to evaluate our business, measure our performance, identify trends affecting our business, allocate capital and make strategic decisions.

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted gross profit represents gross profit, adjusted for amortization of capitalized software associated with our research and development expense classified within cost of revenue as well as the stock based compensation associated with certain of our professional services and operations employees. Adjusted gross margin is adjusted gross profit as a percentage of revenue.

We have historically capitalized a significant portion of our research and development costs and believe the amortization of capitalized software will increase in absolute dollars. Our total research and development costs incurred were $18.1 million, $17.4 million and $9.4 million during the years ended March 31, 2014, 2013 and 2012, respectively. Of our total research and development costs incurred, we capitalized 31%, 78% and 86% during the years ended March 31, 2014, 2013 and 2012, respectively. We decreased capitalization of our research and development costs during the year ended March 31, 2014, as compared to the same period in 2013, due to a recent change to the agile delivery methodology for platform enhancements, which resulted in significantly shorter development cycles thereby reducing our capitalized costs. This change increased the proportion of our research and development costs expensed relative to our research and development costs incurred.

We believe that adjusted gross margin, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provides additional information that is useful for evaluating our operating performance. Additionally, we believe that adjusted gross margin provides a more meaningful comparison of our operating results against those of other companies in our industry. We believe that including these costs in our results of operations results in a lack of comparability between our operating results and those of our peers in the industry, the majority of which do not have comparable amortization costs related to capitalized software. However, adjusted gross margin is not a measure of financial performance under U.S. GAAP and, accordingly, should not be considered as an alternative to gross margin as an indicator of operating performance.

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In the periods presented, the amortization of capitalized software increased in absolute dollars and as a percentage of revenue. We expect this trend to continue in fiscal 2015 and to have a negative impact on our gross profit and margin as reported under U.S. GAAP. In the future, we expect to capitalize a smaller portion of our research and development costs due to a recent change to the agile delivery methodology for platform enhancements.

The table below provides reconciliations between the non-U.S. GAAP financial measures discussed above to the comparable U.S. GAAP measures of gross profit:

	YEAR ENDED MARCH 31,
	2014			2013			2012
Gross profit	$	40,761		$	43,157		$	33,198
Gross margin	42		%	48		%	44		%
Adjustments:
Stock compensation expense—cost of revenue	829			6			5
% of total revenue	1		%	—		%	—		%
Amortization of capitalized software—cost of revenue	6,753			4,950			3,010
% of total revenue	7		%	5		%	4		%
Non-GAAP gross profit	48,343			48,113			36,213
Non-GAAP gross margin	50		%	53		%	48		%

New Annualized Subscription Revenue ("ASR")

Due to the nature of the subscription-based revenue model, a significant portion of the revenue we report in each quarter is generated from customer agreements entered into during previous periods. Therefore, since changes in business momentum are not immediately reflected in our results of operations, we look towards additional metrics such as new ASR that includes recently added or expanded customer relationships to gauge progress within our business.

We define new ASR as the annualized value of new or incremental committed subscription revenue for new or renewed contracts signed within a given period. We calculate new ASR for each new contract signed within a given period by dividing the total committed subscription revenue by the number of months under contract and multiplying that figure by the lesser of twelve or the number of months included in the agreement. We then adjust this amount for any increase or decrease in committed subscription revenue under existing contracts renewed during that period.

New ASR is presented in the table below:

	YEAR ENDED MARCH 31,
	2014		2013		2012
			(In thousands)
New ASR	$	8,149	$	15,011	$	4,861

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear elsewhere in this report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, assumptions and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in Part I. Item 1A of this report under "Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies and operations, financing plans, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s plans, estimates, assumptions and beliefs only as of the date of this report. Except as required by law, we assume no obligation to update these

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forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Overview

Covisint provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners, and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs.

Our platform currently supports customers in the automotive, healthcare, energy, financial services and travel industries. We believe a wide variety of organizations will benefit from using our cloud-based technologies to meet their external collaboration requirements with their customers, business partners and suppliers. We believe there is a growing available market for our technologies. We believe the use of our solutions and the development of our markets are at very early stages and that it is important that we build brand awareness, develop strategic partners and invest in our platform, vertical solutions, infrastructure and sales and marketing to maintain and extend our leadership in the cloud-based services market.

We generate the majority of our revenue through subscription fees that enable our customers to access our platform. Subscription and support revenue accounted for $66.7 million, $57.0 million and $49.2 million, or 69%, 63% and 66% of our total revenue, during the years ended March 31, 2014, 2013 and 2012, respectively. We also generate revenue from the provision of services related to implementation, solution deployment and on-boarding of new customers onto our platform. Services revenue accounted for $30.4 million, $33.8 million and $25.5 million, or 31%, 37% and 34% of our total revenue, during the years ended March 31, 2014, 2013 and 2012, respectively.

The automotive industry accounted for 47%, 56% and 57% of our total revenue in the years ended March 31, 2014, 2013 and 2012, respectively, of which approximately 26%, 33% and 35% of our total revenue for such periods was derived from General Motors. The healthcare industry accounted for 34%, 31% and 32% of our total revenue in the years ended March 31, 2014, 2013 and 2012, respectively. Our remaining revenue resides in the enterprise business unit that services the energy, financial services, travel and other non-automotive or healthcare industries. Revenue from outside of the U.S. accounted for 14%, 15% and 14% of our total revenue in the years ended March 31, 2014, 2013 and 2012, respectively. Our subscription and support revenue has grown to $66.7 million in the year ended March 31, 2014 from $57.0 million in the year ended March 31, 2013, representing an annual growth rate of 17%. However, during the last half of fiscal 2014, growth in our subscription revenue unanticipatedly decreased.

On July 25, 2013, the Board of Directors appointed Enrico Digirolamo as Chief Financial Officer.

On March 12, 2014, the Board of Directors replaced David A. McGuffie as President and Chief Executive Officer with Samuel M. Inman, III, who was named Interim President and Chief Executive Officer. On May 22, 2014, Mr. Inman was named permanent President and Chief Executive Officer. During the course of Mr. Inman’s term as President and Chief Executive Officer, the Company has undertaken a substantive review of all aspects of its business, including a review of the Company’s leadership, organizational structure, sales performance, product, and deployment of resources. As a result of this assessment, we are undertaking a series of strategic initiatives to refocus our business and reposition the company for success in fiscal year 2016 and beyond. These initiatives include:

• Building a seasoned senior leadership team capable of meeting our objectives, including the Company’s new Senior Vice President of Worldwide Sales, Michael Keddington, and a new Senior Vice President of Product and Marketing.

• Refocusing the Company’s go-to-market strategy on repeatable, platform-based sales.

• Enhancing our product management and product marketing structure essential to directed investment in and refinement of our product and go-to-market strategy.

• Accelerating the transition from a services and software company to a true cloud-based enterprise software company focused on products and core industry verticals.

• Reducing the services performed internally for customers through the use of pre-certified service partners.

• Consolidating our product development and customer delivery organization to be fully responsible for the evolution of our platform to better align our platform with the continued growth and success of our customers.

• Leveraging strategic partners who can provide extensive global sales presence to access customers that we would not otherwise reach, thereby providing Covisint additional scale and bandwidth to our core subscription business.

• Moving to align our costs to match our revenue plan through a reduction in workforce anticipated to reduce the Company’s expense structure by $19 million.

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Based upon the scope and importance of these initiatives, we anticipate that fiscal 2015 will be a year of transformation necessary to deliver on the Covisint platform’s capacity to transform the way enterprises do business today, and capitalize on current technology trend toward the adoption of cloud computing.

To support our growth strategies and capitalize on current technology trends, we are actively investing in our business and do not expect to be profitable during fiscal 2015. We experienced net (losses) of $(35.7) million, $(5.6) million and $(3.3) million in the years ended March 31, 2014, 2013 and 2012, respectively. As presented in "Note 7. Benefit Plans" in the accompanying notes to the combined and consolidated financial statements, our loss in fiscal 2014 was due in part to stock compensation expense of $17.5 million in the year ended March 31, 2014, which primarily resulted from our IPO. In addition, we made, and continue to make, substantial investments to build our solutions and services, grow and maintain our business and acquire customers.

Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards. Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

On May 23, 2013, our board of directors approved and effected a 30-for-1 stock split. All share and per share information in this report have been adjusted for all periods presented to reflect the effects of the stock split.

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenue

Our revenue is primarily comprised of fees related to subscription and support and services performed. Subscription and support revenue includes fees for our customers and their users, to access our platform and healthcare organizations. Our services revenue is generated from implementation, solution deployment and on-boarding. Implementation services typically consist of user migration, content migration, branding and configuration to support customer-specific workflows. Our services engagements typically occur in phases and can vary from a few weeks to several months depending on the scope and complexity of the solution. Our customers may choose to do much of this work in-house, through a third party or with Covisint. We currently subcontract portions of our consulting engagements to third-party implementation partners to supplement our staffing needs within this area of the business.

Services contract value varies significantly for each customer agreement. It is affected by a number of trends which make the prediction of our future services revenue difficult. These trends include, but are not necessarily limited to, a reduction in project and enhancement services performed for General Motors, improvements in our platform that make it easier for our customers to build and launch new business process innovations on the platform, and a reduction in the effort required to launch the customer. Furthermore, since the recognition of services revenue may require acceptance by the customer, the timing of the revenue recognition may shift between fiscal periods.

Our revenue generally fluctuates, and we expect it to continue to fluctuate, between periods due to inconsistent timing of sales, revenue recognition requirements (e.g., acceptance), changes in customer requirements and other factors. As a result, transactions that were expected to be recognized in one period may be recognized in a different period, which may materially affect our financial performance in a reporting period.

Cost of Revenue

Our cost of revenue is primarily comprised of salaries and personnel-related expenses related to our customer support, implementation, solution deployment, on-boarding and data center operations, the cost of professional services provided by third-party contractors, depreciation and amortization expenses related to capitalized research and development, acquisitions and capital expenditures, third-party hosting fees, third-party software license fees and outside services related to our call center. Where we have established third-party evidence of the stand-alone value of our services, we recognize expense with the associated revenue recognition as services are delivered. Costs associated with deferred services revenue are recognized ratably, generally over five years, beginning upon customer acceptance of the deliverable consistent with the associated revenue.

We expect our cost of revenue may fluctuate as a percentage of total revenue due to relative changes in our services revenue, changes in the percentage of services recognized using the proportional performance method, the amount and timing of depreciation and amortization, changes in the amount of services performed by our customers or other vendors and the mix of subscription and support revenue relative to services revenue.

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Research and Development

Research and development costs are primarily comprised of salaries and personnel-related expenses, services provided by third-party contractors related to software development, software license and hardware fees and depreciation and amortization related to acquisitions and capital expenditures.

We focus our research and development on new and expanded features of our platform and vertical-specific solutions. Since February 2010, when we implemented additional tracking related to the time spent on approved research and development projects, we have capitalized an increasing portion of our research and development costs. We capitalized a smaller portion of our research and development costs in fiscal 2014 as a result of the change to the agile delivery methodology for our platform enhancements, which resulted in significantly shorter development cycles thereby reducing our capitalized costs. Our capitalized research and development costs are amortized as a cost of revenue ratably over 60 months upon completion of the project. We expect research and development costs incurred to decrease in the future in both absolute dollars and as a percentage of revenue.

Sales and Marketing

Sales and marketing costs are primarily comprised of salaries and personnel-related expenses, commissions, travel expense, marketing program fees, services provided by third-party contractors related to our marketing campaigns and amortization related to customer relationship agreements acquired as a result of various acquisitions. We plan to invest further in sales and marketing to create brand awareness, expand the scope and scale of our global operations, develop our sales channel and increase revenue from existing customers. We expect sales and marketing costs to remain consistent with fiscal 2014 as a percentage of revenue.

General and Administrative

During 2014, General and administrative costs were primarily comprised of the allocated costs related to the services provided by our parent Compuware for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and other services, as well as salaries and personnel-related expenses including stock and cash incentive compensation. Since August 2013, we have invested in hiring staff required to become a fully independent company. As of April 1, 2014, we have largely completed our general and administrative separation from Compuware, and we do not anticipate any significant allocation from Compuware in the future.

Income Taxes

Provision for income taxes is comprised of federal and state taxes in the United States as well as certain foreign tax jurisdictions. Income taxes are accounted for using the asset and liability approach. Deferred income taxes are provided for the differences between the tax bases of assets or liabilities and their reported amounts in our financial statements and net operating loss and tax credit carryforwards.

RESULTS OF OPERATIONS

The following table is a summary of our combined and consolidated statements of loss data:

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	YEAR ENDED MARCH 31,
	2014		2013		2012
Combined and Consolidated Statements of Comprehensive Loss Data:
Subscription and support	$66,688		$56,978		$49,153
Services	30,447		33,754		25,522
Total revenue	97,135		90,732		74,675
Cost of revenue(1)	56,374		47,575		41,477
Gross profit	$40,761		$43,157		$33,198
Operating expenses:
Research and development(1)	12,408		3,799		1,341
Sales and marketing(1)	35,250		26,593		22,544
General and administrative(1)	28,676		18,315		12,583
Total operating expenses	$76,334		$48,707		$36,468
Loss from operations before income tax provision	(35,573	)	(5,550	)	(3,270	)
Income tax provision	85		98		57
Net loss	($35,658)		($5,648)		($3,327)
Basic and diluted loss per share(2)	($1.06)		($0.19)		($0.11)
Weighted-average shares outstanding, Basic and diluted(2)	33,774		30,003		30,003

(1) All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. The statements and line items above include stock compensation as detailed in the table below.

(2) Please see Note 3 of our combined and consolidated financial statements and related disclosures for an explanation of the method used to calculate the historical net income (loss) per share attributable to common shareholders and the number of shares used in computation of the per share amounts.

	YEAR ENDED MARCH 31,
	2014		2013		2012
Stock awards compensation classified as:
Cost of revenue		$829		$6		$5
Research and development	722		1		1
Sales and marketing	5,594		360		9
General and administrative	10,330		1,262		1,077
Total stock awards compensation expense before income taxes		$17,475		$1,629		$1,092

The following table sets forth a summary of our combined and consolidated statements of comprehensive loss as a percentage of our total revenue:

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	YEAR ENDED MARCH 31,
	2014		2013		2012
Combined and Consolidated Statements of Comprehensive Loss Data:
Subscription and support	69	%	63	%	66	%
Services	31		37		34
Total revenue	100	%	100	%	100	%
Cost of revenue(1)	58		52		56
Gross profit	42	%	48	%	44	%
Operating expenses:
Research and development(1)	13		4		2
Sales and marketing(1)	36		30		30
General and administrative(1)	30		20		17
Total operating expenses	79	%	54	%	49	%
Loss from operations before for income tax provision	(37	)	(6	)	5
Income tax provision	0		0		0
Net loss	(37	)%	(6	)%	5	%

________________________________________________ 

(1) All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. Refer to the table above for the breakdown of stock compensation included in these line item percentages.

YEAR ENDED MARCH 31, 2014, 2013 and 2012

Revenue

Revenue derived from our subscription and support and services is presented in the table below:

	YEAR ENDED MARCH 31,						2013 to 2014		2012 to 2013
	2014		2013		2012		%		%
	(In thousands)
Subscription and support		$66,688		$56,978		$49,153	17	%	16	%
Services	30,447		33,754		25,522		(10	)%	32	%
Total revenue		$97,135		$90,732		$74,675	7	%	22	%

In the year ended March 31, 2014, as compared with the same period in 2013, our total revenue increased due to increases in our subscription and support revenue, which was offset by a decline in our services revenue. Our increase in subscription and support revenue was primarily due to continued growth within our non-automotive verticals. The increase in subscription and support revenue between the years ended March 31, 2014 and 2013 was primarily due to $8.0 million of increased revenue with existing customers, $2.8 million from sales to new customers, as well as a $0.7 million increase in fiscal 2014 PQRS revenue due to an increase in customer reports submitted. This was partially offset by a decline in revenue of $1.8 from customers that terminated or elected not to renew their agreements.

During the year ended March 31, 2014 a reseller decided to change its delivery model to its customers by eliminating its plan to host separately our platform as the reseller determined it was more cost effective to utilize our hosted platform. As a result of the termination of this aspect of its existing contract with us, the Company invoiced the reseller for a onetime charge of $1.0 million, which was recorded as subscription revenue in our third quarter. In addition there were two automotive customers that substantially reduced their contractual commitment for our electronic data interchange services during fiscal 2014. As a result, we anticipate a decrease in revenue of $4.6 million in fiscal 2015 due to the onetime payment and loss of revenue associated with the hosted platform and electronic data interchange services.

Our services revenue has declined to $30.4 million for the year ended March 31, 2014, as compared to $33.8 million and $25.5 million for the years ended March 31, 2013 and 2012, respectively, representing an annual decline of 10% from fiscal 2013 to fiscal 2014, following an annual increase of 32% from fiscal 2012 to fiscal 2013. In March 2014, we received termination notices for select components of existing contracts with two customers. As a result, during the year ended March 31, 2014, $1.8 million of previously deferred services revenue was recognized and thus partially offset the decline in services during fiscal 2014.

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For the year ended March 31, 2014, the services revenue decline can be attributed to: 1) a natural reduction in the deferred revenue recognized in the current period versus last year due to a diminished balance remaining from the establishment of stand-alone value for many of our services, 2) a reduction in ad hoc services projects with major subscription customers, 3) an improvement in the ease of implementation of our platform that results in quicker/less costly installations, 4) improvements in our platform that allow customers to perform portions of the implementation themselves, and, to a lesser extent, 5) our relatively low subscription bookings in the 2014 fiscal year.

In the year ended March 31, 2013, as compared with the same period in 2012, our total revenue increased due to increases in both our subscription and support revenue and our services revenue. Our increase in subscription and support revenue was primarily due to continued expansion with our automotive customers and growth in sales to new industry verticals. Of the increase in subscription and support revenue, approximately $8.6 million was due to increased revenue from existing customers. Additionally, there was approximately $1.2 million from sales to new customers. These increases were offset by a decline in revenue from customers that terminated or elected not to renew their agreements aggregating approximately $1.9 million, primarily as a result of the dissolution of a significant healthcare customer.

Our increase in services revenue in the year ended March 31, 2013, as compared with the same period in 2012, was primarily due to establishing stand-alone value for an increasing proportion of the services we perform during the year ended March 31, 2013, which allowed us to recognize the related revenue as the services were delivered rather than over the expected customer life. Approximately $16.9 million and $11.8 million of services revenue in the years ended March 31, 2013 and 2012, respectively, was recognized as delivered due to establishing stand-alone value that would have historically been recognized ratably.

Cost of Revenue

Cost of revenue is presented in the table below:

	YEAR ENDED MARCH 31,									2013 to 2014		2012 to 2013
	2014			2013			2012			%		%
	(In thousands)
Cost of revenue		$56,374			$47,575			$41,477		18	%	15	%
Gross margin	42		%	48		%	44		%

Cost of revenue increased during the year ended March 31, 2014, as compared to the same period in 2013, primarily due to an increase in revenue. Cost increases included an increase of $13.3 million in salaries and personnel-related expenses in connection with our customer support, implementation, solution deployment, on-boarding and data center operations fees. This increase was offset by a decrease of $8.8 million paid to Compuware and other third-party contractors to perform services on our behalf, primarily as a result of the transition of most Compuware personnel to Covisint during the year ended March 31, 2013. Cost increases also included an increase of $0.8 million in stock compensation expense.

Our gross margin decreased during the year ended March 31, 2014 as compared with the same period in 2013 due to an increase of $1.8 million related to the amortization of capitalized costs and purchased software, a decrease in the utilization rates of our personnel, providing service on billable projects. We have historically capitalized a significant portion of our research and development costs. As a result, amortization of capitalized research and development costs and purchased software accounted for $6.8 million and $4.9 million of the cost of revenue during the year ended March 31, 2014 and 2013, respectively.

Cost of revenue increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to an increase in revenue including a greater percentage of services revenue. Our gross margin increased during the year ended March 31, 2013, as compared with the same period in 2012, due to our use of less costly resources to deliver our services as well as economies of scale gained on our infrastructure and hosting costs. We also capitalized a significant portion of our research and development costs in prior periods. As a result, amortization of capitalized research and development costs and purchased software accounted for $4.9 million and $3.0 million of the cost of revenue during the years ended March 31, 2013 and 2012, respectively.

Research and Development

Research and development costs incurred, expensed and capitalized are presented in the table below:

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	YEAR ENDED MARCH 31,									2013 to 2014		2012 to 2013
	2014			2013			2012			%		%
	(In thousands)
Research and development costs incurred		$18,104			$17,378			$9,377		4	%	85	%
Capitalized internal software costs	(5,696		)	(13,579		)	(8,036		)	(58	)	69
Research and development costs expensed		$12,408			$3,799			$1,341		227	%	183	%
Percentage of total revenue:
Research and development costs incurred	19		%	19		%	13		%
Research and development costs expensed	13		%	4		%	2		%

Research and development costs incurred increased during the year ended March 31, 2014, as compared to the same period in 2013, primarily due to a $4.6 million increase in salaries and personnel-related expenses offset by a $5.4 million decrease in fees paid to Compuware and other third-party contractors for software development activities. The decline in fees paid to Compuware and other third-party contractors and increase in salaries and personnel-related expenses was primarily the result of the transition of most Compuware personnel to Covisint during the year ended March 31, 2013. Cost increases also include an increase of $0.7 million in stock compensation expense. We capitalized $5.7 million and $13.6 million of research and development costs during the years ended March 31, 2014 and 2013, respectively.

We decreased capitalization of our research and development costs during the year ended March 31, 2014 as compared to the same period in 2013 due to a recent change to the agile delivery methodology for platform enhancements, which resulted in significantly shorter development cycles thereby reducing our capitalized costs. This change increased the proportion of our research and development costs expensed relative to our research and development costs incurred.

Research and development costs incurred and expensed increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to a $4.2 million increase in fees paid to Compuware and other third-party contractors for software development activities and a $3.7 million increase in salaries and personnel-related expenses. We capitalized $13.6 million and $8.0 million of research and development costs during fiscal 2013 and 2012, respectively.

Sales and Marketing

Sales and marketing costs are presented in the table below:

	YEAR ENDED MARCH 31,									2013 to 2014		2012 to 2013
	2014			2013			2012			%		%
	(In thousands)
Sales and marketing		$35,250			$26,593			$22,544		33	%	18	%
Percentage of total revenue	36		%	30		%	30		%

Sales and marketing costs increased during the year ended March 31, 2014, as compared to the same period in 2013, primarily due to a $5.2 million increase in stock compensation expense and a $2.5 million increase in salaries and personnel-related expenses.

Sales and marketing costs increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to a $1.6 million increase in salaries and personnel-related expenses resulting from an increase in the number of sales and marketing personnel, and a $0.9 million increase in marketing program fees.

General and Administrative

General and administrative costs are presented in the table below:

	YEAR ENDED MARCH 31,									2013 to 2014		2012 to 2013
	2014			2013			2012			%		%
	(In thousands)
General and administrative		$28,676			$18,315			$12,583		57	%	46	%
Percentage of total revenue	30		%	20		%	17		%

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General and administrative costs increased during the year ended March 31, 2014, as compared to the same period in 2013, primarily due to a $9.1 million increase in stock compensation expense.

General and administrative costs increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to an increase of $3.3 million of allocated costs related to the services provided by our parent Compuware and the costs associated with the establishment of Covisint as an independent entity. In addition, there was a $2.2 million increase in legal and audit fees related to the separation from our parent in preparation for our IPO.

CRITICAL ACCOUNTING POLICIES

Basis of Presentation

The financial statements included in Item 8 of this Report do not reflect any changes that may occur in our future financing and operations. Our financial statements have been prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders' equity and the disclosure of contingencies at the applicable balance sheet date and the results of operations for all periods presented. While we have based our assumptions and estimates on the facts and circumstances existing at March 31, 2014, 2013 and 2012, final amounts may differ from estimates. Note 1 of the consolidated financial statements included in this report contains a summary of our significant accounting policies.

Effective January 1, 2013, Compuware contributed substantially all of the assets and liabilities related to the Covisint business to us. Prior to the contribution, we operated as a division within Compuware. Our financial statements reflect the assets, liabilities, revenue and expenses that were directly attributable to us as we operated within Compuware prior to the January 1, 2013 contribution of assets and liabilities and have been derived from the consolidated financial statements and accounting records of Compuware using the historical results of operations and historical basis of assets and liabilities for the Covisint operations of Compuware and as if the contribution had occurred at the commencement of Covisint operations. The historical financial results may not be indicative of the results that would have been achieved had we operated as a separate, stand-alone entity.

Prior to January 1, 2013, “group equity” was shown in lieu of shareholders' equity in our audited financial statements. All significant transactions between Compuware and the Company were included in our financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity and in the “group equity” in the combined and consolidated balance sheets. Since the January 1, 2013 contribution of the Covisint business to us, Compuware provided Covisint with short-term, non-interest bearing operating cash advances until the IPO. The net effect of these intercompany transactions is reflected in the statements of cash flows as financing activity and in “due to/from parent and affiliates” in the consolidated balance sheets.

Our financial statements include an allocation of certain corporate expenses including costs for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and executive management functions provided by Compuware. These allocations were primarily based on headcount, revenue and space occupied as a proportion of those in all Compuware operating units. We believe the allocations are reasonable. However, the expenses allocated to us for these services are not necessarily indicative of the expense that would have been incurred if we had been a separate, independent entity and had otherwise managed these functions. Corporate expenses charged to the Company are included in the “administrative and general” line item in the statements of comprehensive loss. The increase in allocation costs in fiscal 2014 was primarily due to costs associated with establishing Covisint as an independent entity. All such costs and expenses have, prior to the January 1, 2013 contribution of the Covisint business to us, been deemed to have been contributed by Compuware to us in the period in which the costs were recorded. Prior to January 1, 2013, allocations of current income taxes are deemed to have been remitted, in cash, to Compuware in the period the related income taxes were recorded. In connection with the contribution, Compuware and the Company have entered into a tax sharing agreement. Pursuant to this agreement the amount of taxes to be paid by us will be determined, subject to certain adjustments, as if we and each of our subsidiaries included in such Consolidated Group or Combined Group filed our own consolidated, combined, unitary or separate tax return. We will reimburse Compuware, or be reimbursed by Compuware, for intercompany transactions subsequent to the January 1, 2013 contribution of assets and liabilities. These costs and expenses have been deemed advances and have been recorded within the due from or due to parent and affiliates balance within the balance sheets. We do not anticipate any material allocation charges from Compuware after March 31, 2014.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” we are electing to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not

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take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable. In addition, we are in the process of evaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and our audited financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we no longer meet the requirements of being an “emerging growth company,” upon the earlier of (i) the first fiscal year after our annual gross revenues are $1 billion or more, (ii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, and (iii) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.

Revenue Recognition

We derive revenue through contracts under which we provide customers services including access to and support of our platform and services related to implementation, solution deployment and on-boarding. The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. In order for a transaction to be eligible for revenue recognition, the following revenue criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, and collectability is reasonably assured.

Signed agreements and binding purchase orders are used as evidence of an arrangement. For customers where a purchase order is used as evidence of an arrangement, master terms and conditions exist that govern such arrangements. We assess likelihood of cash collectability based on a number of factors including past collection history with the customer. If we determine that collectability is not reasonably assured, we defer the revenue until collectability becomes reasonably assured, generally upon receipt of cash. We assess whether the fee is fixed and determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Customers typically have the right to terminate their agreement if we fail to perform.

Our contracts may include subscription fees for ongoing PaaS operations and a project (services) fee. For arrangements that contain multiple elements, in accordance with Accounting Standards Codification ("ASC") Section 605 “Revenue Recognition,” the arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence, or VSOE, which represents the price when sold separately, if available; third-party evidence if VSOE is not available; or estimated selling price if neither VSOE nor third-party evidence is available. We are currently unable to establish VSOE or third-party evidence of selling price for our deliverables. Therefore, we determine our best estimate of selling price by evaluating renewal amounts included in a contract, if any, and estimated costs to deliver each element.

Our subscription and support fees are recognized ratably over the applicable service period. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the launch date of the customer’s access to our production environment or when all of the revenue recognition criteria have been met. We consider delivery to have occurred on the launch date, which is the point in time that a customer is provided access to use our platform.

During the year ended March 31, 2012, we established evidence of stand-alone value (based on other vendors providing similar services) for many of the services we perform. Prior to establishing evidence of stand-alone value for services, and for those projects that do not have stand-alone value, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). Services fees that have stand-alone value are recognized as delivered generally using a proportional performance methodology based on dependable estimates of hours incurred and expected hours to complete since these services are primarily performed on a fixed fee basis. Hours or costs incurred represent a reasonable surrogate for output measures of contract performance, including the presentation of deliverables to the client; therefore, hours or costs incurred are used as the basis for revenue recognition. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent.

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Deferred Costs

Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have stand-alone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue. In the event a customer contract with deferred cost is terminated in whole, or part, the Company recognizes the remainder of the amount recorded in deferred cost attributable to the terminated component of the contract.

Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets” as applicable in the balance sheets and recognized as “sales and marketing” expenses in the statements of comprehensive loss over the revenue recognition period of the related transaction.

Deferred Revenue

Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services provided and is recognized as services are delivered or over the expected period during which the customer will receive benefit. The Company generally invoices its customers’ subscription fees in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period and accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that the Company anticipates will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. The Company has generally received payment for the services for which the revenue has been deferred. Deferred revenue also includes contracts for which we have a contractually executed agreement and have invoiced the customer under the terms of the executed agreement but have not met all the revenue recognition criteria and/or have concluded that revenue should be recognized on cash basis, as collectibility of the invoiced amounts is not reasonably assured. In the event a customer contract with deferred revenue is terminated in whole, or part, the Company recognizes the remainder of the amount recorded in deferred revenue attributable to the terminated component of the contract.

Capitalized Software

Capitalized software includes the costs of purchased and internally developed software products capitalized in accordance with ASC 350-40, “Internal Use Software,” and software technology purchased through acquisitions and is stated at unamortized cost. In fiscal year 2014 we capitalized a smaller portion of our research and development costs as compared to prior periods as a result of a recent change to the agile delivery methodology for our platform enhancements, which is expected to result in significantly shorter development cycles thereby reducing our capitalized costs.

Capitalized and purchased software costs are amortized on a straight-line basis over the expected useful life of the software, which is generally five years. Amortization begins when the software technology is ready for its intended use. Refer to Note 3. Goodwill, Capitalized Software and Intangible Assets for further information.

Capitalized software is reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized software, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. We have not had any impairment charges related to capitalized software.

Research and Development

For development costs related to our PaaS offering, we follow the guidance set forth in ASC350-40 which requires companies to capitalize qualifying computer software costs, which are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Goodwill and Other Intangible Assets

We are required to assess goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may exceed the fair value.

The performance test involves a two-step process. Step 1 of the impairment test involves comparing the fair value of the reporting unit with its aggregate carrying value, including goodwill. Application of the goodwill and other intangibles impairment test requires judgment, including the determination of the fair value of the reporting unit. The fair value of the reporting unit is computed using our market capitalization. If the carrying amount of the reporting unit exceeds its fair value, the Company performs Step 2 of the goodwill and other intangibles impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Under such evaluation, if the carrying amount

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of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the impairment loss is recognized as an operating expense in an amount equal to that excess.

The estimates used to calculate the fair value of the reporting unit change from year to year based on operating results, market conditions and estimated future cash flows. While we believe that the assumptions and estimates used to determine the estimated fair values of our reporting unit are reasonable, a change in assumptions underlying these estimates could materially affect the determination of fair value and goodwill impairment.

At March 31, 2014, we were not at risk of failing Step 1 of our goodwill and other intangibles impairment analysis since the estimated fair value of our single reporting unit was substantially in excess of its carrying value.

Income Taxes

Income taxes are presented on a separate return basis. Prior to January 1, 2013, the Covisint results of operations have been included in the consolidated, combined, unitary or separate income tax returns of Compuware. Income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying business. Changes in estimates of projected future operating results or in assumptions regarding our ability to generate future taxable income during the periods in which temporary differences are deductible could result in significant changes to these tax liabilities and, therefore, to our net income.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a variety of jurisdictions across our global operations.

We recognize tax benefits from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

We recognize tax liabilities in accordance with ASC 740 “Income Taxes” and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of such tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

For additional information regarding these matters, refer to Note 5. Income Taxes of the audited combined and consolidated financial statements.

STOCK-BASED COMPENSATION

Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award.

Compuware Corporation Stock Compensation

Under the agreements between the Company and Compuware, Covisint records compensation expense for the Compuware stock compensation granted Covisint employees, including the stock options in Compuware’s common stock. Compuware calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of Compuware’s common stock over the most recent period commensurate with the expected life of the stock option granted. Compuware uses historical volatility because management believes such volatility is representative of

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prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded.

The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the years ended March 31, 2014, 2013 and 2012:

	YEAR ENDED MARCH 31,
	2014	2013	2012
Expected volatility	39.11%	40.97%	39.96%
Risk-free interest rate	1.67%	0.96%	1.65%
Expected lives at date of grant (in years)	6.20	6.30	5.80
Weighted average fair value of the options granted	$2.63	$4.08	$3.96
Dividend Yield Assumption	4.46%	0.00%	0.00%

(1) In January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually, to be paid quarterly beginning in the first quarter of fiscal 2014. Prior to that, Compuware had never paid a dividend or announced any intentions to pay a dividend.

Covisint Corporation Stock Compensation

We calculate the fair value of our stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. Because we have limited historical stock price data, the expected volatility assumption is based on an average of the historical volatility of comparable companies, or peer group companies. For peer group companies that have not been publicly traded long enough to have sufficient historical data, the volatility figures included in these companies’ most recent Form 10-Qs or Form 10-Ks were used. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted, as we have never issued cash dividends and do not anticipate issuing cash dividends in the future.

Prior to the IPO, our stock was not traded on a stock exchange, and thus the exercise price for Covisint stock options at the date of grant was determined by calculating the estimated fair market value of our Company divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of our Company was measured using an equal combination of discounted cash flow and market comparable valuations and was discounted due to a lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant assumptions, including projected future cash flows, a discount rate reflecting the risk inherent in future cash flows and a terminal growth rate. The key assumptions in the market comparable value analysis are the selection of peer group companies and application of these peer group companies’ data to Covisint.

LIQUIDITY AND CAPITAL RESOURCES

Net proceeds received from the IPO were $68.4 million. This cash inflow was partially offset by the related party balance due Compuware at September 30, 2013 of $10.9 million and $0.7 million increase in cash paid for IPO costs. We used, and intend to continue to use, net proceeds, together with the cash generated from operations, to fund our current operations, repay short-term intercompany payables owed to our parent, Compuware, implement our growth strategies and fund capital expenditures.

In summary, our cash flows were:

43

	YEAR ENDED MARCH 31,
	2014			2013			2012
Combined and Consolidated Statement of Cash Flows Data:
Net cash provided by (used in) operating activities		($8,336	)		($5,202	)		$543
Net cash used in investing activities	(9,237		)	(14,525		)	(10,408		)
Net cash provided by financing activities	66,111			20,705			9,865
Effect of exchange rate	32			(12		)	0
Net change in cash		$48,570			$966			$0

The consolidated statements of cash flows included in this report compute net cash from operating activities using the indirect cash flow method. Therefore, non-cash adjustments and net changes in assets and liabilities (net of effects from acquisitions and currency fluctuations) are adjusted from net income to derive net cash from operating activities.

Cash Flows from Operating Activities

Cash provided by operating activities decreased for the year ended March 31, 2014, as compared to the same period in 2013, as a result of a $7.9 million increase to the our research and development costs during the year ended March 31, 2014 as compared to the same period in 2013 due to a recent change to the agile delivery methodology for platform enhancements, which resulted in significantly shorter development cycles thereby reducing our capitalized costs. These costs were historically capitalized and recorded as cash used in investing activities.

Cash Flows from Investing Activities

Cash used in investing activities typically consists of the purchase of property and equipment associated with our infrastructure and the capitalization of software research and development costs related to expanding our cloud-based platform. Cash used in investing activities decreased for the year ended March 31, 2014, as compared with the same period in 2013, primarily due to a $7.9 million decrease in cash paid for capitalized research and development.

Cash Flows from Financing Activities

On October 1, 2013, we completed our IPO resulting in net proceeds of approximately $68.4 million.  Of such amount, approximately $10.9 million were used to repay short-term intercompany payables owed to our parent, Compuware, which arose subsequent to Compuware’s contribution of assets and liabilities to us as of January 31, 2013.  A portion of such net proceeds, together with cash generated from our operations, has been used to fund current operations, implement our growth strategies and fund capital expenditures.  While we may pursue the acquisition of companies with complementary products and technologies that we believe will enhance our suite of offerings, we do not have agreements or commitments for any specific acquisitions at this time.

Prior to January 1, 2013, as an operating unit within Compuware, we did not maintain separate cash accounts. All cash receipts and payments were reported on a net basis as “Net investment from parent company" presented within financing activities. Since the January 1, 2013 contribution of the business, all significant transactions between Compuware and us were included in the condensed, combined and consolidated financial statements and were or are expected to be settled in cash. The gross activity of these cash transactions with our parent is reflected in the condensed, combined and consolidated statements of cash flows as a financing activity presented as "Cash payments from/to parent company."

Cash provided by financing activities increased to $66.1 million for the year ended March 31, 2014, from $20.7 million for the year ended March 31, 2013, primarily due to the net proceeds received from the IPO of $68.4 million. This cash inflow was partially offset by the related party cash transactions with our parent and $0.7 million increase in cash paid for IPO costs. We expect cash generated from operations and the remaining net proceeds of our IPO will be sufficient to meet our working capital needs and support general corporate purposes for at least the twelve months following March 31, 2014.

RECENTLY ISSUED ACCOUNTING PRONOUCEMENTS

44

New accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued, but not yet adopted by us, will not significantly affect our results. The related accounting pronouncements are included in Note 1 of the notes to the combined and consolidated financial statements appearing elsewhere in this report.

CONTRACTUAL OBLIGATIONS

At March 31, 2014, we occupied office space within facilities owned and leased by Compuware. We had not entered into commitments related to space occupied within Compuware facilities; however, the expenses allocated or charged to us include costs associated with such facilities. We entered into standalone operating lease agreements for our Shanghai, Frankfurt and Detroit locations in the first quarter of our fiscal year 2015. We have no other fixed contractual payment obligations with a term greater than one year, including long term debt, capital leases, operating leases, purchase obligations or other long term liabilities.

OFF-BALANCE SHEET ARRANGEMENTS

We currently do not have any off balance sheet or non-consolidated special purpose entity arrangements as defined by the applicable SEC rules.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed primarily to market risks associated with foreign currency exchange rates. We do not use derivative financial instruments or forward foreign exchange contracts for investment, speculative or trading purposes. We believe our foreign currency risk is minimal as 86%, 85%, and 86% of our revenue was based in U.S. dollars for the years ended March 31, 2014, 2013 and 2012, respectively. In addition, we have no long-term assets or liabilities in foreign currencies. We do not have a material exposure to market risk with respect to investments.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Covisint Corporation

Detroit, Michigan

We have audited the accompanying consolidated balance sheets of Covisint Corporation and subsidiaries and the Covisint Operations of Compuware Corporation (the "Company") as of March 31, 2014 and 2013, and the related combined and consolidated statements of comprehensive loss, shareholders’ and group equity, and cash flows for each of the three years in the period ended March 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, prior to January 1, 2013, the accompanying combined and consolidated financial statements have been prepared from separate records maintained by Compuware Corporation and may not necessarily be indicative of the financial condition, or results of operations and cash flows that would have existed had the Company been operated as a stand-alone company during the periods prior to January 1, 2013 presented.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

May 30, 2014

46

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In Thousands)

	MARCH 31, 2014			MARCH 31, 2013
ASSETS
CURRENT ASSETS:
Cash		$49,536			$966
Accounts receivable, net	21,838			25,386
Deferred tax asset, net	1,017			2,011
Due from parent and affiliates	2,813			—
Other current assets	5,983			5,517
Total current assets	81,187			33,880
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION	4,751			2,654
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET	23,040			24,447
OTHER:
Goodwill	25,385			25,385
Deferred costs	6,188			9,738
Deferred tax asset, net	131			146
Other assets	766			1,808
Total other assets	32,470			37,077
TOTAL ASSETS		$141,448			$98,058
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		$3,893			$2,440
Accrued commissions	1,640			1,982
Deferred revenue	16,606			16,989
Accrued expenses	3,752			2,921
Due to parent and affiliates	—			7,556
Total current liabilities	25,891			31,888
DEFERRED REVENUE	11,223			18,188
ACCRUED LIABILITIES	56			271
DEFERRED TAX LIABILITY, NET	2,668			4,817
Total liabilities	39,838			55,164
COMMITMENTS AND CONTINGENCIES	—			—
SHAREHOLDERS' EQUITY:
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding	—			—
Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 37,490,500 (30,003,000 issued and outstanding as of March 31, 2013)	—			—
Additional paid-in capital	140,569			46,186
Retained deficit	(38,947		)	(3,289		)
Accumulated other comprehensive income (loss)	(12		)	(3		)
Total shareholders' equity	101,610			42,894
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$141,448			$98,058

See notes to combined and consolidated financial statements.

47

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In Thousands, Except Per Share Data)

	YEAR ENDED MARCH 31,
	2014			2013			2012
REVENUE		$97,135			$90,732			$74,675
COST OF REVENUE	56,374			47,575			41,477
GROSS PROFIT	40,761			43,157			33,198
OPERATING EXPENSES:
Research and development	12,408			3,799			1,341
Sales and marketing	35,250			26,593			22,544
General and administrative	28,676			18,315			12,583
Total operating expenses	76,334			48,707			36,468
LOSS BEFORE INCOME TAX PROVISION	(35,573		)	(5,550		)	(3,270		)
INCOME TAX PROVISION	85			98			57
NET LOSS		($35,658	)		($5,648	)		($3,327	)
Basic and diluted loss per share		($1.06	)		($0.19	)		($0.11	)
OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustments		($9	)		($3	)		$—
TAX ATTRIBUTES OF ITEMS IN OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments	—			—			—
OTHER COMPREHENSIVE LOSS, NET OF TAX	(9		)	(3		)	—
COMPREHENSIVE LOSS		($35,667	)		($5,651	)		($3,327	)

See notes to combined and consolidated financial statements.

48

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS' AND GROUP EQUITY

YEAR ENDED MARCH 31, 2014, 2013, and 2012

(In Thousands, Except Share Data)

	Common Stock			Group Equity			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income(Loss)			Total Shareholders' Equity
	Shares	Amount
BALANCE AT MARCH 31, 2011	30,003,000		$—		$25,435			$—			$—			$—			$25,435
Net loss				(3,327		)										(3,327		)
Investment by parent company				9,865												9,865
Parent contribution of stock awards and related taxes, net				1,092												1,092
BALANCE AT MARCH 31, 2012	30,003,000	—		33,065						—			—			33,065
Net loss				(2,359		)				(3,289		)				(5,648		)
Investment by parent company				12,881												12,881
Transfers from parent company							970									970
Parent contribution of stock awards				1,105			524									1,629
Foreign currency translation													(3		)	(3		)
Parent contribution of business operations, net				(44,692		)	44,692									—
BALANCE AT MARCH 31, 2013	30,003,000	—		—			46,186			(3,289		)	(3		)	42,894
Net loss										(35,658		)				(35,658		)
Parent contribution of stock awards and related taxes, net (Note 5)							(1,589		)							(1,589		)
Covisint stock option expense (Note 7)							18,996									18,996
Covisint stock option exercise	127,500						332									332
Income tax items (Note 5)							10,322									10,322
Foreign currency translation													(9		)	(9		)
IPO proceeds received, net of offering costs	7,360,000						66,322									66,322
BALANCE AT MARCH 31, 2014	37,490,500		$—		$—			$140,569			($38,947	)		($12	)		$101,610

See notes to combined and consolidated financial statements.

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COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	YEAR ENDED MARCH 31,
	2014			2013			2012
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net loss		($35,658	)		($5,648	)		($3,327	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
Depreciation and amortization	8,678			6,617			4,789
Deferred income taxes	4			(613		)	1,302
Stock award compensation	17,475			1,629			1,092
Other	—			60			40
Net change in assets and liabilities:
Accounts receivable	3,618			(4,676		)	(6,875		)
Other assets	3,414			3,386			(3,245		)
Accounts payable and accrued expenses	1,543			881			1,129
Deferred revenue	(7,410		)	(6,838		)	5,638
Net cash provided by (used in) operating activities	(8,336		)	(5,202		)	543
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of:
Property and equipment	(3,541		)	(946		)	(2,372		)
Capitalized software	(5,696		)	(13,579		)	(8,036		)
Net cash used in investing activities	(9,237		)	(14,525		)	(10,408		)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Net investment from parent company	—			12,881			9,865
Cash payments from parent company	65,746			29,135			—
Cash payments to parent company	(67,003		)	(20,597		)	—
Proceeds from initial public offering	68,448			—			—
Initial public offering costs	(1,412		)	(714		)	—
Net proceeds from exercise of stock awards	332			—			—
Net cash provided by financing activities	66,111			20,705			9,865
EFFECT OF EXCHANGE RATE CHANGES ON CASH	32			(12		)	—
NET CHANGE IN CASH	48,570			966			—
CASH AT BEGINNING OF YEAR	966			—			—
CASH AT END OF YEAR		$49,536			$966			$—

See notes to combined and consolidated financial statements.

50

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Covisint Corporation (the “Company”, “Covisint”, “we”, “our” and “us”) provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs. We have been recognized as a leader in the emerging cloud engagement market due to our market share, technical capabilities and history of successful deployments.

Our cloud engagement platform is offered as a service, commonly referred to as Platform-as-a-Service (PaaS), and combines robust, cloud-based identity management, portal, data exchange, integration and application development capabilities. Our platform integrates with on-premise and hosted enterprise systems, as well as other cloud-based data sources, and can be deployed quickly, scaled to millions of users, and configured to address our customers’ specific organizational requirements, including workflows, content and branding.

We deliver our platform through industry-specific solutions that address external mission-critical business processes common to companies across our target industries. To date, we have focused our solutions on the global automotive, healthcare and energy industries, in which the secure sharing of complex and distributed data is of particular importance. We are actively working to expand our platform to a wide range of industries which we believe have a significant opportunity to leverage our platform to enable external mission-critical business processes and to improve collaboration with external parties such as customers, business partners and suppliers.

Basis of Presentation

The accompanying combined and consolidated financial statements (“financial statements”) include the accounts of Covisint Corporation, a Michigan corporation majority-owned by Compuware Corporation (“Compuware” or the “Parent”), and the Covisint segment of Compuware (combined operations are referred to as the “Company” or “Covisint”). Effective January 1, 2013, Compuware contributed substantially all of the assets and liabilities of the Covisint segment to Covisint Corporation (“January 2013 Contribution”). The financial statements reflect the assets, liabilities, revenues and expenses that were directly attributable to the Company as it operated within Compuware prior to the January 2013 Contribution, and they have been derived from the consolidated financial statements and accounting records of Compuware using the historical results of operations and historical basis of assets and liabilities for the Covisint operations of Compuware. The historical financial results may not be indicative of the results that would have been achieved had Covisint operated as a separate, stand-alone entity. These financial statements, prior to the January 2013 Contribution, were prepared on a combined basis because the operations were under common control.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity and the disclosure of contingencies at March 31, 2014 and 2013 and the results of operations for the years ended March 31, 2014, 2013 and 2012. While management has based their assumptions and estimates on the facts and circumstances existing at March 31, 2014, final amounts may differ from estimates.

In September 2013, the Company completed its initial public offering (“IPO”) in which it issued and sold 7.4 million shares of its common stock at a public offering price of $10.00 per share. The Company received net proceeds of $68.4 million after deducting underwriting discounts and commissions of $5.2 million.

Previously the “group equity” was shown in lieu of shareholders' equity in the combined and consolidated financial statements. All significant transactions between Compuware and the Company were included in the combined and consolidated financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity and in the “group equity” in the combined and consolidated balance sheets. From the January 2013 Contribution to the IPO, Compuware provided Covisint with short-term, non-interest bearing operating cash advances. The net effect of these intercompany transactions is reflected in the combined and

51

consolidated statements of cash flows as financing activity and in “due to/from parent and affiliates” in the consolidated balance sheets.

The financial statements include an allocation of certain corporate expenses including costs for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and executive management functions provided to the Company by Compuware. These allocations were primarily based on headcount, revenue and space occupied as a proportion of those in all Compuware operating units. Management believes the allocations are reasonable. However, the expenses allocated to the Company for these services are not necessarily indicative of the expense that would have been incurred if the Company had been a separate, independent entity and had otherwise managed these functions. Corporate expenses charged to the Company by Compuware totaled $10.6 million, $10.8 million and $7.5 million for the years ended March 31, 2014, 2013 and 2012, respectively. Through December 31, 2012, such costs and expenses were deemed to have been contributed by Compuware to Covisint in the period in which the costs were recorded. Since January 1, 2013, these expenses have been included in the net amount due to parent and affiliates. We do not anticipate any material allocation charges from Compuware after March 31, 2014.

On May 23, 2013, the Company’s board of directors approved a 30-for-1 stock split of the Company’s common shares and amended its articles of incorporation to increase the authorized shares of the Company’s common stock from 9,000,000 to 50,000,000 and to increase the authorized shares of the Company’s preferred stock from 1,000,000 to 5,000,000. The stock split was in the form of a stock dividend, where holders of common shares issued by the Company and outstanding as of the date of the stock dividend received 29 newly issued common shares of the Company for each common share of the Company held at such date. The effect of the stock split has been retroactively reflected in these financial statements.

Revenue Recognition

The Company derives revenue through contracts under which it provides customers services including access to and support of the Covisint platform (“subscription”) and services related to implementation, solution deployment and on-boarding (“services”). The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. In order for a transaction to be eligible for revenue recognition, the following revenue criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured.

Signed agreements and binding purchase orders are used as evidence of an arrangement. For customers where a purchase order is used as evidence of an arrangement, master terms and conditions exist that govern such arrangements. The Company assesses cash collectibility based on a number of factors including past collection history with the customer. If the Company determines that collectibility is not reasonably assured, the Company defers the revenue until collectibility becomes reasonably assured, generally upon receipt of cash. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Customers typically have the right to terminate their agreement if the Company fails to perform.

The Company’s contracts may include a subscription fee for ongoing platform as a service (“PaaS”) operations and project (services) fees. For arrangements that contain multiple elements, in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” the arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence (“VSOE” which represents the price when sold separately) if available; third-party evidence if VSOE is not available; or estimated selling price if neither VSOE nor third-party evidence is available. The Company is currently unable to establish VSOE or third-party evidence of selling price for its deliverables. Therefore, the Company determines its best estimate of selling price by evaluating renewal amounts included in a contract, if any, and estimated costs to deliver each element.

The subscription fees are recognized ratably over the applicable service period. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the “launch date” of the customers’ access to the Company’s production environment or when all of the revenue recognition criteria have been met. The Company considers delivery to have occurred on the “launch date”, which is the point in time that a customer is provided access to use the Company’s platform.

During fiscal 2012, the Company established evidence of stand-alone value based on other vendors providing similar services for many of the services it offers. Prior to establishing evidence of stand-alone value for services, and for those projects that do not currently have stand-alone value, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). Services that have stand-alone value are recognized as delivered generally using a proportional performance methodology based on dependable estimates of hours incurred and expected hours to complete since these services are primarily performed on a fixed fee basis. Hours or costs incurred represent a reasonable surrogate for output measures of contract performance, including the presentation of deliverables to the client; therefore, hours or costs incurred are used as the basis for revenue recognition. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent.

52

Deferred Costs

Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have stand-alone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue. In the event a customer contract with deferred cost is terminated in whole, or part, the Company recognizes the remainder of the amount recorded in deferred cost attributable to the terminated component of the contract.

Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets” as applicable in the condensed and consolidated balance sheets and recognized as “sales and marketing” expenses in the financial statements over the revenue recognition period of the related transaction.

Deferred Revenue

Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services provided and is recognized as services are delivered or over the expected period during which the customer will receive benefit. The Company generally invoices its customers’ subscription fees in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period and accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that the Company anticipates will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. The Company has generally received payment for the services for which the revenue has been deferred. Deferred revenue also includes contracts for which we have a contractually executed agreement and have invoiced the customer under the terms of the executed agreement but have not met all the revenue recognition criteria and/or have concluded that revenue should be recognized on cash basis, as collectibility of the invoiced amounts is not reasonably assured. In the event a customer contract with deferred revenue is terminated in all, or part, the Company recognizes the remainder of the amount recorded in deferred revenue attributable to the terminated component of the contract.

Collection and Remittance of Taxes

The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its financial statements.

Cash and Cash Equivalents

The Company considers all investments with an original maturity of three months or less to be cash equivalents.

Cost of Revenue

Consists of compensation and related expenses for infrastructure and operations staff, payments to outside service providers, data center costs related to hosting the Company’s software and amortization of capitalized software.

Allowance for Doubtful Accounts

The Company considers historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates of collectibility.

The following table summarizes the allowance for doubtful accounts and changes to the allowance during the years ended March 31, 2014, 2013 and 2012 (in thousands):

Allowance for Doubtful Accounts:	Balance at Beginning of Period	Charged to Income	Accounts Charged Against the Allowance	Balance at End of Period
Year ended March 31, 2014	$58	$108	$2	$164
Year ended March 31, 2013	$97	$—	$39	$58
Year ended March 31, 2012	$155	$94	$152	$97

Property and Equipment

53

Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be three to ten years for furniture and fixtures, computer equipment and software.

Capitalized Software

Includes the costs of purchased and internally developed software products capitalized in accordance with ASC 350-40, “Internal Use Software” and software technology purchased through acquisitions and is stated at unamortized cost. Net purchased software included in capitalized software was $0.6 million and $0.9 million as of March 31, 2014 and March 31, 2013, respectively.

Capitalized and purchased software costs are amortized on a straight line basis over the expected useful life of the software, which is generally five years. Amortization begins when the software technology is ready for its intended use. Amortization expense was $6.8 million, $4.9 million and $3.0 million for the years ended March 31, 2014, 2013 and 2012, respectively. Amortization expenses are included in “cost of revenue” in the financial statements.

Capitalized software is reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized software, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. Covisint has not had any impairment charges related to capitalized software.

Research and Development

For development costs related to the Company’s PaaS offering, the Company follows the guidance set forth in ASC 350-40 which requires companies to capitalize qualifying computer software development costs, which are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Research and development costs include primarily the cost of programming personnel and amounted to $18.1 million, $17.4 million and $9.4 million for the years ended March 31, 2014, 2013 and 2012, respectively, of which $5.7 million, $13.6 million and $8.0 million respectively, was capitalized as internally developed software technology.

Goodwill and Other Intangible Assets

Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31 or more frequently if management believes indicators of impairment exist. With respect to goodwill, the carrying value of the Company's single reporting unit is compared to its fair value, and when the carrying value exceeds the fair value, the carrying value of the goodwill is reduced to implied fair value. The impairment test involves a two-step process with Step 1 comparing the fair value of the reporting unit with its aggregate carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs Step 2 of the goodwill impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. All operations of the Company are in a single reporting unit that was evaluated in the annual impairment assessment. There were no impairments of goodwill or other intangible assets in any of the periods presented in the combined and consolidated financial statements.

Income Taxes

The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of Compuware’s consolidated group (“Consolidated Group”), the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after the January 2013 Contribution.

Income taxes are presented herein on a separate return basis even though the Company’s results of operations have historically been included in the consolidated, combined, unitary or separate income tax returns of Compuware. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating losses and tax credits using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability. If it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

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Certain net operating losses ("NOL") and tax credits generated by the Company have been utilized by our parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the NOL or tax credits generated by Covisint and utilized by Compuware. In as much as Compuware has paid cash for these NOL and tax credits, the Company has already realized the economic benefit. Covisint has received the economic benefit of these NOL and tax credits through a reduction of the due to parent and affiliates (for the amount of benefit realized by Compuware) which is reported as an equity contribution from Compuware to Covisint in the accompanying balance sheets.

Interest and penalties related to uncertain tax positions are included in the income tax provision.

Foreign Currency Translation

The Company’s foreign operations use their respective local currency as their functional currency. Assets and liabilities of foreign subsidiaries are minimal and are generally short term in nature. Such assets and liabilities in the financial statements have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations.

Stock-Based Compensation

Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award, for awards that vest strictly based on time, and on a straight-line basis over the requisite service period of the individual tranches of the award for awards with performance conditions.

Compuware Corporation Stock Compensation Awards

Certain Covisint employees have been granted stock options to purchase Compuware common stock, and under the agreements between the Company and Compuware, Covisint records the compensation expense relating to these stock options to purchase Compuware common stock. Compuware calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of Compuware’s common stock over the most recent period commensurate with the expected life of the stock option granted. Compuware uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded.

The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the years ended March 31, 2014, 2013 and 2012.

	YEAR ENDED MARCH 31,
	2014	2013	2012
Expected volatility	39.11%	40.97%	39.96%
Risk-free interest rate	1.67%	0.96%	1.65%
Expected lives at date of grant (in years)	6.20	6.30	5.80
Weighted average fair value of the options granted	$2.63	$4.08	$3.96
Dividend Yield Assumption (1)	4.46%	0.00%	0.00%

(1) In January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually, to be paid quarterly beginning in the first quarter of fiscal 2014. Prior to that, Compuware had never paid a dividend or announced any intentions to pay a dividend.

Covisint Corporation Stock Compensation Awards

Covisint calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. Following the IPO on September 26, 2013, Covisint does not have extensive historical stock price data, therefore, the expected volatility assumption is based on an average of the historical volatility of comparable companies (“peer group companies”). For peer group companies that have not been publicly traded long enough to have sufficient historical data, the volatility figures included in these companies’ most recent Form 10-Qs or Form 10-Ks were used. The risk-free interest rate assumption is based upon observed interest rates appropriate

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for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted as Covisint has never issued cash dividends and does not anticipate issuing cash dividends in the future.

Prior to the IPO, Covisint stock was not traded on a stock exchange and thus the exercise price of Covisint stock options at the date of grant was determined by calculating the estimated fair market value of the Company divided by the total shares outstanding, including outstanding stock options that had not yet vested. The estimated fair market value of the Company was measured using an equal combination of discounted cash flow and market comparable valuations and was discounted due to a lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant assumptions, including projected future cash flows, a discount rate reflecting the risk inherent in future cash flows and a terminal growth rate. The key assumptions in the market comparable value analysis are the selection of peer group companies and application of these peer group companies’ data to Covisint.

The estimates used to calculate the fair value of the Company may change from year to year based on operating results, market conditions and estimated future cash flows. While the Company believes that the assumptions and estimates used to determine the estimated fair value of stock options granted are reasonable, a change in assumptions underlying these estimates could materially affect the determination of the fair value of the Covisint business, and could therefore materially impact the estimated fair value of a share of Covisint stock.

Assumptions used in measuring Covisint options granted, and the weighted average fair value of options granted, in fiscal 2014, 2013 and 2012 were:

	YEAR ENDED MARCH 31,
	2014	2013	2012
Expected volatility	49.99%	53.64%	54.85%
Risk-free interest rate	1.85%	1.02%	1.41%
Expected lives at date of grant (in years)	6.01	5.60	6.80
Weighted average fair value of the options granted	$5.86	$4.47	$3.40

Business Segments— The Company operates in a single reportable segment. Sales are heavily weighted toward North American automotive companies.

Significant Customers – A single customer, in the automotive industry, comprised 26 percent, 33 percent and 35 percent of total revenue during the years ended March 31, 2014, 2013 and 2012, respectively. The same automotive customer comprised 18 percent and 30 percent of outstanding accounts receivable as of March 31, 2014 and March 31, 2013, respectively. A second customer, which is a reseller to customers in the healthcare industry, comprised 12 percent of total revenue during the years ended March 31, 2014 and 2013 and less than 10 percent of outstanding accounts receivables and revenue for all prior years.

Geographical Information— Financial information regarding geographic operations is presented in the table below (in thousands):

	YEAR ENDED MARCH 31,
	2014	2013	2012
Revenue:
United States	$83,308	$77,499	$64,091
International operations	13,827	13,233	10,584
Total	$97,135	$90,732	$74,675

	MARCH 31, 2014		MARCH 31, 2013
Long-lived assets:
United States		$51,552		$51,019
International operations	505		—
Total		$52,057		$51,019

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Long-lived assets are comprised of property, plant and equipment, goodwill and capitalized software.

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company plans to adopt this ASU in fiscal 2015 and does not expect it to have a significant impact on the Company’s financial statements.

The Company has evaluated recent pronouncements through ASU 2014-08 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows. 

2.     PROPERTY AND EQUIPMENT

Property and equipment, summarized by major classification, is as follows (in thousands):

	MARCH 31,
	2014		2013
Computer equipment and software		$14,368		$11,353
Furniture and fixtures	641		75
		$15,009		$11,428
Less accumulated depreciation and amortization	10,258		8,774
Net property and equipment		$4,751		$2,654

Depreciation of property and equipment totaled $1.6 million, $1.2 million and $1.3 million for the years ended March 31, 2014, 2013 and 2012, respectively.

3.        GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS

The components of the Company’s intangible assets are as follows (in thousands):

	MARCH 31, 2014
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$48,989		($27,067	)		$21,922
Customer relationship agreements(3)	4,715		(3,955		)	760
Trademarks(4)	340		(340		)	—
Total amortizing intangible assets		$54,044		($31,362	)		$22,682

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	MARCH 31, 2013
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks(1)		$358					$358
Amortizing intangible assets:
Capitalized software(2)		$43,294		($20,314	)		$22,980
Customer relationship agreements(3)	4,715		(3,646		)	1,069
Trademarks(4)	340		(300		)	40
Total amortizing intangible assets		$48,349		($24,260	)		$24,089

_____________________________________________________

(1) The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. These trademarks are deemed to have an indefinite life and therefore are not being amortized.

(2) Amortization of capitalized software is included in “cost of revenue” in the financial statements. Capitalized software is generally amortized over five years.

(3) Amortization of customer relationship agreements is included in “sales and marketing” in the financial statements. Customer relationship agreements were acquired as part of acquisitions and are being amortized over periods up to six years.

(4) Amortization of trademarks is included in “general and administrative” in the financial statements. Trademarks were acquired as part of acquisitions and are being amortized over three years.

Amortization of intangible assets was $7.1 million, $5.4 million and $3.5 million for the years ended March 31, 2014, 2013, and 2012, respectively. Estimated future amortization, based on recorded intangible assets at March 31, 2014, is expected to be as follows (in thousands):

	AT MARCH 31, 2014 FOR THE YEAR ENDING MARCH 31,
	2015		2016		2017		2018		2019
Capitalized software		$6,862		$6,068		$5,119		$3,080		$775
Customer relationships	308		308		144		—		—
Total		$7,170		$6,376		$5,263		$3,080		$775

Impairment Evaluation

The Company evaluated its goodwill and other indefinite-lived intangible assets as of March 31, 2014 and 2013. There were no impairments recorded during fiscal years 2014, 2013 or 2012.

4.        LOSS PER COMMON SHARE

Basic earnings per common share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding using the treasury method. Earnings per share are presented below as if Covisint Corporation and the Covisint Operations of Compuware had been combined for all periods presented.

EPS data were computed as follows (in thousands, except for per share data):

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	YEAR ENDED MARCH 31,
	2014			2013			2012
Basic loss per share:
Numerator: Net loss		($35,658	)		($5,648	)		($3,327	)
Denominator:
Weighted-average common shares outstanding	33,774			30,003			30,003
Basic loss per share		($1.06	)		($0.19	)		($0.11	)
Diluted loss per share:
Numerator: Net loss		($35,658	)		($5,648	)		($3,327	)
Denominator:
Weighted-average common shares outstanding	33,774			30,003			30,003
Dilutive effect of stock awards	—			—			—
Total shares	33,774			30,003			30,003
Diluted loss per share		($1.06	)		($0.19	)		($0.11	)

Stock awards to purchase approximately 4,350,000, 3,630,000 and 3,870,000 shares for the years ended March 31, 2014, 2013 and 2012 respectively, were excluded from the diluted EPS calculation because they were anti-dilutive.

5.     INCOME TAXES

The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of the Consolidated Group, the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after the January 2013 Contribution.

Taxable income and/or loss generated by the Company has been included in the consolidated, combined, or unitary income tax returns of Compuware. Income taxes in the accompanying financial statements have been allocated as if the Covisint business were held in a separate corporation which filed separate income tax returns. The Company believes the assumptions underlying its allocation of income taxes on a separate return basis are reasonable. However, the amounts allocated for income taxes in the accompanying financial statements are not necessarily indicative of the actual amount of income taxes that would have been recorded had Covisint been a separate stand alone tax paying entity.

Income tax provision

(Loss) before income tax provision includes the following (in thousands):

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	YEAR ENDED MARCH 31,
	2014			2013			2012
(Loss) before income tax provision:
U.S.		($35,961	)		($5,853	)		($3,540	)
Foreign	388			303			270
Total (loss) before income tax provision		($35,573	)		($5,550	)		($3,270	)
	YEAR ENDED MARCH 31,
	2014			2013			2012
Income tax provision:
Current:
U.S. Federal		$—			$—			$—
Foreign	86			97			105
U.S. State	—			—			129
Total current tax provision		$86			$97			$234
Deferred:
U.S. Federal		$—			$—			$9
Foreign	(1		)	1			(7		)
U.S. State	—			—			(179		)
Total deferred tax provision (benefit)		($1	)		$1			($177	)
Total income tax provision		$85			$98			$57

The Company’s income tax provision differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35 percent for the following reasons (in thousands):

	YEAR ENDED MARCH 31,
	2014			2013			2012
Federal income tax at statutory rates		($12,451	)		($1,942	)		($1,145	)
Increase (decrease) in taxes:
State income taxes, net	(1,314		)	(213		)	(166		)
Foreign tax rate differential	(37		)	(26		)	(18		)
Taxes relating to foreign operations	26			(19		)	92
Settlement of prior year tax matters	—			—			(34		)
Tax credits	(483		)	(1,389		)	(332		)
Losses and tax credits not benefitted(1)	14,355			3,771			1,816
Non-taxable income	—			—			(262		)
Non-deductible expenses, net	(11		)	—			162
Other, net	—			(84		)	(56		)
Income tax provision (benefit)	$85			$98			$57

(1) Losses and tax credits not benefitted line item represents operating losses and tax credits generated by the Company that are not benefitted. These losses are not included in the tabular presentation of deferred tax assets as they have been utilized by Compuware and will not provide future economic benefits to Covisint.

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Deferred tax assets and liabilities

Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands):

	March 31,
	2014			2013
Deferred tax assets:
Deferred revenue		$5,660			$7,463
Intangible assets	1,827			1,877
Accrued expenses	708			589
Stock-based compensation	7,612			2,040
Net operating loss and other tax credit carryforwards	153			9
Other	280			53
Total deferred tax assets before valuation allowance	16,240			12,031
Less: valuation allowance	4,389			—
Net deferred tax assets		$11,851			$12,031
Deferred tax liabilities:
Intangible assets	1,489			1,131
Capitalized research and development costs	10,911			12,403
Fixed Assets	745			739
Other	226			419
Total deferred tax liabilities	13,371			14,692
Net deferred tax (liabilities)		($1,520	)		($2,661	)
Current deferred tax assets		$1,017			$2,011
Current deferred tax liabilities	—			(1		)
Long-term deferred tax assets	131			146
Long-term deferred tax liabilities	(2,668		)	(4,817		)
Net deferred tax liabilities		($1,520	)		($2,661	)

Certain net operating losses ("NOL") and tax credits generated by the Company have been utilized by our parent, Compuware, and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the NOL or tax credits generated by Covisint and utilized by Compuware. In as much as Compuware has paid cash for these NOL and tax credits prior to March 31, 2014, the Company has already realized the economic benefit. Covisint has received the economic benefit of these NOL and tax credits through a reduction of the due to parent and affiliates (for the amount of benefit realized by Compuware) which is reported as an equity contribution from Compuware to Covisint in the accompanying balance sheets prior to the IPO.

The deferred tax asset "Net operating loss and other tax credit carryforwards" represents only those amounts that have been generated by Covisint and are not available to be included in the taxable results of Compuware. Such amounts have a full valuation allowance against them since the Company believes the deferred tax assets are not more likely than not to be realized.

These financial statements reflect the position of the Company as not permanently reinvesting any earnings in its foreign subsidiaries and recognizing all deferred tax liabilities that arise from outside basis differences in its investments in subsidiaries.

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At March 31, 2014, the Company had net operating losses and tax credit carryforwards for income tax purposes of $153,000 which expire in the tax years as follows (in thousands):

	March 31, 2014
	Balance		Expiration
U.S. state net operating losses		$145	2018-2034
U.S. state tax credit carryforwards	8		2028-2029
Total		$153

Uncertain tax positions

The amount of gross unrecognized tax benefits ("UTBs") was $354,000, $0 and $475,000 as of March 31, 2014, 2013 and 2012, respectively, all of which, net of federal benefit, would favorably affect the Company’s effective tax rate if recognized in future periods.

The following is a tabular reconciliation of the total amounts of UTBs for the years ended March 31, 2014, 2013 and 2012 (in thousands):

	March 31,
	2014		2013			2012
Gross unrecognized tax benefit for beginning of period		$—		$475			$438
Gross increases to tax positions for prior periods	—		—			—
Gross decreases to tax positions for prior periods	—		(475		)	(56		)
Gross increases to tax positions for current period	354		—			127
Settlements	—		—			(34		)
Gross unrecognized tax benefit for period ended		$354		$—			$475

The Company recognizes interest and penalties related to UTBs within the income tax expense line in the accompanying consolidated statement of operations. As of March 31, 2014, no interest and penalties were accrued.

The Covisint business was operated as a division of Compuware until December 31, 2012 and, as a division, our operations were included in the tax returns filed by Compuware’s consolidated group, or Consolidated Group, for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include Compuware and/or certain of its subsidiaries, or Combined Group, for taxes other than U.S. federal income taxes. Effective January 1, 2013, Compuware contributed to us substantially all of the assets and liabilities related to our business and, as a member of the Consolidated Group, our operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after such contribution.

In connection with the January 2013 Contribution, Compuware and the Company have entered into a tax sharing agreement. Pursuant to this agreement, the Company and Compuware generally will make payments to each other such that, with respect to tax returns for any taxable period in which the Company or any of the Company’s subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by the Company will be determined, subject to certain adjustments, as if the Company and each of its subsidiaries included in such Consolidated Group or Combined Group filed the Company’s own consolidated, combined, unitary or separate tax return. Each member of a consolidated group during any part of a consolidated return year is severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign tax purposes is jointly and severally liable for the state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which it is included in the Consolidated Group or any Combined Group, the Company could be liable in the event that any income or other tax liability was incurred, but not discharged, by any other member of any such group even if the Company is no longer a member of such Consolidated Group or Combined Group. Compuware has paid, or will pay, through a reduction in the amount due to Compuware $9.1 million and $1.2 million for tax loss and credit benefits provided by the Company to the Consolidated Group for the years ended March 31, 2014 and 2013, respectively. Upon distribution of the Company stock held by Compuware, the tax sharing agreement benefits provided to the Company will generally and prospectively cease.

Cash paid for income taxes

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Cash paid by the Company for income taxes was $0 for the year ended March 31, 2014. Cash paid by the Parent on the Company’s behalf for income taxes was $106,000 and $227,000 during the years ended March 31, 2013 and 2012, respectively.

6.        COMMITMENTS AND CONTINGENCIES

Contractual Obligations

At March 31, 2014, the Company occupied office space within facilities owned and leased by Compuware. The Company had not previously entered into commitments related to space occupied within Compuware facilities; however, the expenses allocated or charged to the Company included costs associated with such facilities. The Company entered into standalone operating lease agreements for its Shanghai, Frankfurt and Detroit locations in the first quarter of our fiscal year 2015.

Legal Matters

The Company is subject to legal proceedings, claims, investigations and proceedings in the ordinary course of business. In accordance with U.S. GAAP, the Company makes a provision for a liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. The Company is not currently involved in any outstanding legal proceedings.

7.        BENEFIT PLANS

As the Company is a majority-owned subsidiary of Compuware, certain Covisint employees have been granted Compuware stock compensation awards. In accordance with the provisions of Staff Accounting Bulletin (“SAB”) 1.B.1, “Costs Reflected in Historical Financial Statements,” the expense for these awards is included within the accompanying financial statements.

Employee Stock Ownership Plan and 401(k) Plan

Effective April 1, 2012, Compuware began providing a matching program for the 401(k). The Company matches 33 percent of employees’ 401(k) contributions up to 2 percent of eligible earnings. Matching contributions vest 100 percent when an employee attains three years of service. For the years ended March 31, 2014, and 2013, the Company expensed $0.7 million and $0.5 million, respectively, related to this program.

Effective April 8, 2014, the Company effectively transitioned all Covisint employees from the Compuware 401(k) program to a newly established Covisint 401(k) program. All balances were transferred to the new plan which operates with nearly identical components and characteristics as the former Compuware 401(k) plan.

Compuware Stock-Based Compensation Plans

Compuware Stock Option Activity

A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of March 31, 2014, and changes during the year then ended is presented below. Shares and intrinsic value are presented in thousands.

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	YEAR ENDED MARCH 31, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of March 31, 2013	979			$9.19
Granted	—
Exercised	(295	)		$7.98			$875
Forfeited	(160	)		$10.49
Canceled/expired	(56	)		$11.54
Net transfers	4
Options outstanding as of March 31, 2014	472			$9.23	5.37		$572
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2014	455			$9.20	5.29		$565
Options exercisable as of March 31, 2014	321			$8.91	4.46		$508

The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 40% of shares vest on the first anniversary date and 30% vest on the second and third anniversary dates; (2) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (3) 20% of shares vest on each annual anniversary date over five years (4) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date; or (5) 25 percent of shares vest on each annual anniversary date over four years.

All options were granted with exercise prices at or above fair market value on the date of grant and expire ten years from the date of grant. Option expense is recognized on a straight-line basis over the vesting period unless the options vest more quickly than the expense would be recognized. In this case, additional expense is taken to ensure the expense is proportionate to the percent of options vested at any point in time.

During the year ended March 31, 2014, 70,697 Compuware option shares that were granted to Covisint employees vested, exclusive of terminations. The vested shares had an average fair value of $4.52 per share.

Compuware Restricted Stock Units and Performance-Based Stock Awards Activity

A summary of non-vested restricted stock units (“RSUs”) and performance-based stock awards (“PSAs” and collectively “Non-vested RSU”) activity for Covisint employees and directors under the Compuware LTIP as of March 31, 2014, and changes during the year then ended is presented below. Shares and intrinsic value are presented in thousands.

	YEAR ENDED MARCH 31, 2014
	Shares		Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value
Non-vested RSU outstanding at April 1, 2013	845
Granted	104			$11.22
Released	(84	)				$942
Forfeited	(687	)
Dividend equivalents, net	4			$9.32
Non-vested RSU outstanding at March 31, 2014	182

RSUs have various vesting terms related to the purpose of the award. The most common vesting term is 25 percent of shares vest on each annual anniversary date over four years.

The awards are settled by the issuance of one common share of Compuware stock for each unit upon vesting and vesting accelerates upon death, disability or a change in control of Compuware.

Compuware paid quarterly dividends of $0.125 per share. As a result of these dividend payments, approximately 19,600 dividend equivalent shares were issued to participants holding non-vested RSUs as of the dividend record date during the year ended March 31, 2014, respectively.

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Covisint Stock-Based Compensation Plan

In August 2009, Covisint established a 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 4.5 million common shares of Covisint common stock for issuance under this plan. On December 30, 2013, the Board of Directors of Covisint adopted the First Amendment to the 2009 Covisint LTIP, subject to shareholder approval. The Amendment increased the number of shares of Covisint’s common stock available for issuance pursuant to stock-based awards granted under the LTIP by 3.0 million shares (increasing the number of shares available for issuance under the LTIP from 4.5 million to 7.5 million). On January 2, 2014, Compuware, as the holder of the majority of the outstanding shares of the Company’s common stock, approved the Amendment to increase the shares available. The increase in shares set forth in the Amendment became effective on February 13, 2014, twenty (20) days after the date of mailing of the Company’s Schedule 14C Information Statement to the Company's public shareholders.

As of March 31, 2014, there were 4.5 million stock options outstanding from the 2009 Covisint LTIP.

The Covisint stock options included a performance condition requiring an IPO of the Company prior to vesting. Since the IPO, the performance condition of these options was satisfied and the Company has recognized stock compensation expense of$19.0 million for the year ended March 31, 2014.

Certain individuals, who received stock options from the 2009 Covisint LTIP, were also eligible to be awarded PSAs from the Compuware 2007 LTIP. There were 681,000 PSAs that were canceled upon the closing of the Covisint IPO. As a result, $2.9 million of expense associated with the PSAs was reversed during the year ended March 31, 2014. PSA credits totaling $2.5 million was recorded to “general and administrative” during the year ended March 31, 2014. PSA expense totaling $0.9 million was recorded to “general and administrative” during the year ended March 31, 2013.

Stock Option Activity

A summary of option activity under the Company’s stock-based compensation plans as of March 31, 2014, and changes during the year then ended is presented below (shares and intrinsic value in thousands):

	YEAR ENDED MARCH 31, 2014
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding as of April 1, 2013	4,278			$2.81
Granted	464			$11.32
Exercised	(128	)
Forfeited	(156	)		$9.19
Options outstanding as of March 31, 2014	4,458			$3.48	3.57		$18,713
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2014	4,403			$3.36	3.50		$18,713
Options exercisable as of March 31, 2014*	2,077			$2.56	2.39		$9,898

*All remaining exercisable options subject to lock-up agreement

All options were granted at estimated fair market value and expire ten years from the date of grant.

Stock Awards Compensation

For the years ended March 31, 2014, 2013 and 2012, respectively, net stock awards compensation expense was recorded as follows in thousands:

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	YEAR ENDED MARCH 31,
	2014		2013		2012
Stock awards compensation classified as:
Cost of revenue		$829		$6		$5
Research and development	722		1		1
Sales and marketing	5,594		360		9
General and administrative	10,330		1,262		1,077
Total stock awards compensation expense before income taxes		$17,475		$1,629		$1,092

Total stock awards compensation expense before income taxes of $17.5 million for the year ended March 31, 2014, is primarily comprised of $12.5 million recorded for the cumulative expense of the IPO performance condition of the Company's stock options being satisfied upon completion of the IPO, the reversal of $2.9 million recorded in conjunction with the cancellation of Compuware PSAs, and $7.9 million of additional stock compensation expense that was recognized since the IPO.

The Company determined that options granted prior to December 31, 2012 may not satisfy certain requirements of Section 409A of the Internal Revenue Code (“Code”), and therefore, offered recipients of these options an amendment which provides for fixed exercise dates for options that were so amended. The Company intends that such amendment will cure any failure of the options to comply with Section 409A of the Code without incurring penalties thereunder. In December 2012, 3,303,000 of the 3,558,000 then outstanding options were amended. The compensation cost associated with the amendments is based on the fair value of the modified award. Fair value of the underlying shares ($8.25) was determined by the Company’s board of directors by utilizing both a discounted cash flow method and a market comparable method. The fixed exercise dates are during the three calendar years following an IPO and extend the requisite service period for options which were so amended through January 1 of the third calendar year following an IPO. In connection with the modification of the options, the Company has agreed to reimburse the option holders who have accepted the amendment for certain negative personal tax implications incurred as a result of any violation of Section 409A of the Code that may later be found to have occurred. Any such reimbursement would also include a tax gross-up, resulting in the net reimbursement equaling any penalties incurred based on Section 409A of the Code.

As of March 31, 2014, total unrecognized compensation cost of $8.5 million, net of estimated forfeitures, related to nonvested equity awards granted is expected to be recognized over a weighted-average period of approximately 1.5 years. The following table summarizes the Company’s future recognition of its unrecognized compensation cost related to stock awards as of March 31, 2014 (in thousands).

	YEAR ENDING MARCH 31,
Stock-Based Compensation Plan:	Total		2015		2016		2017		2018
Covisint		$7,662		$4,908		$2,009		$468		$277
Compuware	855		425		299		131
Total		$8,517		$5,333		$2,308		$599		$277

8.        RELATED PARTY TRANSACTIONS

Up until January 31, 2014, when Compuware divested its services business, the Company utilized services staff of Compuware to provide certain services to customers and to provide additional resources for research and development activities. These costs are included in “cost of revenue” and “research and development” as applicable. Compuware provided these services substantially at cost to Covisint through March 31, 2013 and at market rates effective April 1, 2013. Many of the Compuware employees providing these services transferred to Covisint effective March 1, 2013. Charges for those services totaled $1.4 million, $17.4 million and $16.3 million for the years ended March 31, 2014, 2013 and 2012, respectively.

Certain related party transactions are settled in cash and are reflected as due to or due from parent and affiliates within the consolidated balance sheet. At March 31, 2014, the Company had a net receivable due from parent of $2.8 million, as compared to a net payable of $7.6 million at March 31, 2013. The activity in the year ended March 31, 2014 was primarily comprised of the $10.9 million payment of the September 30, 2013 liability balance on October 21, 2013, $9.1 million related to Compuware’s

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use of the Company’s tax loss and other tax related attributes, and $1.0 million due to the net change in working capital. This activity was partially offset by $(10.6) million of corporate expenses allocated to Covisint.

Refer to Note 1 for discussion of allocated expenses.

9.       QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly financial information for the years ended March 31, 2014 and 2013 was as follows (in thousands, except for per share data):

	Fiscal 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
Revenues		$24,101			$24,525			$24,109			$24,400			$97,135
Gross profit	10,791			10,399			10,449			9,122			40,761
Operating loss	(4,667		)	(12,712		)	(8,292		)	(9,902		)	(35,573		)
Pre-tax loss	(4,667		)	(12,712		)	(8,292		)	(9,902		)	(35,573		)
Net loss	(4,670		)	(12,746		)	(8,314		)	(9,928		)	(35,658		)
Basic loss per share (1)	(0.16		)	(0.42		)	(0.22		)	(0.27		)	(1.06		)
Diluted loss per share (1)	(0.16		)	(0.42		)	(0.22		)	(0.27		)	(1.06		)

_____________________________________________________

(1) Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation.

	Fiscal 2013
	First Quarter		Second Quarter			Third Quarter			Fourth Quarter			Year
Revenues		$20,613		$20,606			$23,801			$25,712			$90,732
Gross profit	9,935		9,435			11,628			12,159			43,157
Operating income (loss)	133		(2,255		)	(149		)	(3,279		)	(5,550		)
Pre-tax income (loss)	133		(2,255		)	(149		)	(3,279		)	(5,550		)
Net income (loss)	131		(2,310		)	(180		)	(3,289		)	(5,648		)
Basic loss per share (1)	—		(0.08		)	(0.01		)	(0.11		)	(0.19		)
Diluted loss per share (1)	—		(0.08		)	(0.01		)	(0.11		)	(0.19		)

_____________________________________________________

(1) Full year basic and diluted loss per share may not agree to the sum of the four quarters because each quarter is a separate calculation.

10.     SUBSEQUENT EVENTS

On October 1, 2013, Covisint completed its IPO. After giving effect to the IPO, Compuware retained over eighty (80%) percent ownership of Covisint common stock in order to enable it to qualify under United States Internal Revenue Code Section 355 for a subsequent tax-free distribution of its shares in Covisint to Compuware shareholders. At that time, Compuware had announced its intention to complete the spinoff distribution of its Covisint shares within one year of the IPO. Compuware has since confirmed its intention.

At the time of the IPO, holders of non-qualified stock options to acquire Covisint common stock under the Covisint 2009 LTIP entered into lock-up agreements prohibiting them from exercising their options until two hundred seventy (270) days after the IPO. These lock-up agreements enabled Compuware to continue to maintain 80% or greater ownership of Covisint common stock required for the contemplated tax-free distribution. However, if the option holders were to exercise their options after the end of the lock-up period, but prior to the completion of the spinoff distribution, Compuware would potentially have to purchase from Covisint up to four shares of Covisint common stock for each share of Covisint common stock acquired by the option holders in order for Compuware to maintain its eligibility to distribute its Covisint shares on a tax-free basis.

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In order to maintain 80% or greater ownership of Covisint in light of the exercisable options under the LTIP, while reducing the cost to Compuware of doing so, Covisint and Compuware agreed to the following:

1) Covisint would amend all outstanding options to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with a "tandem" stock appreciation right ("SAR"). In lieu of the exercise of the option, the option holder can exercise the SAR, which will allow the option holder to realize the value of his or her exercisable options (the fair market value of the Company’s common stock less the option strike price) without placing additional shares into the market through the exercise of the option. The exercise price of the SAR will be the same as the exercise price of the outstanding option.

2) Compuware will acquire from Covisint (and not through the market) sufficient shares of Covisint common stock at fair market value in order to provide Covisint with the funds necessary to pay for the option holder’s exercise of the SAR rights.

On May 7, 2014, Covisint and Compuware entered into a Purchase Agreement for Compuware to purchase from Covisint shares of Covisint common stock. The Purchase Agreement provides that Compuware will purchase Covisint shares at fair market value, which is defined as the average of the closing price of the Company’s common stock on the NASDAQ Stock Exchange on each of the five trading days immediately preceding the purchase date. The Purchase Agreement provides that Compuware will make an initial purchase of $1,000,000 worth of Covisint shares on June 25, 2014. Further purchases will be made by Compuware on a monthly basis through the earlier of January 2015 or the month following completion of the Covisint spinoff by Compuware to the extent the aggregate payout of the exercise of SARs exceeds $1,000,000 plus the aggregate amounts paid by Compuware for purchases under Article VII of the Master Separation Agreement. Covisint will provide a Notice of Subsequent Purchase to Compuware monthly, which will provide the aggregate cost of the SAR exercises for the month, and calculate the number of shares that Compuware will purchase. As Compuware is a sophisticated, accredited investor, the controlling shareholder of Covisint and the only offeree of the shares, the sales of common shares by Covisint to Compuware will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

On May 8, 2014, the Company amended each of its outstanding option agreements to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with the tandem SAR. Under the Amendment to Stock Option Agreement, the option holder is given a right to exercise the SAR and receive a cash payment equal to the product of (1) the number of shares with respect to the SAR is being exercised, and (2) the fair market value of the shares on the date of exercise over the exercise price of the SAR. The SARs will be exercisable from June 24, 2014 until the earlier of (a) the completion of the spinoff, (b) the exercise of the related option or (c) December 26, 2014.

To facilitate the option amendments and the related pricing of the SARs, on May 8, 2014, Covisint executed the Second Amendment to the 2009 Long-term Incentive Plan following approval by the Covisint Board of Directors. The Second Amendment enables the Compensation Committee of the Company's Board of Directors to determine the per share exercise price for each stock appreciation right granted under the LTIP, provided that the exercise price of a stock appreciation right that is not granted in tandem with an option may not be less than 100 percent of the fair market value on the grant date, and the exercise price of a stock appreciation right that is granted in tandem with an option may not be less than 100 percent of the exercise price of the tandem option.

On May 13, 2014, the Company received from Compuware $2.8 million, the balance due from parent and affiliates as of March 31, 2014.

On May 28, 2014, David A. McGuffie resigned as a director of the Company.

ITEM 9. CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

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regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2014, our disclosure controls and procedures are effective, at the reasonable assurance level, to cause information required to be disclosed in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required financial disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the year ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is contained in the Proxy Statement under the captions “Corporate Governance” (excluding the Report of the Audit Committee), “Election of Directors” and “Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is contained in the Proxy Statement under the caption “Compensation of Executive Officers” and “Corporate Governance” and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS

The information required by this Item is contained in the Proxy Statement under the caption “Security Ownership of Management and Major Shareholders” and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is contained in the Proxy Statement under the caption “Other Matters - Related Party Transactions,” “Corporate Governance” and “Compensation of Executive Officers - Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is contained in the Proxy Statement under the caption “Item No. 2 - Ratification of Appointment of the Independent Registered Public Accounting Firm” and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as part of this report.

1.    Combined and Consolidated Financial Statements

The following combined and consolidated financial statements of the Company and its subsidiaries are filed herewith:

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	Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2014 and 2013
Combined and Consolidated Statements of Comprehensive Loss for each of the years ended March 31, 2014, 2013 and 2012
Combined and Consolidated Statements of Shareholders’ Equity for each of the years ended March 31, 2014, 2013 and 2012
Combined and Consolidated Statements of Cash Flows for each of the years ended March 31, 2014, 2013 and 2012
Notes to Combined and Consolidated Financial Statements

2.Financial Statement Schedules

All financial statement schedules are omitted as the required information is not applicable or the information is presented in the combined and consolidated financial statements or related notes.

3. Exhibits

The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index attached to this report. The Exhibit Index is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on May 30, 2014.

		COVISINT CORPORATION
Date:	May 30, 2014	By:/s/ Samuel M. Inman, III
		Samuel M. Inman, III
		Chief Executive Officer
		Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Samuel M. Inman, III	President and Chief Executive	May 30, 2014
Samuel M. Inman, III	Officer and Director (Principal Executive Officer)
/s/ Enrico Digirolamo	Chief Financial Officer	May 30, 2014
Enrico Digirolamo	(Principal Financial Officer and Principal Accounting Officer)
/s/ Robert C. Paul	Director	May 30, 2014
Robert C. Paul
/s/ Bernard M. Goldsmith	Director	May 30, 2014
Bernard M. Goldsmith
/s/ William O. Grabe	Director	May 30, 2014
William O. Grabe
/s/ Lawrence David Hansen	Director	May 30, 2014
Lawrence David Hansen
/s/ Philip F. Lay	Director	May 30, 2014
Philip F. Lay

EXHIBIT INDEX

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Exhibit Number	Description of Document
3.1	Amended and Restated Articles of Incorporation**
3.2	Amended and Restated Bylaws**
10.01	Amended and Restated Master Separation Agreement**
10.02	First Amendment to Amended and Restated Master Separation Agreement**
10.03	Second Amendment to Amended and Restated Master Separation Agreement**
10.4	Amended and Restated Employee Benefits Agreement**
10.5	Compuware Services Agreement**
10.6	Amended and Restated Intellectual Property Agreement**
10.7	Registration Rights Agreement**
10.8	Amended and Restated Shared Services Agreement**
10.9	Amended and Restated Tax Sharing Agreement**
10.1	Contribution Agreement**
*10.11	Severance Agreement between Compuware Corporation and David A. McGuffie**
*10.12	Severance Agreement between Covisint Corporation and W. James Prowse**
*10.13	Severance Agreement between Covisint Corporation and Steve R. Asam**
*10.14	Severance Agreement between Covisint Corporation and Enrico Digirolamo**
*10.15	Director Compensation Summary***
*10.16	2009 Long Term Incentive Plan**
*10.17	First Amendment to 2009 Long-Term Incentive Plan****
*10.18	Second Amendment to 2009 Long-Term Incentive Plan*****
*10.19	Form of Option Agreement**
*10.20	Amendment No. 1 to Option Agreement**
*10.21	Amendment to Stock Option Agreement, dated May 8, 2014*****
10.22	Purchase Agreement between Compuware Corporation and Covisint Corporation, dated May 7, 2014*****
10.23	Compuware Headquarters Building Lease between Compuware Corporation and Covisint Corporation, dated March 28, 2014
21.1	Subsidiaries**
23.1	Consent of Deloitte & Touche LLP
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
32.1	Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*A management contract or compensatory plan or arrangement.

**Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-188603).

***Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013.

****Incorporated herein by reference to the Registrant’s Current Report on Form 8-K, filed on January 6, 2014.

*****Incorporated herein by reference to the Registrant’s Current Report on Form 8-K, as amended, filed on May 13, 2014.

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EX-10.23

COMPUWARE HEADQUARTERS BUILDING DETROIT, MICHIGAN

LEASE

This Lease is made between Landlord and Tenant hereinafter identified in Sections

1 (b) and 1 (c) hereof, respectively, and constitutes a Lease between the parties of the "Demised Premises" in the "Building," as defined in Sections 2.2 and 2.1 hereof, respectively, on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.

WITNESSETH:

1. Basic Lease Provisions.

The following are certain basic lease provisions, which are part of, and in certain instances referred to in subsequent provisions of, this Lease:

(a)     Date of this Lease:    April 1, 2014

(b)	Landlord:	COMPUWARE CORPORATION, a Michigan corporation
(c)	Tenant:	Covisint Corporation a Michigan corporation

(d)     Demised Premises:

The entire 7th floor of the Building containing approximately 62,9 2 2 rentable square feet, as depicted on Exhibit "B" hereto. The Demised Premises will be designated Suite 700

(e)     Commencement Date: April 1, 2014 (f)     Expiration Date: March 31, 2015

(g)     Basic Rental:

The Basic Rental is an amount per month of -One Hundred Sixty-Six

Thousand     Six    Hundred     Sixty-Six     Dollars     and     Sixty-Seven     Hundredths    Cents,

($166,666.67) which is, Thirty-One Dollars and Seventy-Nine Hundredths cents ($31.79) per square foot on an annualized basis. This includes two hundred forty-nine ( 2 49) parking spaces and the Data center usage of 17 racks at Eleven Thousand Dollars ($11,000) per rack per year. Tenant may lease up to an additional two hundred (200) parking spaces at One Hundred Seventy-Five Dollars ($175) per space per month. Landlord will include this in the monthly rental charge as an additional expense.

(h)     Tenant's Use:    Standard general office use

(i) Tenant's Address for Notices: Covisint Corporation

One Campus Martius, Suite 700

Detroit, Ml 48226

Attn:

(j) Landlord's Address for Notices: Compuware Corporation

One Campus Martius

Detroit, Michigan 48 2 2 6

Attn.: Gail Lopez, Corporate Real Estate Manager with a copy to:

One Campus Martius

Detroit, Michigan 48226

Attn.: Daniel S. Follis Jr., Vice President & General Counsel

(k) The following Exhibits are attached to this Lease and made a part hereof: "A"    Legal Description of Land and Parking Structure

"A-1"    -     Site Plan of the Development

"B"    Demised Premises

"C"    Building Design Criteria Tenant Construction Manual

D"    Tenant Rules and Regulations

"E"    Security Specifications, Procedures and Systems

"F"    Current Encumbrances

"G"    Prohibited Uses

"H"    Furniture Inventory

"I"    Eighth Floor Demised Premises

2.     Building and Demised Premises.

2.1 Landlord is the owner of the building located at One Campus Martius, Detroit, Michigan (hereinafter referred to as the "Building"), consisting of rentable retail and service premises (hereinafter referred to as the "Retail Premises") on the first floor, rentable office premises (hereinafter referred to as the "Office Premises") on the second to fourteenth floors, inclusive, together with exterior and interior common and public areas and facilities located within and/or part of the Development (as hereinafter defined) (hereinafter referred to as the "Common Areas") which Common Areas are for the use in common by tenants of the Building, and their employees, guests, customers or prospective customers, agents and invitees. The Building, Common Areas, the land upon which they are situated and the parking garages (collectively, the "Parking Structure") situated adjacent to and under the Building are hereinafter referred to as the "Development", a legal description of which is contained on Exhibit "A" hereto and a site plan of which is contained on Exhibit "A-1" hereto.

2.2 Subject to the terms, covenants, agreements and conditions herein set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain premises (herein referred to as the "Demised Premises") designated in Section 1(d) hereof, as shown on the floor plan(s) attached hereto as Exhibit "B" hereto, together with the nonexclusive right to use the Common Areas and together with the right to use the Parking Structure as provided in Section 40 hereof, and subject to Landlord's consent, reasonable access to and reasonable use of the vertical risers and the Building's fiber optics. Landlord represents and warrants to Tenant that the Building contains 1,089,820 gross square feet and that the rentable area of the Demised Premises is 62,922 rentable square feet.

2.3 Landlord reserves (a) the right from time to time to make changes, alterations, additions, improvements, repairs or replacements in or to the Building (including the Demised Premises) and the Parking Structure and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, escalators and stairways and other parts of the Building, and to erect, maintain, and use pipes, ducts and conduits in and through the Demised Premises, all as Landlord may reasonably deem necessary or desirable; provided, however, under no circumstances may Landlord erect any pipes, ducts or conduits in any location within the Demised Premises which interferes with or adversely impacts the use of the Demised Premises, and (b) the right to eliminate, substitute and/or rearrange the Common Areas (which may theretofore have been so designated) as Landlord deems reasonably appropriate. Tenant's nonexclusive right to utilize the Common Areas shall be in common with Landlord, other tenants and occupants of the Building and others to whom Landlord grants such rights from time to time.

2.4 Notwithstanding Section 9.3 herein, the existing furniture systems within the Demised Premises, included herein as Exhibit H, are included in the Basic Rental. At Tenant's option, at the end of the Lease Term, Tenant shall have the right to purchase such furniture systems for the sum of $1.00.

2.5 In addition to the Demised Premises as otherwise provided herein, Tenant shall have the right to use the space on the eighth floor, as further described in Exhibit "I" (the "Eighth Floor Demised Premises"). Use of the Eight Floor Demised Premises shall be subject to the terms of the Lease, other than as expressly provided herein:

• Use of the Eighth Floor Demised Premises shall be provided at no additional charge beyond the Basic Rental.

• Tenant shall be required to vacate or relocate from the Eighth Floor Demised Premises upon 60 days written notification from Landlord, for any or no reason, and without compensation from Landlord of any form. If Landlord relocates Tenant then Tenant shall share equally in the cost of such relocation.

• The second sentence of Section 2.4, granting the Tenant the right to purchase furniture systems for $1.00 shall not be applicable for the purpose of this Section 2.5.

• Notwithstanding Section 11 and the above notification requirement, if the Eighth Floor Demised Premises are damaged by fire, earthquake, act of God, the elements or other casualty such that it is not reasonably usable, Landlord shall have no obligation to repair the Eighth Floor Demised Premises, and Tenant's right to use the Eighth Floor Demised Premises shall terminate immediately upon notification from Landlord.

3.     Term.

3.1 The term of the Lease (hereinafter referred to as the "Term") shall commence on April 1, 2014 (hereinafter referred to as the "Commencement Date"), and shall end on the "Expiration Date" set forth in Section 1 (f) hereof.

4.     Completion of Improvements.

4.1    The Demised Premises shall be delivered to Tenant in "as-is" condition.

5.     Rental.

5.1 (a) Tenant shall pay to Landlord as rental for the Demised Premises the Basic Rental set forth in Section 1 (g) hereof, which shall be payable in equal monthly installments in advance.

(b) Notwithstanding anything herein contained to the contrary, Tenant's obligation to commence payment of Basic Rental shall commence on April 1, 2014 (herein referred to as the "Rent Commencement Date").

5.2 From and after the Rent Commencement Date, Basic Rental shall be paid to Landlord on or before the first day of each and every calendar month in advance. In the event the Expiration Date is other than the last day of the calendar month, then the monthly rental for the last fractional month of the Term shall be appropriately prorated.

5.3 Tenant shall pay as additional rental any money and charges required to be paid by Tenant pursuant to the terms of this Lease, whether or not the same may be designated "additional rent." All sums required to be paid by Tenant pursuant to this Lease shall be deemed "rent."

5.4 Except as otherwise provided in this Lease, rental and additional rental shall be paid to Landlord without notice or demand and without deduction or offset, in lawful money of the United States of America at Landlord's address for notices hereunder or to such other person or at such other place as Landlord may from time to time designate in writing. All amounts payable by Tenant to Landlord hereunder, if not paid within 5 business days, shall bear interest from the due date until paid at the rate equal to two percent ( 2%) in excess of the then current "prime rate" published in The Wall Street Journal, but not in excess of the maximum rate allowed by law. If no such prime rate is

published, the prime rate shall be deemed to be fifteen percent (15%). In addition, if any payment of rent is not paid within 5 business days, Tenant shall pay to Landlord a late charge equal to three and one half percent ( 3.5%) of each late payment. Notwithstanding the provisions of Section 5.5 hereof, Tenant shall not be required to pay the late charge or the interest provided for in Section 5.5 on up to two ( 2) occasions during each calendar year, provided that such payments are made to Landlord within five (5) days after Tenant's receipt of notice that the same are due.

5.5 Tenant may elect to extend the Lease for up to three (3) one (1) month periods after the Expiration Date with a minimum of one hundred and twenty (120) days written notification prior to each such monthly extension elected. For each monthly extension, the terms of this Lease shall continue, including but not limited to payment of the Basic Rental, and any elected additional parking spaces. During any extension elected in accordance with this Section, Section 30, Holding Over shall not apply.

6. Other Taxes Payable by Tenant.

Tenant shall be responsible for and shall pay before delinquency all municipal, county and state taxes assessed during the Term of this Lease against any personal property of Tenant of any kind, leased, owned by or placed in the Demised Premises by Tenant (such as furniture, fixtures and equipment)

7. Use.

7.1 The Demised Premises shall be used, if at all, only for the purposes of "Tenant's Use" as set forth in Section 1 (h) hereof, and for no other purpose or purposes whatsoever.

7.2 Tenant shall not do or permit to be done in or about the Demised Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by the standard form of fire insurance policy, or will in any way increase the existing rate of or, except for office use, affect any fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy covering the Building or any part thereof or any of its contents, or, except for office use, adversely affect or interfere with any services required to be furnished by Landlord to Tenant, or to any other tenants or occupants of the Building, or with the proper and economical rendition of any such service. Tenant shall not do or permit anything to be done in or about the Demised Premises which will in any way materially or adversely obstruct or interfere with

the rights of other tenants of the Building, or use or allow the Demised Premises to be used for any unlawful purpose nor shall Tenant cause, maintain or permit any nuisance in, on or about the Demised Premises or commit or suffer to be committed any waste in, on or about the Demised Premises. Except for office use, if anything done, omitted to be done or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or about the Demised Premises shall cause the rate of fire or other insurance on the Building in companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicable to the Building, Tenant shall pay the amount of any such increases.    Tenant shall indemnify Landlord against any loss resulting from breach of this Section 7.2.

7.3 Tenant shall not cause or permit the use, generation, storage or disposal in or about the Demised Premises or the Building of any Hazardous Materials (as hereinafter defined) unless Tenant shall have received Landlord's prior written consent, which Landlord may withhold or at any time revoke in its sole discretion. Tenant hereby covenants to indemnify and hold Landlord, its successors and assigns, harmless from any loss, damage, claims, costs, liability or cleanup costs arising out of Tenant's use, handling, storage or disposal of Hazardous Materials in violation of applicable laws, rules, regulations or ordinances relating to office use on the Demised Premises. Notwithstanding the foregoing or anything else to the contrary contained in this Lease, without Landlord's approval or consent, Tenant may utilize typical amounts of such Hazardous Materials typically utilized in offices in accordance with all Laws (as hereinafter defined). Tenant shall defend, indemnify and hold Landlord harmless from and against any and all losses, costs (including reasonable attorneys' fees), liabilities and claims arising from any violations of applicable laws by Tenant relating to Hazardous Materials that hereinafter become located in, on or under the Development as a result of the act or omission of Tenant, its agents, employees and contractors and shall assume full responsibility and cost to remedy such violations to a standard which is applicable to office use. Landlord represents and warrants that the Development does not contain any Hazardous Materials in violation of any applicable laws. For purposes hereof, "Hazardous Materials" shall mean any toxic or hazardous waste or substance (including, without limitation, asbestos and petroleum products) which is regulated by applicable law.

7.4     Tenant shall use the telecommunications closets on the 7th floor and 8'h

I

Monroe wing of the Demised Premises solely for cabling, equipment dedicated to the distribution of data, telecommunications, Supplemental Equipment and equipment relating to building systems, such as, without limit? tion, AV equipment. Should Tenant's installation of such items exceed the applicable levels in the Building Design Criteria, Tenant shall, at its expense, as provided in and subject to the provisions of Section 8.4, pull electricity from Tenant's panel to support such equipment (the existing UPS circuit will

not be available to Tenant for such purpose) and add any necessary cooling equipment. Any cooling equipment installed by Tenant in such telecommunication closet(s) shall be deemed Supplemental Equipment. Landlord may leave in the telecommunications closet life safety equipment related to the operation of a multi-tenant commercial building.

Will agree to remove this language for the initial lease term but not for extensions or as it pertains to the 8'h floor.

8. Operation of the Development and Services.

8.1 Landlord shall, at Landlord's sole cost and expense, keep and maintain in good order and repair (including without limitation any replacements thereof) the base­ building structure and systems, including without limitation, the roof, gutters, downspouts, exterior doors, windows, window seals, exterior walls, floor slabs, raised floor (other than damage to the raised floor caused by Tenant and only to the extent that any such damage is not caused by or as a result of modifications to the raised floor approved by Landlord), foundation, footings, all structural portions (interior and exterior) of the Demised Premises, elevators, electrical, plumbing and heating, ventilating and air-conditioning (collectively, "HVAC") systems, fire and life safety systems, Critical Building Systems, building management systems, restrooms, the lobby, Common Area lighting, sidewalks, alleys, exterior landscaping and other Common Areas and facilities of the Development, in accordance with Class A standards of operation, maintenance and repair at Class A office buildings in the central business district of the City of Detroit. In the event any Laws (as hereinafter defined) are introduced requiring the modification or retrofitting of the foregoing or to use or occupy the Demised Premises or Development, all such work shall be Landlord's responsibility. Landlord shall also install, maintain, repair and replace or cause public utilities or other service providers to install, maintain, repair and replace, all necessary lines for water, gas, sewer, wiring, and utility connections whether inside or outside of the Demised Premises or the Building. Landlord shall promptly complete any such repairs and repair any and all damage to the Demised Premises which may result from such repairs and maintenance.

8.2 During the Lease Term, Landlord shall not permit any portion of the Development to be used or occupied for a use which would be inconsistent with maintaining a highly respected public image for the Building, including, without limitation, any of the "Prohibited Uses," described on Exhibit "G" hereto. Tenant agrees not to use, or permit to be used any portion of, the Demised Premises for any of the Prohibited Uses.

8.3 (a) During the Term Landlord shall maintain a concierge/security desk in the Building lobby adjacent to the front entrance of the Building.

(b) Landlord shall provide security monitoring for the Development (including the Parking Structure), twenty-four (24) hours per day, 365 days per year, through the Building command center pursuant to and in accordance with the Security Specifications (as hereinafter defined). Exhibit "G" hereto sets forth the current Building standard security specifications, procedures and systems ("Security Specifications"). During the Term, Landlord shall, at its sole cost and expense, cause the Security Specifications to be in place and enforced. Tenant agrees to comply with the Security Specifications as the same may be reasonably modified from time to time by Landlord, provided that (i) the Security Specifications shall at all times be consistent with security specifications for Class A office buildings in the downtown Detroit central business district; (ii) Landlord shall give Tenant written notice not less than thirty (30) days prior to any material change in the Security Specifications; and (iii) Landlord shall not make any change in the Security Specifications which would have a material adverse effect on Tenant. Landlord shall provide building access to all employees and vendors of Tenant and Tenant's sub essees (collectively, "Cardholders") twenty-four (24) hours per day, three hundred sixty-five ( 3 6 5) days per year. Landlord shall replace lost access cards, at the expense of Tenant, for a charge of Ten Dollars ($10.00) per card. Cardholders shall not be required to sign in at the security desk or elsewhere in the Common Areas provided the Cardholders have a Tenant or Building management issued identification access card.

(c) Tenant shall have access to the Demised Premises and the Parking Structure twenty-four ( 2 4) hours per day, 3 6 5 days per year, subject to Section 3 9 hereof and Exhibit "D" hereto.

8.4 Landlord will arrange for the furnishing of electricity to the Demised Premises. Basic Rental includes all charges for consumption of electricity for normal office purposes. If Tenant requires electrical current beyond the Building Standard Load as defined in the Building Design Criteria, Tenant shall pay for such consumption as additional rent. Charges for excess electrical consumption shall be billed monthly as additional rent. Any ducts, conduit or wiring to meet Tenant's excess electrical requirements, upon written request of Tenant, will be installed by Landlord, at the sole cost and expense of Tenant if, in Landlord's sole judgment, the same are necessary and will not cause permanent damage or injury to the Building or the Demised Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb other tenants or occupants.

8.5 (a) Landlord shall furnish the Demised Premises with heat, ventilation and air conditioning to the extent required for the occupancy of the Demised Premises in accordance with the specifications set forth in the Building Design Criteria set forth on Exhibit "C" hereto except as may be prohibited by any applicable policies or regulations

adopted by any utility or governmental agency or on Holidays ("Normal Business Hours"). "Holidays" means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

From an HVAC perspective, the Demised Premises shall be turned over in as-is condition and in its current configuration and shall meet the specifications set forth in the Building Design Criteria set forth on Exhibit "C" hereto. Any changes to the HVAC system require approval of Landlord and shall be at Tenant's sole cost and expense. Landlord's approval of HVAC changes shall not constitute Landlord's representation that the HVAC system as modified will meet the specifications set forth in the Building Design Criteria. Similarly, changes to the configuration of the Demised Premises or Tenant's use of, and level of occupancy in, the Demised Premises may affect Landlord's ability to deliver HVAC meeting the specifications of the Building Design Criteria.

(b) Landlord may make HVAC services available to Tenant at all times beyond Normal Business Hours promptly upon written request (which may be by email) from Tenant. Tenant shall pay as additional rent the cost of providing all heating, ventilating and air conditioning, to the Demised Premises during hours requested by Tenant outside Normal Business Hours, such additional rent to be in an amount equal to Fifty Dollars ($50.00) per hour for heat and air conditioning. Notwithstanding the foregoing, Landlord shall only be required to provide heating, ventilating and air conditioning to the extent available utilizing the existing equipment servicing the Building or replacements of such equipment to the same specification as originally installed.

(c) Notwithstanding anything in this Lease to the contrary, Landlord shall have the right from time to time, with the prior consent of Tenant, to turn off any and all Building Systems other than during Normal Business Hours.

8. 6 Landlord shall _also furnish at Landlord's sole cost and expense except as otherwise provided in this Lease, janitorial service in accordance with Exhibit "D" hereto to the Demised Premises during the times and in the manner described in Exhibit "D" hereto.

8.7 Landlord shall provide the existing elevator service (including the freight elevators), 24 hours per day, 3 65 days per year.

8.8 Except as otherwise provided in this Lease, Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated by reason of: (a) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (b) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord or by the

making of necessary repairs or improvements to the Demised Premises or to the Building, or (c) any limitation, curtailment, rationing or restriction on use of water, electricity, steam, gas or any other form of energy serving the Demised Premises or the Building. Landlord shall use reasonable efforts diligently to remedy any interruption in the furnishing of such services.

8.9 Landlord shall provide at Landlord's cost lighting and running hot and cold water 24 hours per day, 3 65 days per year for normal office purposes and hours.

8.10 Landlord shall maintain the loading dock to the Building ("Loading Dock") during the Lease Term as a loading dock, in good operating condition, in a manner consistent with a first-class building in the central business district of the City of Detroit, and shall provide Tenant with access to the Loading Dock twenty-four (24) hours per day three hundred sixty-five (365) days per year. Tenant's use of the Loading Dock shall comply with the Rules.

8.11 Notwithstanding the foregoing or anything else to the contrary contained in this Lease, Tenant shall have the right to install, at Tenant's expense, and subject to obtaining Landlord's consent, supplemental HVAC equipment ("Supplemental Equipment") in or serving the Demised Premises. Tenant shall maintain, repair and replace the Supplemental Equipment such that the Supplemental Equipment is and remains in good condition and repair and Tenant shall repair any damage to the Demised Premises and the Building caused by use of the Supplemental Equipment and the installation, maintenance, repair or replacement of the Supplemental Equipment and shall, at Landlord's request, remove the Supplemental Equipment at the end of the Term. Any such Supplemental Equipment shall be sub-metered at Tenant's expense for usage and Tenant shall pay the cost of such usage.

9. Alterations and Repairs.

9.1 Subject to the terms of this Lease, Tenant shall not make or suffer to be made any alterations, additions or improvements to or of the Demised Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's consent. All such alterations, additions and improvements requiring the consent of Landlord shall be performed by the applicable Contractor and subject to conditions reasonably specified by Landlord. If any such alterations, additions or improvements to the Demised Premises consented to by Landlord shall be made by Landlord for Tenant's account and at Tenant's request, Tenant shall reimburse Landlord for the cost thereof (including a reasonable charge for Landlord's overhead related thereto at prevailing market rates, not to exceed five percent ( 5%) of the cost of such work) as the work proceeds within thirty (30) days after receipt of statements therefor. Exhibit "C" hereto shall be

applicable to any such alterations, additions or improvements. In connection with any alteration requiring Landlord's consent, Tenant shall reimburse Landlord for the actual reasonable fees charged to Landlord by a third-party architect or the Contractors (if such Contractor(s) do not perform the work) for review of the alteration plans relating to the systems originally installed by such Contractor.

9.2 Subject to the provisions of Section 8.1 hereof and the other provisions of this Lease, Tenant, shall keep the Demised Premises and every part thereof in good condition and repair. Except as otherwise set forth in this Lease, Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Demised Premises except as provided by law, statute or otherwise now or hereafter in effect. All repairs made by or on behalf of Tenant shall be made and performed in such manner as Landlord may designate, by contractors or mechanics reasonably approved by Landlord and in accordance with the Rules relating thereto annexed to this Lease as Exhibit "C" hereto and all Laws. Tenant shall, subject to the provisions of Section 9.3 hereof, at the end of the term hereof surrender to Landlord the Demised Premises in the same condition as when received, ordinary wear and tear, repairs to be made by Landlord, alterations made by Tenant with Landlord's consent or which did not require Landlord's consent, and damage by fire, earthquake, act of God or the elements excepted. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof and no representations respecting the condition of the Demised Premises or the Building have been made by Landlord to Tenant except as expressly set forth herein.

9.3 Upon the termination of this Lease by lapse of time or otherwise, Tenant shall surrender the Demised Premises together with all alterations, additions, and improvements thereto, in reasonably good order and repair, except for ordinary wear and tear, damage by fire, earthquake, acts of God or the elements, and damage for which Tenant is not obligated to make repairs under this Lease, failing which Landlord may restore the Demised Premises to such condition and Tenant shall pay the cost thereof. Upon such termination all installations, alterations, additions, hardware and improvements, including partitions which may have been installed by either Landlord or Tenant upon the Demised Premises, shall remain upon the Demised Premises and shall be Landlord's property, all without compensation, allowance, or credit, except that Tenant's trade and moveable fixtures and furniture, business equipment, moveable partitions, telephone and telecommunication equipment, wiring and cabling, computer systems and any other items of personal property shall remain Tenant's property. It is further provided, however, that (a) if at the time Landlord approves Tenant's plans therefor Landlord so directs by written notice to Tenant, Tenant shall also promptly remove such installations, alterations, additions, hardware and improvements placed in the Demised Premises by Tenant (which, for purposes of this Section 9.3 may include floor tiles as part of the raised floor, modified

by Tenant) and designated in the notice, failing which Landlord may remove the same and Tenant shall pay the reasonable cost of such removal and of any necessary restoration of the Demised Premises.

10. Liens.

Nothing contained in this Lease shall authorize or empower Tenant to do any act which shall in any way encumber Landlord's title to the Building, nor in any way subject Landlord's title to any claims by way of lien or encumbrance whether claimed by operation of law or by virtue of any expressed or implied contract of Tenant, and any claim to a lien upon the Building or Demised Premises arising from any act or omission of Tenant shall attach only against Tenant's interest and shall in all respects be subordinate to Landlord's title to the Building. Notwithstanding the foregoing or anything else to the contrary in this Lease, if a construction or mechanics lien is recorded against the Demised Premises or Building for work done or materials claimed to have been furnished to Tenant, Tenant shall not be in default unless Tenant has not removed any such lien or encumbrance or delivered to Landlord a title indemnity or bond or other security reasonably satisfactory to Landlord within twenty (20) days after written notice to Tenant by Landlord and in the event of such failure, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for making any investigation as to the validity thereof, and the amount so paid shall be deemed additional rent reserved under this Lease due and payable forthwith.

11. Destruction or Damage

11.1 (a) In the event the Demised Premises or any portion of the Building necessary for Tenant's occupancy are damaged by fire, earthquake, act of God, the elements or other casualty in each case insured against by Landlord's fire and extended coverage insurance policy covering the Building and, if Landlord's reasonable estimate of the cost of making such repairs does not exceed the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord shall forthwith repair the same if such repairs can, in Landlord's opinion, be completed within ninety (90) days after commencement of such repairs' provided, however, that Landlord shall have no obligation to repair any damage to or replace any property or effects of Tenant, and Landlord's sole obligation shall be to repair Landlord's work (as per Exhibit "C"). This Lease shall remain in full force and effect except that and abatement of Basic Rental shall be allowed Tenant for such part of the Demised Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusable to the extent Landlord is reimbursed therefor by loss of rental income or other insurance. If such repairs cannot, in Landlord's opinion, be made within ninety (90) days, or if such damage or destruction is not insured against by Landlord's fire and extended coverage insurance policy covering the

Building or if Landlord's reasonable estimate of the cost of making such repairs exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord may elect, upon notice to Tenant within thirty (30) days after the date of such fire or other casualty, to repair or restore such damage, in which event this Lease shall continue in full force and effect, but the Basic Rental shall be partially abated as provided in this Section 11.1. If Landlord elects not to make such repairs, this Lease shall terminate as of the date of such election by Landlord.

(b) In the event Landlord shall repair the Demised Premises, Tenant shall reconstruct the Demised Premises (other than Landlord's work) in accordance with working drawings originally approved by Landlord pursuant to Exhibit "C", and such modifications thereto as shall be approved by Landlord in writing. In not event shall Landlord be required to repair or replace any of the leasehold improvements installed by Tenant, Tenant's merchandise, trade fixtures, furnishings, equipment or other personal property. Tenant shall repair or replace its merchandise, trade fixtures, furnishings and equipment in a manner and to at least a condition equal to that immediately prior to such damage or destruction.

11.2    A total destruction of the Building shall automatically terminate this Lease.

11.3 If the Demised Premises are to be repaired under this Section 11, Landlord shall repair at its cost any injury or damage to the Building itself and improvements in the Demised Premises to be constructed or installed by Landlord as set forth in Exhibit "C".

12. Subrogation.

Landlord and Tenant shall each obtain from their respective insurers under all policies of fire insurance maintained by either of them at any time during the Term insuring or covering the Building or any portion thereof or operations therein, a waiver of all rights of subrogation which the insurer of one party might have against the other party, and Landlord and Tenant shall each indemnify the other against any loss or expense, including reasonable attorneys' fees, resulting from the failure to obtain such waiver and, so long as such waiver is outstanding, each party waives, to the extent of the proceeds received under such policy (including proceeds which would have been received but for a party's failure to maintain insurance hereunder), any right of recovery against the other party for any loss covered by the policy containing such waiver; provided, however, that if at any time their respective insurers shall refuse to permit waivers of subrogation, notwithstanding such party's commercially reasonable efforts to obtain the same, Landlord or Tenant, in each instance, may revoke said waiver of subrogation effective thirty ( 30) days from the date of such notice, unless within such thirty ( 30) day period, the other is able to secure

and furnish (without additional expense) equivalent insurance with such waivers with other companies satisfactory to the other party.

13.     Eminent Domain.

If all or any part of the Demised Premises, Parking Structure or portions of the Common Areas reasonably required for Tenant's operations in the Demised Premises shall be taken as a result of the exercise of the power of eminent domain, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of partial taking, Landlord shall have the right to terminate this Lease as to the balance of the Demised Premises by notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Landlord of such right to terminate shall be that the portion of the Demised Premises taken shall not be of such extent and nature substantially to handicap, impede or impair Tenant's use of the balance of the Demised Premises. In the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or otherwise.

14.     Landlord's Insurance.

Landlord shall, during the Term, provide and keep in force or cause to be provided or kept in force:

(a) Commercial general liability insurance with respect to Landlord's operation of the Development for bodily injury or death and damage to property of others in minimum amounts of Five Million Dollars ($5,000,000) combined single limit for injury to persons in any one occurrence, and Five Million Dollars ($5,000,000), combined single limit for damage to property in any one occurrence. The foregoing insurance may be provided by a combination of Landlord's primary and umbrella policies;

(b) Property insurance for damage to the premises and Landlord's personal property related to the ownership or management of the premises excluding Tenant's trade fixtures, equipment and personal property for the full replacement value of the Development;

(c) Loss of rental income insurance; together with such other insurance as Landlord, in its reasonable discretion, elects to obtain consistent with the insurance maintained by prudent owners of comparable Class A office buildings in the central business district of the City of Detroit. Subject to and without limiting the foregoing, insurance effected by Landlord shall be in amounts which Landlord shall from time to time

determine reasonable and sufficient, shall be subject to such deductibles and exclusions which Landlord may deem reasonable and shall otherwise be on such terms and conditions as Landlord shall from time to time determine reasonable and sufficient, provided that the same are comparable to such terms contained in policies maintained by prudent owners of comparable Class A Office buildings in the central business district of the City of Detroit.

(d) General Insurance Provisions - If requested by Tenant, certificates of insurance for such insurance shall be delivered by Landlord to Tenant on or before the Execution Date and at least annually thereafter. Landlord shall use reasonable efforts to cause each such policy to contain an endorsement prohibiting cancellation or reduction of coverage without first giving Tenant at least thirty (30) days' prior written notice of such proposed action.

15. Indemnification and Tenant's Insurance.

15.1 (a) Tenant hereby waives all claims against Landlord for damage to any property or injury or death of any person in, upon or about the Demised Premises arising at any time and from any cause whatsoever, and Tenant shall indemnify, defend and hold Landlord harmless from any damage to any property or injury to or death of any person arising in, on or about the Demised Premises.

(b) Landlord hereby waives all claims against Tenant for damages to any property or injury or death of any person in, upon or about the Development (other than the Demised Premises) arising at any time and from any cause whatsoever, and Landlord shall indemnify, defend and hold Tenant harmless from any damage to any property or injury to or death of any person arising in, on or about the Development (other than the Demised Premises).

(c) The foregoing indemnity obligation of Tenant and Landlord shall include reasonable attorneys' fees, investigation costs and all other reasonable costs and expenses incurred by the indemnified party from the first notice that any claim or demand is to be made or may be made.

(d)     The provisions of this Section 15.1 shall survive the termination of this

Lease with respect to any damage, injury or death occurring prior to such termination.

15.2 Tenant shall procure and keep in effect commercial general liability insurance, including property damage and contractual liability, on an occurrence basis with bodily injury and property damage combined single limits of liability of not less than Two Million Dollars ($2,000,000) per occurrence. Such insurance shall name Landlord,

Landlord's property manager, if applicable, as "additional insureds", shall specifically include the liability assumed hereunder by Tenant, and shall provide that it is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Landlord. Tenant shall use reasonable efforts to cause each such policy to contain an endorsement prohibiting cancellation or reduction of coverage without first giving Landlord at least thirty (30) days prior written notice of such proposed action.

15.3 Tenant shall maintain property insurance against the risks of physical loss for the full value of all personal property and leasehold improvements within the premises, including business interruption coverage for loss of income, continuing expenses, and extra expenses.

15.4 In accordance with the statutory requirements set by the State of Michigan, tenant shall carry workers compensation insurance, including employer's liability insurance.

15.5    Intentionally Deleted.

15.6     Tenant shall deliver policies of the insurance required pursuant to Section

15.2 hereof or certificates thereof to Landlord on or before the Commencement Date, and thereafter at least thirty ( 30) days before the expiration dates of expiring policies. All insurance required to be maintained by Tenant under this Lease shall be issued by insurance companies admitted to do business in the State of Michigan and having an A.M. Best & Co. financial strength rating of "A" or better.

16. Compliance with Legal Requirements.

16.1 Except as provided in Section 16.2 hereof and for the obligation of other tenants of the Building with respect to their respective premises, Landlord shall promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force with respect to the Development, including, without limitation The Americans with Disabilities Act (herein referred to as "Laws"). In addition, Landlord shall promptly comply with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, with any occupancy certificate or directive issued pursuant to any Law by any public officer or officers, as well as the provisions of all recorded documents affecting the Development, insofar as any thereof relate to or affect the Development.

16.2 Tenant shall promptly comply with all Laws, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted of which Tenant has been notified of in writing, with any occupancy certificate or directive issued pursuant to any Law by any public officer or officers, as well as the provisions of all Current Encumbrances (as hereinafter defined), insofar as any thereof relate to or affect the condition, use or occupancy of the Demised Premises, excluding requirements of structural changes not related to or affected by improvements made by or for Tenant or not necessitated by Tenant's act. Tenant shall have the right to contest, without cost to Landlord, the validity or application of any such rule, order or regulation required to be complied with by Tenant pursuant to Section 16 hereof and may postpone compliance therewith, provided such contest does not subject Landlord to criminal prosecution for noncompliance therewith and, further, provided, that Tenant promptly pays all fines, penalties and other costs and interest thereon imposed upon Landlord as a result of such noncompliance.

16.3 If there is now or shall be installed in the Demised Premises a "sprinkler system", and such system or any of its appliances shall be damaged or injured by reason of any act or omission of Tenant, or Tenant's agents, servants, employees, licensees or visitors, Tenant shall forthwith restore the same to good working condition at its own expense. If the Fire Insurance Rating Organization or any bureau, department or official of the state or city government having jurisdiction shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant's business, or the location of partitions, trade fixtures, or other contents of the Demised Premises, after initial occupancy or if any such changes, or other contents of the Demised Premises, after initial occupancy or if any such changes, modifications, alterations, additional sprinkler heads or other equipment, become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the first insurance rate as fixed by a Fire Insurance Company insuring the Building, as a result of Tenant's business, or the location of partitions, trade fixtures, or other contents of the Demised Premises, Tenant shall, at Tenant's expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment or remove or relocate such partitions, trade fixtures or other contents of the Demised Premises.

17.     Assignment and Subletting.

17.1 Except as expressly permitted pursuant to this Article 17, Tenant shall not, without the prior written consent of Landlord, assign, encumber or hypothecate this Lease or any interest herein or sublet the Demised Premises or any part thereof, or permit the use of the Demised Premises by any party other than Tenant. Landlord agrees that it will

not unreasonably withhold its consent to a proposed assignment or subletting. In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed assignment or subletting, including, without limitation: (a) the business reputation of the proposed assignee or subtenant and its officers, directors and owners; (b) the nature of the business of the proposed assignee or subtenant and its effect on the other tenants of the Building; (c) the financial stability of the proposed assignee or subtenant; and (d) restrictions, if any, contained in leases or other agreements affecting the Development. Except as provided in Section 17.3 hereof, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the consent of Landlord. Tenant shall not have the right to sublet or assign to a non-affiliate after the initial Term of this Lease.

17.2 (a) If at any time or from time to time during the Term, Tenant desires to sublet all or any part of the Demised Premises or to assign this Lease, Tenant shall give notice to Landlord setting forth the proposed subtenant or assignee, the terms of the proposed subletting and the space so proposed to be sublet or the terms of the proposed assignment, as the case may be. If the proposed subletting or assignment is to a non­ affiliate of Tenant, Landlord may terminate this Lease as the portion of the Demised Premises which Tenant proposes to sublet or assign, such termination right to be exercised by notice from Landlord to Tenant within thirty (30) days after Tenant's notice to Landlord of the proposed sublet or assignment, provided that such termination notice by Landlord shall not be effective if, within thirty (30) days after Landlord's termination notice to Tenant, Tenant give notice to Landlord retracting the proposed sublet or assignment notice.

(b) In the event Tenant shall so sublet a portion of the Demised Premises to a non-affiliate of Tenant, or assign this Lease to a non-affiliate of Tenant, and Landlord has not terminated this Lease fifty percent (50%) of all of the sums or other economic consideration received by Tenant as a result of such subletting or assignment whether denominated rentals or otherwise, under the sublease or assignment, which exceed in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease together with all reasonable costs (such as legal and brokerage fees and tenant improvements) in connection with such assignment or subletting (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease) shall be payable to Landlord as additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder.

17.3 Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord

of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease.

18. Tenant Rules and Regulations.

Tenant shall faithfully observe and comply with the Tenant rules and regulations annexed to this Lease as Exhibit "D" hereto and, after notice thereof, all reasonable modifications thereof and additions thereto from time to time promulgated in writing by Landlord so long as such rules and regulations are uniformly applied to all other similarly situated tenants and occupants of the Building (the "Rules"). Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Building of any of the Rules, provided, however, Landlord shall enforce the Rules on a non-discriminatory basis, provided, further, however, that if the breach of any such rules or regulations shall adversely affect Tenant's operations in the Demised Premises, Landlord shall use commercially reasonable efforts to enforce the same. If there is any conflict between this Lease and such rules and regulations, the provisions of this Lease will prevail.

19. Entry by Landlord.

19.1 Landlord and its designees may enter the Demised Premises at reasonable times to (a) inspect the Demised Premises (b) exhibit the Demised Premises to prospective purchasers and lenders and during the last nine (9) months of the Term, prospective tenants, (c) determine whether Tenant is complying with all of its obligations hereunder, (d) supply janitor service and any other services to be provided by Landlord to Tenant hereunder, and (e) make repairs required of Landlord under the terms hereof or repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of the Building; provided, however, that all such work shall be done as promptly as reasonably possible. In connection with such entry, Landlord shall use its commercially reasonable efforts not to interfere with Tenant's business operations in the Demised Premises and minimize any such interference and, except in an Emergency (as hereinafter defined), to only enter the executive offices and other areas containing confidential information with the Demised Premises with the prior consent of

Tenant.    Except pursuant to (d) above and in an emergency, an event requiring immediate action, e.g., danger to health, life or property, fire water seepage, sewer backup or cessation or interruption of any facility servicing the like, (an "Emergency"), Landlord shall give Tenant reasonable prior notice (which need not be in writing) of entering into the Demised Premises and Tenant may accompany Landlord. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Demised Premises or any other loss occasioned by such entry during an Emergency. In the event of an Emergency, Landlord shall give reasonable notice under the circumstances prior to entering the Demised Premises.

19.2 Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Demised Premises (excluding Tenant's vaults, safes and similar areas designated in writing by Tenant in advance and executive offices and other areas containing confidential information as reasonably determined by Tenant); and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in any Emergency in order to obtain entry to the Demised Premises, and any entry to the Demised Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Demised Premises or an eviction, actual or constructive, of Tenant from the Demised Premises, or any portion thereof. Damage to the Demised Premises resulting from Landlord's entry shall be repaired at Landlord's expense.

20. Events of Default - Tenant.

20.1 The occurrence of any one or more of the following events (hereinafter referred to as "Events of Default") shall constitute a breach of this Lease by Tenant: (a) if Tenant shall fail to pay the Basic Rental or any other sum when and as the same becomes due and payable and such failure shall continue for more than ten (10) days after written notice thereof from Landlord; or (b) if Tenant shall fail to perform or observe any other term hereof or of the rules and regulations referred to in Section 18 hereof to be performed or observed by Tenant, such failure shall continue for more than thirty (30) days after written notice thereof from Landlord, and Tenant shall not within such thirty ( 30) day period commence with due diligence and dispatch the curing of such default, or, having so commenced, shall thereafter fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default; (c) if Tenant shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated as insolvent or shall file a petition in any proceeding seeking any reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar relief under any

present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or any material part of its properties; (d) if within ninety (90) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment without the consent of acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of any material part of its properties, such appointment shall not have been vacated; or (e) if this Lease or any estate of Tenant hereunder shall be levied upon under any attachment or execution and such attachment or execution is not vacated within sixty ( 60) days.

20.2 If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this Lease, in addition to curing or adequately assuring the cure of all defaults existing under this Lease on Tenant's part on the date of filing of the proceeding (such assurances being defined below), Tenant, as debtor, or the trustee or assignee must also furnish adequate assurances of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months' rent, including all other charges payable by Tenant hereunder, such as the amounts payable pursuant to Article 5 hereof, and, in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and that its use of the Demised Premises will not be detrimental to the other tenants in the Building or Landlord. In a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the filing of the proceeding, or he shall be deemed to have rejected and terminated this Lease.

21. Remedies.

21.1 Any time an uncured Event of Default by Tenant as set forth in Section 20.1 hereof exists, Landlord, at its option, may terminate this Lease upon and by giving written notice of termination to Tenant as required by law (currently, at least thirty (30) days prior written notice), or Landlord, without terminating this Lease, may at any time after such default or breach, without notice or demand additional to that provided in Section 20.1 hereof (other than notice and/or demand required by applicable law), and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default or breach (other than the aforesaid right of termination) exercise any one or more of the remedies hereinafter provided in this Section 21.1, or as otherwise provided

by law, all of such remedies (whether provided herein or by law) being cumulative and not exclusive:

Landlord shall have the right to recover the rental and all other amounts payable by Tenant under this Lease as they become due (unless and until Landlord has terminated this Lease and all other damages incurred by Landlord as a result of an Event of Default.) Landlord may enter the Demised Premises either by summary proceedings or by any other lawful proceeding (without thereby incurring any liability to Tenant and without such entry being constituted an eviction of Tenant or termination of this Lease) and take possession of the Demised Premises excluding all personal property of every kind on the Demised Premises not owned by Landlord, and Landlord shall at any time and from time to time relet the Demised Premises or any part thereof for the account of Tenant, for such terms, upon such conditions and at such rental as Landlord may in the exercise of its commercially reasonable judgment deem proper. In the event of such reletting, (i) Landlord shall receive and collect the rent therefrom and shall first apply such rent against such expenses as Landlord may have incurred in recovering possession of the Demised Premises, placing the same in good order and condition, altering or repairing the same for reletting, and such other expenses, commissions and charges, including attorney's fees and real estate commissions, together with an additional fifteen percent (15%) of such expenses, which Landlord may have paid or incurred in connection with such repossession and reletting, and then shall apply such rent against the rent as it comes due under this Lease, and (ii) Landlord may execute any lease in connection with such reletting in Landlord's name, as Landlord may see fit, and the tenant of such reletting shall be under no obligation to see to the application by Landlord of any rent collected by Landlord.

21.2 Landlord shall use its commercially reasonable efforts to mitigate its damages in the event of an uncured Event of Default, but Landlord shall not be required to favor the Demised Premises if there are other vacant comparable premises in the Building.

22.     Termination upon Default.

Upon a termination of this Lease by Landlord pursuant to Section 21 hereof, Landlord shall be entitled to recover from Tenant the aggregate of: (a) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the then reasonable rental value of the Demised Premises during such period; (c) the worth at the time of the award of the amount by which the unpaid rental for the balance of the term of this Lease after the time of award exceeds the reasonable rental value of the Demised Premises for such

period; and (d) Landlord's other actual damages (if any), proximately caused by the Event of Default. The "worth at the time of award" of the amounts referred to in clauses (a) and (b) above is computed from the date such rent was due or would have been due, as the case may be, by allowing interest at the rate of two percent ( 2%) in excess of the prime rate as published in The Wall Street Journal or, if a higher rate is legally permissible, at the highest rate legally permitted. The "worth at the time of award" of the amount referred to in clause (c) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of Chicago at the time of award, plus one percent (1% ). Notwithstanding the provisions of Section 2 2 hereof to the contrary, Tenant shall continue to pay the difference between the rental herein reserved over the then reasonable rental value of the Demised Premises for the remainder of the stated term on a monthly basis until such time, if at all, that such amounts are in arrears for in excess of sixty ( 60) days, in which event Landlord shall have the right to accelerate such amounts in accordance with Section 2 2 (c) hereof.

23. Landlord's Right to Cure Defaults.

All covenants, terms and conditions to be performed by Tenant under any of the terms of this Lease shall be at its sole cost and expense and without any abatement of rental except as expressly provided herein. If Tenant shall fail to pay any sum of money, Basic Rental and other than Basic Rental, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder and such failure shall continue for thirty ( 30) days after notice thereof by Landlord, and such failure results in an Event of Default, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant's part to be made or performed as in this Lease provided. All sums so paid by Landlord and all necessary incidental costs shall be deemed additional rental hereunder and shall be payable to Landlord on demand, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment thereof by Tenant as in the case of default by Tenant in the payment thereof by Tenant as in the case of default by Tenant in the payment of Basic Rental.

24. Landlord's Default

Landlord shall not be deemed in default under the terms of this Lease unless (i) Landlord shall fail to pay any amount payable hereunder when and as such sum becomes due and payable and such failure shall continue for more than thirty (30) days after written notice thereof from Tenant or (ii) Landlord shall fail to perform its obligations under this Lease for more than thirty (30) days after written notice of such default shall have been received by Landlord (except in the event of an Emergency, in which case no

notice or cure period shall be required), provided that if the curing of such default reasonably requires in excess of thirty (30) days (except in the case of an Emergency), Landlord shall not be deemed in default hereunder if it shall commence to cure such default within such thirty ( 30) day period and thereafter diligently prosecutes such cure, then Tenant shall have its rights and remedies provided at law and in equity and pursuant to the provisions of this Lease. In addition and notwithstanding the foregoing or anything else to the contrary contained in this Lease, if any such default materially and adversely affects Tenant's use of the Demised Premises then, Tenant shall have the right but not the obligation to cure or correct said default provided Tenant shall give Landlord five (5) days' prior written notice of its intention to cure or correct the Landlord default (and for defaults for which Landlord is provided a five (5) day cure period, Landlord has failed to cure said default within such five ( 5) day cure period) except in an Emergency when only reasonable notice will be provided. In connection with the exercise of its rights under this Section, Tenant shall use reasonable efforts not to materially and adversely affect other tenants' occupancy of the Building and Tenant may only engage the

Contractors to perform any work involving the Critical Building Systems.

Lease.

The provisions of this Section 24 shall survive the expiration or termination of this

25.     Attorneys Fees

The prevailing party in any lawsuit between Landlord and Tenant shall be reimbursed by the non-prevailing party for its reasonable attorney's fees and costs.

26.     Subordination and Nondisturbance Agreement.

2 6.1 (a) Landlord represents and warrants to Tenant that the Development is only encumbered by the matters identified on Exhibit "F" hereto ("Current Encumbrances"). If Landlord desires that Tenant subordinate its interest in this Lease to the holder of a mortgage on the Development, Tenant shall execute a subordination, nondisturbance and attornment agreement in such mortgagee's standard form and if Tenant fails to do so within ten (10) business days after such demand, Tenant hereby irrevocably appoints Landlord as Tenant's attorney in fact, in its name, place and stead to do so.

(b) Within ten (10) business days after Tenant's request therefore, Landlord shall deliver, to any lender holding a security interest in Tenant's personal property located within the Demised Premises, an acknowledgement and subordination in a form reasonably acceptable to Tenant and Tenant's lender.

27.     Merger.

The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or subtenancies.

28.     Non-liability of Landlord.

2 8.1 In the event Landlord hereunder or any successor owner of the Building shall sell or convey the Building and the successor thereto shall assume such liabilities and obligations, all liabilities and obligations on the part of the original Landlord or such successor owner making such conveyance under this Lease accruing thereafter shall terminate, and thereupon all such liabilities and obligations hereof, shall be binding upon the new owner. Tenant shall attorn to such new owner.

28.2 Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining areas or any part of the area adjacent to or connected with the Demised Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from theft or a failure of the security systems in the Building or for any damage or loss of property within the Demised Premises from any cause other than by reason of the failure by Landlord to comply with the Lease or the negligence or willful act of Landlord, and then only if such damage or loss is not covered by Tenant's insurance, except as otherwise provided in this Lease, and no such occurrence shall be deemed to be an actual or constructive eviction from the Demised Premises or result in an abatement of rental.

28.3 If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed, and, if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

29.     Estoppel Certificate.

At any time and from time to time upon ten (10) business days' prior request by Landlord or Tenant, the other party will promptly execute, acknowledge and deliver to the requesting party, a certificate indicating (a) that this Lease is unmodified and in full force

and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification), (b) the date, if any, to which rental and other sums payable hereunder have been paid, (c) that no notice has been received of any default which has not been cured, except as to defaults specified in said certificate, and (d) such other matters as may be reasonably requested by Landlord or Tenant. Any such certificate may be relied upon by any prospective purchaser, mortgagee or beneficiary under any deed of trust of the Building or any part thereof.

30. Holding Over.

It is hereby agreed that in the event of Tenant holding over after the termination of this Lease, by lapse of time or otherwise, thereafter the tenancy shall be from month to month in the absence of a written agreement to the contrary, and Tenant shall pay to Landlord a monthly occupancy charge equal to (i) for the first sixty ( 60) days of holdover, one hundred twenty -five percent (12 5%) of the monthly Basic Rental payable hereunder for the last lease year, and (ii) for any holdover beyond said sixty (60) days, one hundred seventy-five percent (17 5%) of the monthly Basic Rental payable hereunder for the last lease year (plus all other charges payable by Tenant under this Lease) such occupancy charges to be payable from the expiration or termination of this Lease until the end of the calendar month in which the Demised Premises are delivered to Landlord in the condition required herein. If Landlord shall enter into a new lease or amend an existing lease for premises in the Building for all or a portion of the Demised Premises at the end of the Term, Landlord shall so notify Tenant and if Tenant fails to vacate and deliver all or such portion of the Demised Premises to Landlord within sixty ( 60) days after receipt of such notice (but in no event prior to the expiration or earlier termination of this Lease), Tenant shall be responsible for any and all damages incurred by Landlord as a result of Tenant's failure to so vacate and deliver the Demised Premises or such portion thereof (including the loss of such lease or amendment).

31. Abandonment.

If Tenant shall abandon (and cease paying rent) or surrender the Demised Premises, or be dispossessed by process of law or otherwise, any personal property belonging to Tenant and left on the Demised Premises for a period of Five (5) days after such abandonment or surrender shall be deemed to be abandoned, or, at the option of Landlord, may be removed by Landlord at Tenant's expense after ten (10) days written notice to Tenant.

32.     Waiver.

3 2.1 The waiver by Landlord or Tenant of any agreement, condition or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision herein contained, nor shall any custom or practice which may grow up between the parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord or Tenant to insist upon the performance by Landlord or Tenant, as applicable, of the terms hereof in strict accordance with said terms. The subsequent acceptance of rental hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition or provision of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rental.

32.2 Landlord and Tenant hereby waive trial by jury in any action, proceeding, or counterclaim brought by Landlord or Tenant against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord to Tenant, the use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, any claim of injury or damage, and any emergency or other statutory remedy; provided, however, the foregoing waiver shall not apply to any action for personal injury or property damage. If Landlord commences any summary or other proceeding for nonpayment of rent or the recovery of the possession of the Demised Premises, Tenant shall not interpose any counterclaim of whatever nature or description in any such proceeding, unless the failure to raise the same would constitute a waiver thereof.

33.     Notices.

All notices, consents, requests, demands, designations or other communications which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been duly given when (i) personally delivered, or (ii) deposited in the United States mail, certified or registered, return receipt requested, postage prepaid or sent by U.S. Express Mail or any nationally recognized overnight carrier, in each case with a signed receipt obtained upon receipt, or (iii) delivery by any such means is refused, and addressed as follows: to Tenant at the address set forth in section 1(i) hereof, or to such other place as Tenant may from time to time designate in a notice to Landlord; to Landlord at the address set forth in Section 1 (j) hereof, or to such other place as Landlord may from time to time designate in a notice to Tenant.

34.     Complete Agreement.

There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease or the Building. There are no representations between Landlord and Tenant other than those contained in this Lease and all reliance with respect to any representations is solely upon such representations.

35.     Authority.

Each of the persons executing this Lease on behalf of Landlord and Tenant do hereby covenant and warrant to the other that Landlord or Tenant, as the case may be, is a fully authorized and existing entity, that Landlord or Tenant, as the case may be, has and is qualified to do business in Michigan, that the entity has full right and authority to enter into this Lease, and that each and all of the persons signing on behalf of the entity are authorized to do so.

36.     Inability to Perform.

Except as otherwise provided herein, if either Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of any strike, lockout, labor trouble, inability to procure materials, failure of power, restrictive governmental laws or regulations, riot, insurrection, picketing, sit-in, war or other reason of a like nature not attributable to the negligence or fault of the party delayed in performing work or doing any act required under the terms of this Lease, then the performance of such work or act shall be excused for the period of the unavoidable delay and the period for the performance of any such work or act shall be extended for an equivalent period. Notwithstanding the foregoing, the provisions of this Section 36 shall not operate to excuse Tenant from the prompt payment of the Basic Rental or Landlord or Tenant from making any other payments required by the terms of this Lease.

37.     Covenant of Quiet Enjoyment.

So long as no Event of Default has occurred and is then continuing, Tenant may peacefully and quietly enjoy the Demised Premises during the term of this Lease. Landlord represents and warrants to Tenant that Landlord holds a leasehold interest in the Development pursuant to that certain lease between Fee Owner and Landlord, subject only

to the Current Encumbrances, and that the Current Encumbrances do not prohibit the conduct by Tenant of Tenant's Use (as defined in Section l(h) hereof) at the Demised Premises.

38. Signage.

Subject to rights of existing tenants, Landlord shall work with Tenant to obtain signage in the Building. At tenant's sole cost and expense.

39. Parking.

(a)     Commencing at the time of occupancy, Landlord will provide Tenant with Two Hundred Forty-Nine (249) parking spaces as included in the Rental Rate and up to Two Hundred ( 200) parking at One Hundred Seventy-Five (17 5) monthly parking rate per space per month,

(b) Landlord shall cause the Parking Structure to be available for ingress and egress by employees, customers and invitees of Tenant twenty-four (24) hours a day, three hundred sixty-five (3 65) days per year, under arrangements reasonably satisfactory to Tenant and Landlord and in accordance with the Security Specifications. The Parking Structure shall be used for vehicle parking during the Term, Tenant may not sublease, assign or license its parking spaces to third parties that do not occupy any portion of the Demised Premises or have the right to occupy any portion of the Demised Premises.

(c) Except as otherwise set forth in this Lease, the Parking Structure shall be operated in accordance with the Rules set forth in Exhibit "E" as established by Landlord from time to time and uniformly applied to all occupants of the Office Premises.

(d) Landlord shall provide parking spaces in the Parking Areas for Tenant's customers pursuant to a ticket validation program. Such parking shall be for a period with respect to each car not to exceed the amount of time designated by Landlord from time to time. The validation charge for Tenant's customers shall be established by Landlord prior to the Commencement date and shall be subject to periodic increases as determined by Landlord based on increases on the charges for parking in the Parking Areas. Tenant shall receive invoices from Landlord on a monthly basis for each parking ticket validated by Tenant and the amount due shall be payable with ten (10) days after presentation of an invoice therefore together with copies of the validated tickets.

40. Building Amenities

Landlord shall make available for use by Tenant at no cost to Tenant except as provided below, the following Building amenities, each of which shall be maintained by

Landlord in a first class condition and in at least the same or better condition as existing as of the date of this Lease, at Landlord's sole cost and expense. Such Building amenities shall be made available by Landlord during the entire Term except as provided below:

(a) (i) Landlord may, during the Term, operate, or cause to be operated, the Market Place Cafe ("Cafe") located on the second (2nd) floor of the Building for the non­ exclusive use by Tenant's employees and guests as a sit-down, cafeteria style food service operation during the hours of 7:00am-10:00 a.m. (breakfast) and 11:00 a.m.-1:30 p.m. (lunch) and offering food in substantially the same manner as the Cafe is being operated as of the date of this Lease; provided, however, the hours of operation and prices are subject to change so long as such hours of operation are consistent with other similar cafeterias operated in Class A office buildings in the general geographic area of the Development and the Cafe operates for breakfast and lunch Monday through and including Friday. Notwithstanding the foregoing or anything else to the contrary if Landlord desires to cease operating the Cafe Landlord shall provide Tenant at least ninety (90) days' notice prior to the date Landlord ceases operating the Cafe,

(b) The lobby in the Building for special events. Tenant acknowledges that the lease with the Hard Rock Cafe provides the limitations on the use of the lobby as described on Exhibit "D" hereto.

41. Miscellaneous.

41.1 The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. Article and Section headings are used for convenience and shall not be considered when construing this Lease. The Exhibits attached to this Lease are incorporated into and made a part of this Lease. Notwithstanding the foregoing or anything else to the contrary contained in this Lease, if there is a conflict between this Lease and the provisions of any of the Exhibits, the provisions of this Lease shall control. As used in this Lease, "including" and its variants mean "including, without limitation" and its variants.

41.2 Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

41.3 The agreements, conditions and provisions herein contained shall, subject to the provisions as to assignment, set forth in Article 17 hereof, apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto.

41.4 If any provisions of this Lease shall be determined to be illegal or unenforceable, such determination shall not affect any other provisions of this Lease and all such other provisions shall remain in full force and effect.

41.5    This Lease shall be governed by and construed pursuant to the laws of the

State of Michigan.

41.6 Whenever this Lease (including any of the Exhibits) provides that a party's consent or approval is required or may be obtained, Landlord and Tenant agree that such consent or approval shall not be unreasonably withheld, conditioned or delayed.

41.7 This Lease may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same

instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURE PAGE TO LEASE BETWEEN COMPUWARE CORPORATION AND COVISINT CORPORATION___

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set

forth in Section l(a) on this 28th

day of March, 2014.

WITNESS:     COMPUWARE CORPORATION,

a Michigan corporation

/s/ Gail Lopez                

Gail Lopez

By:

/s/ Denise Starr            

Denise Starr

Its:    CAD

"LANDLORD"

COVISINT CORPORATION

a Michigan corporation

/S/ Michael A. Sosin                

By:    /s/ Samuel M. Inman, III

Its: Interim President and Chief Executive Officer

"TENANT"

EXHIBIT "A"

LEGAL DESCRIPTION OF LAND AND PARKING STRUCTURE

Land in the City of Detroit, County of Wayne, Michigan, being a part of "Section No. 7

Governor and Judges Plan of the City of Detroit", as recorded in Liber 34, Page 544 of Deeds and in Liber 1, Page 19 9 of Plats, and the "Subdivision of Lot 80, Section 7, Governor and Judges Plan", as recorded in Liber 1, Page 2 71 of Plats, Wayne County Records comprised of:

Lots 40 through 49 inclusive, Lot 79, 80, (being replatted as Lots 1 through 5 inclusive, of said subdivision of Lot 80) and 81, the vacated alleys adjacent to these lots, Lot 1, Lots

50 through 56 inclusive, Lots 82 through 84 inclusive, the vacated alleys between Lots

50 through 52 and Lots 8 2 through 84, the vacated alley between Lots 53 through 54 and Lot 55, the part of the alley as vacated, between Lot 2 and Lot 54, a part of Library Avenue (60 feet wide) as vacated between (i) Lots 53, 55 and 56, the vacated alley between Lots 53 and 55, and (ii) Lots 52 and 84, and the vacated alley between Lot 52 and 84, a part of Farmer Street (60 feet wide) as vacated between (i) Lots 50 and 82 and the vacated alley between Lot 50 and 82 and (ii) Lots 49, 80 and 81, and the vacated alley between Lots 49 and 81, and the vacated alley between Lots 54 and 55. The Westerly 10 feet of Monroe, as proposed to be vacated, the Northerly 26.7 feet of Campus Martius, as proposed to be vacated, the Easterly 10 feet of Woodward Ave., as proposed to be vacated, the Southerly 10 feet of Gratiot Avenue, as proposed to be vacated, and the Southerly 10 feet of Farmer Street, as proposed to be vacated, except land taken for Randolph Street (width varies) being more particularly described as follows:

Beginning at a point distant North 7 5 degrees 10 minutes 18 seconds West 14.15 feet from the Northwesterly corner of Lot 40 of the said "Section No. 7 Governor and Judges Plan of the City of Detroit", said point also being at the intersection of the proposed Easterly line of Woodward Avenue (width varies) and the proposed Southerly line of Gratiot Avenue (width varies); thence North 59 degrees 50 minutes 52 seconds East

280.88 feet along the said proposed Southerly line of Gratiot Avenue to a point on the proposed Southerly line of Farmer Street (60 feet wide); thence South 60 degrees 06 minutes 57 seconds East 51.09 feet along said proposed Southerly line to a point on the extension of the Easterly line of Gratiot Avenue (width varies); thence North 29 degrees

46 minutes 55 seconds East 401.65 feet along said Easterly line to a point on the Southerly line of a 20 foot wide alley; thence South 60 degrees 06 minutes 10 seconds East 140.46 feet along said Southerly line to a point on the Easterly line of said alley; thence North 2 9 degrees 46 minutes 31 seconds East 40.00 feet along said Easterly line, and its extension, to a point on the Southerly line of Lot 2 of the said "Section No. 7

Governor and Judges Plan of the City of Detroit"; thence South 60 degrees 06 minutes 10 seconds East 30.11 feet along said Southerly line to a point on the Westerly line of Lot 1; thence North 29 degrees 46 minutes 26 seconds East 22.99 feet along said Westerly line to a point on the Southerly line of Randolph Street (width varies); thence South 26 degrees 17 minutes 44 seconds East 7 2.53 feet along said Southerly line to a point on the proposed Westerly line of Monroe Avenue (120 feet wide, proposed 110 feet wide); thence South 29 degrees 45 minutes 57 seconds West 712.42 feet along said proposed Westerly line to a point on the proposed north line of Campus Martius; thence South 89 degrees 46 minutes 54 seconds West 198.63 feet along said North line to a point on the said proposed Easterly line of Woodward Avenue (width varies); thence North 30 degrees

11 minutes 27 seconds West 289.61 feet along said Easterly line to the point of beginning. Commonly known as: 1044 Woodward Avenue, Detroit, Ml 48226

A-1

EXHIBIT "A-1" SITE PLAN

EXHIBIT "8" DEMISED PREMISES

EXHIBIT "C"

Office Tenant Design Criteria and Construction Manual

COMPUWARE BUILDIING

ONE CAMPUS MARTIUS DETROIT, Ml48226

OfficeTenant - Design Criteria

and Construction Manual

Hines

Property Management Office

Located on 3 Woodward

313-227-4848

re

THE TECHNOLOGY

PEFWORMANCE COMPANY

TABLE OF CONTENTS

1.     Introduction ....................................................................................................................... 1

1.1.     Building Address Information .................................................................................. 2

1.2.    Contact Information................................................................................................. 2

2.     Preferred and Critical System Contractors........................................................................ 3

3.     Building Design Criteria..................................................................................................... 5

3.1.    Intended Design Conditions .................................................................................... 5

3.2.    General Requirements ............................................................................................ 8

3.3.    Structural Information .............................................................................................. 9

3.4.    Mechanical, Electrical, and Plumbing (MEP) Information ....................................... 9

3.5.    Building Automation System ................................................................................. 11

3.6.    Telephone System ................................................................................................ 11

3.7.    Fire Life Safety System ......................................................................................... 12

3.8.    Building Access Control System ........................................................................... 13

3.9.    Building Standard Specifications & Materials ........................................................ 13

4.     Recommendations ........................................................................................................... 16

4.1.    Architectural .......................................................................................................... 16

4.2.    Mechanical ............................................................................................................ 17

4.3.    Structural............................................................................................................... 18

4.4.    Electrical................................................................................................................ 18

4.5.    Plumbing ................................................................................................................ 19

4.6.    Finishes ................................................................................................................ . 19

5.     Tenant Plans and Drawings ............................................................................................ 19

6.    Submission, Review and Approval of Tenant Improvement Plans and Specifications ... 20

6.1.    General.................................................................................................................. 20

6.2.    Plan Submission Requirements ............................................................................ 22

6.3.    Tenant Improvement Plans and Specifications ..................................................... 23

7.     Construction Rules and Regulations ............................................................................... 25

7.1.    Contact Information ............................................................................................... 25

7.2.    General Rules ....................................................................................................... 26

7.3.    During Construction .............................................................................................. 27

7.4.     Parking and Deliveries .......................................................................................... 27

7.5.    Security .................................................................................................................. 28

7.6.    Trash ...................................................................................................................... 28

7.7.    General Requirements .......................................................................................... 29

7.8.    Insurance Requirements .......................................................................................30

7.9.    Building Address Information ................................................................................ 33

7.10. Building Hours and Information ............................................................................. 33

7.11. Service Elevator(s) and Loading Dock .................................................................. 33

7.12. Site Visits............................................................................................ ................... 34

7.13. Keying Schedule ................................................................................................... 34

8.    Completion and Close Out................................................................................................. 34

9.    Glossary of Terms.............................................................................................................. 35

Compuware Building

Office Tenant- Design Criteria & Construction Manual     08/13/13

10.    Attachment- TenantfTenant Contractor Close-Out Requirements Matrix ........................ 1

11.    Attachment- Hines Special Request Form ......... ... ... ... ..................... ...................2

Compuware Building

Office Tenant- Design Criteria & Construction Manual     08/13/13

1.     INTRODUCTION

• The purpose of this document is to provide information for the general office tenant improvement work or alterations at the Compuware building. Some of the requirements and provisions in this manual may differ from specific requirements and provisions contained in the lease of a particular tenant. In the event of any conflict between a particular tenant's lease and this manual, the lease shall control and shall be deemed to modify this manual. Anyone involved in the management of a particular tenant improvement or alteration project should be familiar with the relevant requirements and provisions in the tenant's lease, if any, which modify this manual. However, in the absence of any modifying lease provisions, the requirements, rules and regulations set forth in this manual will govern the design and construction of all tenant improvements or alterations at the Compuware building. Landlord reserves the right to rescind, add or modify this document at any time.

1

Compuware Building

9/14/12

Office Tenant- Design Criteria & Construction Manual

1. General Information

1.1.    Building Address Information

Mailing Address

Tenant Name

One Campus Martius

Suite#_

Detroit, MI 48226

I

Street Address

1044 Woodward Avenue

Suite#_

Detroit, M148226

1.2.    Contact Information

Hines: Property Management Office

The Property Management Office is located in the building

Main Number    313-227-4848

Fax Number    313-227-4860

General Email Address    Hines@Compuware.com

Tenant Portal    hines.awaremanager.com/ ompuware

Name	Title	Contact Information
Michael B. McNally	Property Manager	Ph: 313-227-5613 Michaei.McNallv@Hines.com
Pete Rzotkiewicz	Building Services Manager	Ph: 313-227-5616 Pete.Rzotkiewicz@Hines.com
Chris Hewitt	Engineering Manager	Ph: 313-227-5611 Chris.Hewitt@Hines.com
Leslie Wojcik	Project Accountant	Ph: 313-227-9233 Leslie.Woicik@Hines.com
Nancy Verstraete	Tenant Services Coordinator	Ph: 313-227-5615 Nancv.Verstraete@Hines.com
Kim Runyon	Receptionist	Ph: 313-227-4848 Kim.Runvon@Hines.com

Building Security

Security Command Center (SCC)    313-227-6111

Located in the Atrium near the Farmer Street Entrance.

Concierge's Desk    313-227-4887

Located in the Atrium near the Main Entrance.

Emergency Numbers Police Emergency Medical Emergency Fire Emergency

911

911

911

2.    PREFERRED AND CRITICAL SYSTEM CONTRACTORS

Architects:     Von Staden Architects

Gail Bernard Von Staden

240 Main Street

Suite 200

Birmingham, Ml48009 (248) 646-9933

General Contractor:

Schaible Builders Inc. P.O. Box 676

St. Clair Shores, Ml 48080-0676 (586) 949-7969

Mechanical:    Limbach, Inc.

Thorn Barry P.E.

926 Featherstone Road

Pontiac, Ml 48342 (248) 335-4181

Plumbing:     Guardian Plumbing

34360 Glendale Livonia, Ml48154 (734) 513-9550

* Life Safety: Siemens Building Technologies SST (Fire Systems) Lisa Rollstin

45470 Commerce Center Drive Plymouth Township, Ml48170 (734) 456-3801

1-800-832-6569 for 24 HR Emergency

Fire Suppression:

Elite Fire Safety, Inc. Nate Merritt

25200 Telegraph Road, Suite 118

Southfield, M148033

(248) 834-4467 (including emergencies)

Electrical: G.S.I. (Gemellaro Systems Integration, LLC) Edward Gemellaro

376 Robbins Dr.

Troy, Ml 48083 (248) 585-5535

* Denotes Critical System Contractor

Electrical Cont'd: Siemens Energy & Automation, Inc. (Electrical Systems) AI Gutenschwager

21741 Melrose Avenue Southfield, Ml 48075 (248) 357-7346

Glass:    Christy Glass Co.

Dennis Pokropowicz

570 W. 8 Mile Road Ferndale, Ml 48220-2400 (248) 544-8200

Paint:    JPD Painting Inc.

Joseph Peter Deighan

31395 Fairfax Avenue Beverly Hills, Ml 48025 (248) 203-6654

Utilities:    Detroit Edison

2000 Second Avenue Detroit, Ml 48226 (313) 235-7201

Janitorial: Preferred Building Services, LLC Mike Licatta

23077 Greenfield Road

Suite 107

Southfield, Ml 48076 (248) 559-0700

*Access Control System:

Conti Technologies

Bill Atwell

64117 Center Drive Sterling Heights, Ml48312 (586) 274-2268

batwell@contitechnologies.com

* Denotes Critical System Contractor

3.    BUILDING DESIGN CRITERIA

3.1.     Intended Design Conditions

Outside design conditions are as follows:

•    Summer     90° F DB*

73° F WB*

•    Winter     5° F DB**

•    Evaporative Cooling    

Equipment Ambient

Air Temperature

•    Sensible Cooling    

Equipment Ambient

Air Temperature

*     Based on ASHRAE 1997, 0.4% Design for Detroit, Michigan

Less than ASHRAE 1997, 99.5% Design for Detroit, Michigan

Indoor Design Conditions     Summer     Winter

•    Office areas

•    Cafeteria (Dining)

•    Kitchen

•    Wellness Center

•    Wellness Shower/Locker

•    Child Development Center

•    Child Development Center

Outdoor Play Area

Portion within Parking Deck

75° F DB     72° F DB

50% RH (max.)     30% RH

75° F DB     72o F DB+/-

50% RH (max.)     No Humidification

75° F DB+     72° F DB+

72° to 75° F DB     72° to 75° F DB

50% RH (max.)

75° F DB     75° F DB

60% RH (max)     30% RH

75° F DB     72° to 75° F Db

50% RH (max)     30%

No Cooling     Radiant "Warming"

•    Atrium (occupied portions)     75° F DB

50% RH (max)

72° F DB

No Humidification

•    Retail     76° F DB

60% RH (max)

• Pedestrian Walkway from     aoo F DB Parking Deck to Office Building

72o F DB

No Humidification

68° F DB

Indoor Design Conditions     Summer     Winter     

•     Data Center     75° F DB     72° F DB

50% RH (max)     35% RH

• UPS Room	80° F	70° F
	55% RH	No Humidification

• Telephone Room	80° F	70° F
	55%	30%

•     Telecom Room     75° F DB     72° F DB

55% RH (max)     30% RH

•     Security Office     75° F DB     72° F DB

55% RH (max)     30% RH

• Mechanical/Electrical Equipment Rooms	100° F DB (max)	60° F DB
• Penthouse AHU Room	100° F DB (max)	60° F DB
• Enclosed Parking Heating	No Cooling (Ventilation only)	Above Ceiling 50° F
• Enclosed Shaft	78° F DB 55% RH (max)	72° F DB
• Elevator Lobbies at Parking Structure	1ooo F DB (max)	50° F DB No Humidification
• Stair Towers at Parking	100° F DB (max)	No Heating
Structure		Ventilation

Outside Air Ventilation Rates:

•     Outside air ventilation rates will be in accordance with ASHRAE Standard 62-

1999 "Ventilation for Acceptable Indoor Air Quality" and /or mechanical code.

• Variable volume air handling systems will include controls to maintain the required minimum outside air ventilation rates throughout the entire range of system airflows.

Air Change Rates:

• Minimum air change rates will be as follows (unless heating cooling load and applicable codes(s) necessitates higher value)

•    Office areas:     4 air changes/hours

• Conference Rooms (occupied Mode)     As required to maintain the Room outside air Fraction (no. of people x 20

cfm/person x 0.5 Intermittent Occupancy factor/room total fm) < =0.23; Or 4 air changes per hour (whichever is greater)

• Toilet Rooms:    10 air changes/hour exhausted to outdoors)

•     Cafeteria:     6 air changes per hour

•     Gymnasium, Racquetball, Cardiovascular, 2 air changes/hour

Free Weights (high-bay areas)

•     Aerobics:     6 air changes/hour

• Locker Rooms:     10 air changes/hour (exhausted to outdoors) during Occupied Mode.

• Child Development Center Classrooms:    As required to maintain the room outside air Fraction (no. of people x 15

fm/person/room total cfm)

<=.023; or 4 air changes per hour (whichever is greater)

• Kitchen:        10 air changes per hour; or greater if required by Exhaust hood flow rates.

•     Atrium -at skylight:     1.5 cfm/sq. ft.

•     Atrium -Ground Floor and Second Floor     2 cfm/sq. ft.

•     Print Room (at Data Center)     6 air changes per hour

(exhausted to outdoors)

• Below grade (enclosed) Parking:        1.5 cfm per square foot at full flow, and minimum 5 cfm per person when at low flow as

controlled by Carbon monoxide detectors.

Intended Electrical Design

•     General Office Lighting

(Including task lighting)     1.5 watts/sq. ft.

•     General Office Power

(Receptacle, including computer/data processing)     3.5 watts/sq. ft.

•     Telecommunication Closets     20     watts/sq. ft.

•     Technology Labs     30     watts/sq. ft.

•     Lobby Lighting and Assembly Areas     8     watts/sq. ft.

•     Mechanical Rooms/Core Areas     3     watts/sq. ft.

•     Wellness Center     5     watts/sq. ft.

•     Cafeteria     5     watts/sq. ft.

•     Kitchen (assuming gas cooking)     20     watts/sq. ft.

•     Child Development Center     6     watts/sq. ft.

•     Training Center     8     watts/sq. ft.

•     Retail     14     watts/sq. ft.

3.2.     General Requirements

• Equipment and materials shall not contain asbestos or PCBs. Prior to the final review and field visit the Contractor shall certify in writing that the equipment and materials installed in this Project contain no asbestos or PCBs.

• All equipment and material to be furnished and installed on this project shall be approved by the City of Detroit as required by that authority and shall be suitable for its intended use on this Project.

•    Certificates of Insurance, with required coverage limits, shall be provided to the

Landlord prior to the start of construction.

• Tenant shall provide Landlord with written requests and plans for all Tenant Improvements. Landlord, will review all Tenant Improvement requests, plans, specifications and construction schedules in a timely fashion. Upon Tenant and Landlord agreement, Landlord will provide Tenant with approval to proceed.

• Upon project completion, Tenant will provide Landlord with three As-Built sets of drawings and a GAD/PDF file.

Permit Process

• Tenant's Contractor will be responsible for obtaining all necessary building and occupancy permits for the project unless otherwise requested by Tenant. Contractor's pricing proposal should include all required permitting costs and applicable taxes.

Move-in

• Sufficient advanced notice must be provided to the Landlord prior to the establishment of move-in date(s). Tenant and Tenant Construction Manager will provide notice well in advance of targeted move-in date(s) for reserving and scheduling use of the loading dock, service elevators and/or any other required building resource.

3.3.    Structural information

• Any live loads in excess of 50 psf or modifications to the structure mustbe approved by the Landlord's professional structural engineer to insure that initial design criteria is met or to develop appropriate structural design modifications if required.

3.4.    Mechanical, Electrical. and Plumbing (MEP) Information

Mechanical

Building StandardFPTU/Controller/Temperature Sensor- Model Information: Titus (Overhead), Model- DTQS, Fan Powered Constant Volume

Titus (In-Floor), Model- DLHK, Low Profile Fan Powered Constant Volume

Titus (Under Floor), Model- DTQS-ECM, Fan Powered w/ ECM Blower

Auto-Matrix- Controller, Model- SBC-VAVrf

Auto-Matrix - Temperature Sensor, Model - STAT3

Cooling

•    Open cubicle areas:

Cooling to the tenant floors is provided from a central chiller plant and primary air handler system located in the penthouse mechanical room on level16.

46° F primary air that is re-circulated from the tenant floors and mixed with outside air is delivered from six (6), [three (3) per wing], chilled water cooled

and humidified (winter only) primary air handler fans. Each air handler is rated at 90,000 cfm and is located in the mechanical area. Six (6) vertical shaft risers, three (3) per wing deliver the 46° F primary air to six (6), three (3)

per wing vertical fan mixing units (VMFU's) rated at 13,700 cfm each located in small mechanical rooms, three (3) per wing on each floor. At the VMFU's the primary air is mixed with the ceiling plenum return air to deliver a mixed

air temperature of approximately 62° F (resettable from thermostats in space)

to the tenant space through the under floor air distribution system. Air flow is directed to each cubicle through an in floor air diffuser that can be adjusted

by employees to maintain comfort.

•    Offices and conference rooms:

In floor constant volume fan powered terminal units are located under the

raised floor system adjacent to the office/ conference rooms. In occupied mode the fan shall operate continuously and will maintain space temperature utilizing under floor air for cooling and electric reheat for heating.

•    Telecom Rooms:

Telecom room temperature is maintained at all times utilizing an overhead fan powered terminal unit (FPTU). The FPTU is connected directly to the primary air duct for cooling and utilizes electric reheat for heating.

Heating

•    Heating on tenant floors is provided by under floor constant volume FPTU's.

FPTU's are used in the exterior zones. In heating mode FPTU's utilize the warmer plenum air from floor directly below the conditioned floor. Additionally electric reheat is used to maintain perimeter space set points.

Electrical

• The electrical service for the building is supplied from The Detroit Edison Company. Two fully redundant incoming services originating from two independent substation distribution grids provide 13.2KV primary electrical service to a 15KV primary line-up located in the first floor primary room. Primary service at 13,200 volts supplies eight sub stations located on the first floor, penthouse and garage. Most of the sub-stations are double ended for redundancy. Substations will feed a vertical bus duct routed through stacked electrical rooms, two (2) per wing.

• Electrical service to a typical floor is provided by the 480 volt bus risers from the substations and is located in the electrical rooms, two (2) per wing. The bus ducts feed 480/277 volt lighting panels and 208/120 receptacle panels throughout the building's electrical-closets. Additionally there is an emergency bus riser that feeds exit and emergency/night lighting throughout the building.

• 120 volt power throughout the office area is provided via the raised access flooring system. Consolidation boxes consisting of six circuits are distributed throughout the office space. See tenant improvement as built drawings for exact locations.     '

• Emergency lighting fixtures and exit lighting fixtures are required throughout the Tenant space. Tenant exit lighting fixtures must be identical to the Base Building fixture. The emergency circuits shall be extended into Tenant's space from the emergency lighting riser at the Tenant's cost. The Tenant's Architect and Engineer, to comply with local codes, should locate the emergency lighting and exit fixtures.

• A tenant electrical fault current and load analysis will be requested of each tenant engineer to verify the number of Base Building circuits being utilized and the load being imposed on the panel. Any additional loads that are anticipated to be in excess of these may require an electrical consumption meter to indicate the instantaneous usage and the total usage.

• Emergency and standby power. The redundant utility feeds serve as the building's legally required standby and emergency supply in accordance with the National Electrical Code article 700-12(d). Additionally, a 2000KW diesel generator is utilized as a third level of back-up for the data center, data center cooling equipment, telecommunications closets, fire life safety systems and emergency lighting.

Lighting

• General office lighting is pendant mounted indirect (type ftp series) low glare fixture utilizing high efficiency T-5 lamps. Typical floor lighting is controlled by the building automation system. Offices, conference rooms and restrooms utilize occupancy sensors for additional control.

Plumbing

• Tenant plumbing fixtures may be added to the typical floor. The Base Building MEP Drawings indicate the locations for future connections. The Tenant's Architect and Engineer should verify the location of the following:

);>     Sanitary waste and vent connections.

);> 1%" valved domestic cold water connection is located in the service closets in the restrooms and a 1" riser located in the core near the current pantry areas of each level.

• Domestic hot water from local electric water heaters serves the building needs throughout the tower. Domestic hot water generated by these water heaters is not intended for use at Tenant added lavatories or sinks. Tenants desiring additional hot water should instruct their Engineers to provide additional water heaters in Tenant Construction Documents.

3.5.     Building Automation System

• The Building Automation System (BAS) is a computer based energy management system. The BAS meets the design criteria of flexibility, modularity, reliability, expandability and will provide the Landlord and Tenants with a sophisticated energy management monitoring and control system.

3.6.     Telephone System

• The telephone equipment required by the Tenant should be located within the Tenant's space. The purpose of the Base Building telephone closet is for risers and connections only.

• All individual Tenant telephone wiring shall be UL rated Teflon coated type, plenum rated and approved by the City of Detroit for installation in ceiling return air plenums.

The tenant should identify any special air conditioning requirements

(temperature, humidity, 24 hour cooling, etc.) required by the Tenant's telephone equipment or other equipment. Special 24 hour air conditioning requirements should be satisfied by self-contained air conditioning units furnished by the Tenant, which can be connected to the Base Building condenser water system.

All maintenance and repairs of Tenant specific equipment is at the cost of the Tenant.

3.7.     Fire Life Safety System

•    The standpipe system design is in accordance with the requirements of NFPA

14. A zone system of fire protection standpipes is provided with a standpipe in each stairwell with automatic pressure regulating services provided at each outlet as required. A 2%" fire hose valve is located in each stairwell at each floor for use by the City of Detroit Fire Department. ABC Fire extinguishers and cabinets are provided throughout the building.

• The building is fully sprinkled. The automatic sprinkler system design complies with the requirements of NFPA 13 (Light Hazard). Sprinkler heads will be located and coordinated by the Fire Protection Subcontractor as necessary to comply with code requirements and the needs of the Tenant. (NOTE: ANY NEW SPRINKLERS MUST BE FACTORY MUTUAL RESEARCH APPROVED).

• Special alignment and centering of sprinkler heads in ceiling tiles and occupancies other than light hazard may require additional sprinkler heads at Tenanrs cost. Additional costs may also be incurred for installing sprinkler heads in ceilings other than standard ceilings.

• The Tenant should identify any areas where water could damage equipment or other items in the event of water flow. Computer rooms, etc. may require special fire extinguishing and monitoring systems. Tenants requiring special systems and monitoring points must provide an alarm signal to the Security Command Center (SCC) which in turn will monitor and report any alarm activation. '

•    Building exit stairwells are configured with an·electric door unlock system.

Stairwell doors are unlocked upon actuation by any fire life safety alarm initiating device.

• Full addressable Ionization and photocell type smoke detectors are mounted on the ceilings of each floor as required by code. Manual pull stations are located near points of egress as required. Teriant occupancies may require additional detectors/pull stations due to the Tenant's renovation, which will be at Tenant's cost. All fire alarm devices added by Tenant are required to be UL listed, approved for use and building standard.

• Alarm signal and voice communication devices are provided throughout the building as required by code, in elevator lobbies, stairways, elevator cabs, and at the entrance to e'ach stairway on each floor as identified in the Base Building drawings. System compliance must be witnessed by the Fire Department and the voice communication criteria require that occupants must be able to hear the audio voice communication from any location within the Tenant's premises. Any additional devices including amplifiers (if required) which may be necessary for code compliance are to be provided and installed at the Tenant's cost.

3.8.    Building Access Control System

• The Compuware Building has building perimeter control points for after-hours access. After hours Tenant access to the building is by means of access card. Access points are at the Main Entrance, Farmer Entrance and Gratiot Loading dock.

3.9.    Building Standard SpecificationsandMaterials

•    All materials must carry the· proper rating for NFPA, State and Local codes.

• Standard Partition Door Types (Cherry Veneer, natural with clear polyurethane finish)

•    SMED LifeSPACE Demountable Door and Frame system, to match existing.

•    Fire Rated Doors at Core

Fabrication shall meet requirements of NWMA IS 1-80 Series, AWl and the following:

Door Thickness: Cores:

Top S ile:

1%"

Solid construction of incombustible material meeting the fire rated requirements for this Project.

-

4%" each for field cutting, of sufficient strength for securing

closures to doors without using through bolts exposed on

opposite side.

Bottom Stile: Side Edges:

Manufacturer's Standard

1%" thick hardwood, beveled 1/16" in 2" at lock and hinge edges.

Crossbands:    1/16" hardwood veneers under face veneers.

Premachined for Scheduled Hardware at Factory.

Clearances:

Door Finish:

Shall comply with fire rating requirements.

Cherry veneer

•    Hollow Metal Doors

Doors shall be made of commercial quality, level, cold rolled steel conforming to ASTM A 366 or hot-rolled, pickled and oiled steel conforming to ASTM A 569 and free of scale, pitting or surface defects. Interior Doors face sheets shall be not less then 20 gage.

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Compuware Building

Office Tenant- Design Criteria & Construction Manual    8/12/13

.

•    Hollow Metal Frames:

Interior Hollow Metal Frames shall be either commercial grade cold-rolled steel conforming to ASTM A366 or commercial grade hot-rolled and pickled steel conforming to ASTM A 569. Metal thickness shall be not less than 16 gage for frames that receive hollow metal doors (18 gage for frames that receive hollow core wood doors). All fire-rated doors must have a visible label.

•    Door Hardware:

Locksets and latch sets are lever handle, with brushed stainless steel finish. Schlage L-9000, Lever 18 Series

•    Building Standard Light Switches

To match existing

•    Building Standard Wall Outlet

Located on core only, 120 volt duplex type mounted vertically centered at 18" from finish floor.

• Raised Floor System Manufacturer: Hayworth Type: TecCrete (Corner lock)

Building standard supply air grills are floor type, compatible with TecCrete

Access Floor, and shall match existing.

•    Wall Base:

Johnsonite wall base conforming to Fed. Spec. SS-W-40a, Type 1, free of asbestos and PCB, complete with pre-modeled interior and exterior corner pieces.

Style A:

Style B:

Straight type (no-toe) type for carpet locations

Caved type with 5/8" standard toe base for other locations

Sizes:    2%'' X 0.080

Color:    To be selected by Tenant Architect.

Edge Strips:    Vinyl of color selected by Tenant Architect. Primers and

Adhesives: Waterproof, of types recommended by floor tile manufacturer for specific material. Only No-VOC adhesives to be used.

•    Modular Carpet

Only modular carpet is to be used on access floor. REFERENCE STANDARDS: ASTM E84 - Surface Burning Characteristics of Building Materials

ASTM E648 - Critical Radiant Flux of Floor Covering System Using a Radiant

Heat Energy Source

FS DDD-C-95- Carpets and Rugs, Wool, Nylon, Acrylic, Modacrylic

FS DDD-C-0095- Carpet and Rugs, Wool, Nylon, Acrylic, Modacrylic, Polyester, Polypropylene

FS DDD-C-1559- Carpet, Loop, Low Pile Height, High Density, Woven or Tufted with Attached Cushioning

Light Fixtures are pendant hung indirect fixtures from Peerless in 4', 6' and 8' incremental lengths

Sprinkler heads are fully concealed type with cover plates. NEW SPRINKLER HEADS MUST BE FACTORY MUTUAL RESEARCH APPROVED AND CALCULATION DOCUMENTS MUST BE PROVIDED.

Ceiling Tiles: Armstrong 24" x 24" x% Ultima Beveled Tegular HumiGuard Plus

Code 1911A

Grid System - Armstrong Ultima %

•    Partition Trim and Partitions

Where aluminum trim is shown, provide complete system of accessories that match door frames. Include top caps, end caps, cased openings, and borrowed light frames.

•    Wall Framing Materials

Interior Studs: Gee-shaped, punched web, hot-dipped galvanized steel (ASTM A446 G60), of sizes and gauges indicated on drawings.

Runner Channels: Hot-dipped galvanized steel, (ASTM A446 G60), unpunched webs, 1%" flanges, gauge to match studs.

Metal Angle: Angles with legs, hot-dipped galvanized, ASTM A668, G90, runners, minimum 1 3/8" x 7/8", 18 gauge.

•    Ceiling Framing Materials

Ceiling Hanger Anchorage Devices:

Screws, clips, bolts, cast-in-place concrete inserts, or other devices applicable to the indicated method of structural anchorage for ceiling hangers and whose suitability for use intended has been proven through standard construction practices or by certified test data.

For Load Supported: Devices shall be sized for 3 x calculated load supported. For Direct Pullout: Devices shall be sized for 5 x calculated loads.

•    Gypsum Board

Provide 5/8" gypsum wallboard materials in accordance with manufacturer's recommendations.

Standard Gypsum Board: ASTM C36, Regular, thickness maximum permissible length; ends square cut, tapered or beveled edges.

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Compuware Building

Office Tenant- Design Criteria & Construction Manual    8/12/13

Fire-Rated Gypsum Board: ASTM C36, Type X, UL rated; thickness as shown;

maximum permissible length; ends square cut, tapered or beveled edges.

Water-Resistant Gypsum Board: ASTM C630; water resistant paper faces; thickness shown on drawings; maximum permissible length; ends square cut, tapered or beveled edges.

•     Accessories

Corner Beads: USG "Dur-A-Bead" galvanized steel reinforcement for protecting corners of gypsum board walls.

Size:     1 1/8" x 1-1/8"

Reinforcing Tape, Joint Compound, Adhesive, Water Fasteners: Of type recommended by gypsum wallboard manufacturer to suit intended use. Joint compound and floating mud shall be compatible with paints to be applied to gypsum wallboard.

Sound Attenuation Fire Blankets (Insulation Type 10): USG ''Thermafiber" preformed mineral wool, ASTM C665, Type I, Class 25, friction fit type without integral vapor barrier membrane; 2.5 psf density.

•    Fire Extinguishers (Abc Type) And Cabinets

Fire Extinguisher Cabinets (FEC): Existing FEC to remain.

•     Drawings

3 - Half-size sets 18" x 24"

1 - CD (in current CAD level)

•    Fan Powered Terminal Units (FPTU) Mode/Information:

Titus (Overhead), Model- DTQS, Fan Powered Constant Volume

Titus (In-Floor), Model- DLHK, Low Profile Fan Powered Constant Volume Titus (Under Floor/Perimeter), Model- DTQS-ECM, Fan Powered w/ ECM Blower

•    Fan Powered Terminal Units (FPTU)- Controller!Temperature Mode/Information

Auto-Matrix, Controller Model- SBC-VAVrf

Auto-Matrix, Temperature Sensor Model- STAT3

4.    RECOMMENDATIONS

The intent of this section is to make recommendations to the Tenant, Tenant's Architect and Engineer that will aid in preliminary plan preparation and finalizing of construction documents. It contains information that will help avoid complications and conflicts between Base Building and Tenant construction.

4.1.     Architectural

•     Partitions

The Building Tenant Standard Partition is a demountable partition, SMED LifeSPACE. The walls are a part of the building system, including the pressurized plenum for air delivery and cabling and the ceiling grid and tile. Gypsum Wallboard (GWB) partitions may be used at the sparingly and when required at the building core.

•    Building Standard Light Fixtures

Building Standard Light Fixtures are Peerless indirect, pendant-hung fixtures in, lengths of 4', 6' and 8'. Special attention should be given to the ceiling grid suspension system when planning the locations of the Building Standard Light Fixtures. The ceiling grid system is fixed, in order to avoid additional costs (i.e., cutting the main tees), and the light fixtures should be located in a manner compatible with the system. The existing lighting system requires 2x2 grid.

Additionally, it is a requirement of the landlord that all light fixtures that can be seen from the exterior (i.e. perimeter offices) must be oriented in the easUwest direction or run perpendicular to each perimeter wall, to match the current open office layout.

•    Building Standard Hardware

The Building Standard hardware utilizes a lever handle that is State ADA compliant. Landlord strongly suggests the Tenant's Architect specify this hardware in their documents. This will also result in an efficient keying management system for the entire building. The building standard hardware is Schlage.

•    Vapor Barrier

In order to preserve the integrity of the exterior wall vapor barrier, no articles, or construction or final finish will be allowed to be attached or penetrate the inside face of the exterior wall.

4.2.    Mechanical

•    Condenser water is available for self-contained 24-hour air conditioning units.

Each unit must be supplied with a circulation pump, water regulating valve (or valves as required to maintain operation with entering water at a temperature of

55° F or 85° F) and self contained BTU water meters or totalizing meters indicating instantaneous and total consumption.

• All conditioned air is delivered via the pressurized under-floor plenum, through user-controlled floor diffusers. The tenant may relocate diffusers, as well as provide additional diffusers, as required. New diffusers to match existing. Air returns are located in the ceiling.

•    Conference Room HVAC

Conference rooms often require special zoning, air conditioning, ventilation, and exhaust. Additional costs can be anticipated for rooms where high concentrations of people are expected to exist. Additionally, care should be taken not to locate sound sensitive areas such as conference rooms next to Base Building

equipment rooms.

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Compuware Building

Office Tenant- Design Critet:ia & Construction Manual     8/12/13

•    Lighting Locations and Ductwork

The Tenant Architect should coordinate the location of lighting with Base Building ductwork and other building shell conditions. If possible, light fixtures should be located clear of ductwork and Fan Powered Terminal Boxes and sprinkler heads to avoid the additional cost of relocation.

•    Tenant Drapery I HVAC

The use of drapes is not a building standard and it is prohibited without the landlord's prior approval. Existing shades should remain whenever possible. If required, replacement shades must maintain opacity, openness and match existing color.

4.3.     Structural

• The Tenant Architect should coordinate any slab penetrations with the structural drawings in order to avoid conflicts with the structure.

•    All coring is to be done before or after business hours.

•    The access floor can support a uniform load of up to 50 psf.

4.4.     Electrical

• In order to preserve the integrity of the exterior wall vapor barrier, no outlets will be allowed in the interior face of the exterior wall. The use of in-floor monuments is recommended. Standard electrical to be provided via the existing access floor. Landlord must approve location of any electrical outlets on perimeter wall and column enclosures.

• Multi-functional imaging devices can add significant load to the electrical system and can require a significant number of dedicated circuits. Grounding requirements are very critical for many of these systems. The Tenant should insure that their Engineer is very familiar with these types of systems and their related requirements.

• Electrical design to provide dedicated circuits to computer equipment within systems furniture. Dedicated outlets to be labeled as such. Landlord to approve loads to systems furniture.

•    Low Voltage Systems

• A white noise system is provided on each floor. The Tenant may use this system, if desired, if not, the system should be left in place.

• Any new annunciation system to be located to minimize any visual/audio disruption to other tenants.

4.5.    Plumbing

• Special Plumbing requirements such as sinks, washrooms, dishwashers, and icemakers should be located near Base Building plumbing risers, to minimize the length of service lines. Tenant taps for water, waste, and vent, are installed in the plenum space on each floor for Tenant use.

4.6.     Finishes

•    All new carpet shall be modular due to the access floor system.

•    Only No-VOC paints or adhesives to be used in the Tenant space.

•    Existing ceiling grid to remain.

•    Landlord to approve the removal of existing glass entry doors to wings.

• In order to maintain the prevention of surface water penetration, Tenant build-out toilet rooms and wet areas (i.e. bathrooms, showers) require the installation of a non-porous cove base between tiled walls and floors. It is recommended to match landlord's existing design and installation of Schluter Systems (Dilex-HKS) stainless steel cove trim for these conditions.

5.    TENANT PLANS AND DRAWINGS

Floor plans and schedules should contain (but not limited to) the following information:

• Location and type of all partitions, demountable and Gypsum Wallboard (GWB) Drawings to graphically delineate between two types.

•    Location and type of all doors- with hardware indicated.

•    Location and type of glass partitions, windows and doors.

•    Locations of telephone equipment room.

•    Location of all electrical items- outlets, switches, telephone outlets and lights.

Location and type of lighting and security system, including emergency lighting along proposed path of egress.

• Location and type of all equipment that will require special electrical requirements, including system furniture in-feeds.

• Location with per square foot and description of any exceptionally heavy equipment or filing systems exceeding 50 pounds psf live load.

•    Requirements of special air condition or ventilation and diffuser location plan.

•    Type and color of floor covering.

•    Location and type of wall covering.

•    Location and type of paint or finishes.

• Location and type of plumbing, including special sprinkling requirements and additional toilet rooms.

•    Location and type of kitchen equipment.

•    Location and type of low voltage systems, including TVAV, annunciation systems.

•    Location and type of environmental graphics/branding.

Details showing

•    All millwork with verified dimensions and dimensions of all equipment to be built-in.

•    Bracing or support for special walls, glass partitions, etc.

•    Slab penetrations.

6. SUBMISSION, REVIEW AND APPROVAL OF TENANT IMPROVEMENT PLANS ANDSPECIFICATIONS

6.     General

• Following execution of a Lease, Tenant shall furnish a Space Layout Plan, three (3) sets of Tenant Improvement Plans & Specifications to Owner including all technical and design information relative to the Premises. The Owner shall not be responsible for the accuracy, efficiency or sufficiency of said Space Layout Package and Tenant shall be solely responsible for all technical and other

20

examinations of the Premises and shall be exclusively responsible with respect to actual field measurements and a full review of all technical and engineering requirements with respect to the Premises and construction therein. The Space Layout Package contains the following:

A Space Layout Drawing of the Premises which will include: a floor plan showing the dimensions of the Premises, column locations and sizes, utility stubs and doors (if existing); a section drawing indicating height clearances and any special conditions affecting construction; and general notes.

•    A Standard Project Detail sheet, which will govern with respect to all work.

Said details shall be incorporated into Tenant's Improvement Plans and

Specifications for the Premises.

• A Mechanical/Electrical Detail Sheet showing underground and overhead utilities, schedules and standard mechanical/electrical details and notes.

•    Mechanical and Electrical Data Tabulation forms.

• All prints, drawing information and other material to be furnished by Tenant to Owner for Review and Approval, as required in this Exhibit, shall be address to:

Compuware Building c/o Hines.

One Campus Martius, 3-W Detroit, Michigan 48226

Attn: Michael McNally

• Owner shall not be in any way responsible or liable with respect to the accuracy, sufficiency, or feasibility of Tenant's plans and Tenant shall be totally responsible for same.

•    Tenant is responsible for all Architectural and consultant fees.

• As soon as possible after receipt of Tenant Improvement Plans, Owner shall return to Tenant one set of prints and/or Owner plan review comments with its suggested modifications and/or approval. If, upon receipt of approved Tenant Improvement Plans bearing Owner's comments, Tenant wishes to take exception thereto, Tenant may do so in writing, by Certified or

Registered Mail addressed to Owner, c/o Hines, Attn: Michael McNally, within ten (10) days from receipt of Tenant Improvement Plans. Unless such action is taken, it will be deemed that all comments made by Owner on Tenant Improvement Plans are acceptable to and approved by Tenant.

• If Tenant Improvement Plans are returned to Tenant with comments, but not Bearing approval of Owner, said Tenant Improvement Plans shall be immediately revised by Tenant and resubmitted to Owner for approval with ten (10) days or their receipt by Tenant.

• Owner's approval or inspection of any Tenant submittal is made for identification purposes only and neither the Owner, nor its agents or employees shall have any liability in any respect to any inadequacies, deficiencies, errors or omissions or non-complying features contained in any or all of Tenant's submittals or Owner's comments in respect to same.

6.2.     Plan Submission Requirements

• All construction documents are to be submitted to the Landlord for review and shall be delivered by Tenant or Tenant's Architect to Landlord's Property Manager.

•    The following is a list of minimum design information and drawings required.

This is not intended to be a complete listing of all requirements but is to serve as a guide for submitting the Tenant's Construction Documents.

•     Architectural

Floor Plan (1/8" = 1'-0" minimum)

Reflected Ceiling Plan (1/8" = 1'-0" minimum) Furniture Plan

Sections, Details and Interior Elevations (as needed) Finish Schedule

Door and Hardware Schedule

Keying Schedule

•     Mechanical

HVAC Reflected Ceiling Plan (1/8" = 1'-0" minimum) Ventilation Schedule

Variable Air Volume Unit Schedule

Electric Duct Heating Coil Schedule (if applicable) Exhaust Fan Schedule (if applicable)

Refrigeration Schedule (if applicable) Sections, Details (as needed)

Complete Heating and Cooling Load Calculations

•     Electrical

Electrical Floor Plan (1/8" = 1'-0" minimum)

Reflected Ceiling Lighting Plan

Light Fixture Schedule Panel Schedule Equipment Schedule

Distribution Riser Diagram

•     Plumbing

Plumbing Floor Plan (1/8" = 1'-0" minimum) Riser Diagrams (Isometric Drawing)

•    Fire Protection And Life Safety Plans

22

);> Tenant or Tenant's Architect shall submit the completed Construction Documents to the Landlord's Property Manager for the Landlord's Drawing Review in the form of one (1) CAD & PDF CD- (Current Level) and three (3) sets of black and white drawings. The delivery of the Tenant Constructions Documents to the Landlord's Property Manager for review shall be considered by Landlord to constitute Tenant's acceptance and approval of the drawings.

);> Upon the completion of the Landlord's Drawing Review, the Landlord's Property Manager will return one set of the Tenant's Construction Documents to the Tenant or Tenant's Architect marked APPROVED, APPROVED AS NOTED, or NOT APPROVED. Tenant or Tenant's Architect shall resubmit

the Tenant Construction Documents to the Landlord's Property Manager for final review unless directed by Landlord's Property Manager that resubmittal of the drawings is not required.

);> The Tenant's Architect shall have the sole responsibility for compliance with all applicable statues, codes, ordinances and other regulations for all work performed by or on behalf of Tenant in the Premises. Landlord's Property Manager's approval of Tenant's Construction Documents or work shall not constitute an implication, representation or certification that such drawings or work are in compliance with said statutes, codes or ordinances and other regulations.

);> The Tenant Construction Documents shall be prepared by Tenant's Architect in conformance with the Tenant's Lease, the Building Design Criteria and the Landlord' s review comments.

Tenant or Tenant's Contractor(s) shall not proceed with any constructionwithin the Premises until Tenant'sConstructionDocumentsare completeandmarked APPROVEDorAPPROVED AS NOTED by theLandlord.

6.3. Tenant Improvement Plans and Specifications

• Within thirty (30) days after receipt of the approved Tenant Improvement Plans, Tenant shall deliver to the Owner three (3) set of complete and finished Tenant Improvement Plans and Specifications, and one (1) in electronic PDF format and a color and material sample board. Owner's approval or inspection of any Tenant's plans and samples so submitted is made for identification purposes only and neither the Owner nor its

agents or employees shall have any liability in any respect to any inadequacies, deficiencies, errors or omissions or non-complying features contained in any or all of Tenant's preliminary plans or working drawings and specifications or Owner's comments in respect to same.

23

• Tenant Improvement Plans and Specifications shall be prepared by a design professional licensed under all applicable laws of the State of Michigan as required and in strict compliance with the criteria and requirements as set forth in this Exhibit.

• Tenant shall reimburse Owner for coordination administrative and consultant fees associated with plan review. However, Owner shall not in any way be responsible or liable with respect to the accuracy, sufficiency or feasibility of Tenant's plans. Tenant shall be totally responsible for same.

7. CONSTRUCTION RULES AND REGULATIONS

7.1.    COMPUWARE BUILDING

HINES PROPERTY MANAGEMENT OFFICE Phone: 313-227-4848     Fax: 313-227-4860

General Distribution Email: Hines@Compuware.com

Tenant Portal Page: http:J/hines.awaremanager.com/compuware

NAME:     TITLE:     PHONE#:    EMAIL:     Michael B. McNally     General Property Manager     313-227-5613 michael.mcnally@hines.com

Pete Rzotkiewicz    Manager Building Services    313-227-5616 pete.rzotkiewicz@hines.com Chris Hewitt    Engineering Manager     313-227-5611      chris.hewitt@hines.com Leslie Wojcik     Project Accountant    313-227-9233 leslie.wojcik@hines.com

Kim Runyon     Receptionist    313-227-4848     kim.runyon@hines.com

Nancy Verstraete    Tenant Services Coordinator    313-227-5616     nancy. verstraete@hines.com

Compuware Security Contacts:

Security Command Center    313-227-6111

Security

Joe Johnson     Director    313-227-7769     joe. johnson@comQuware.com

Please contact the Property Management Office by phone, email or through the Tenant Portal Page for Information or requests including:

- Badge and Key Requests

- Construction Coordination and Scheduling

- Loading Dock Reservations

-Overtime Air-conditioning or Lighting Requests

-Parking

- Service Elevator Reservations

- Special Event Requests

- Work Orders

These construction rules and regulations are intended to insure the safety, protection and welfare of all persons associated with construction in the Compuware Building. Failure to observe these rules and regulations may, at the discretion of Owner, result in the job being stopped and General Contractor or Subcontractor being permanently suspended from working at the Compuware Building.

7.2.     General Rules

a. Tenant's contractor must provide a safety program for review and approval by

Owner.

b. Tenant's contractor must utilize the Special Request Notice form for all shutdown and general coordination requests. Special Requests will be reviewed and approved by Owner as practical and appropriate.

c. Tenant is responsible for any and all actions of its Contractor, his subcontractors and any employees, agents or representatives he may bring onto the Building site.

d. No construction is to take place beyond the lease line.

e. Tenant has total responsibility for compliance with all applicable codes, ordinances and the building classification for the specific occupancy type.

f. Tenant's Contractor is not permitted to post company name or logo anywhere on the project during any phase of the Tenant's construction.

g. The enclosed Building public toilets are not to be used by construction personnel.

h. All work shall be coordinated with the general project work. At no time shall

Tenant's contractor impede Owner's work or operation of the Building.

i. Any construction activity resulting in excessive noise, which would be disruptive to the Building activities, must be completed after hours (7 PM - 7

AM) or as identified by Owner's Representative. Owner's Representative

reserves the right to order an immediate halt to any excessively noisy work.

J. All delivery of construction materials shall be through approved access corridors. Tenant shall be liable for any damages incurred by the negligence of its contractor or agents and disruption of Building activities including entrance drives and service areas caused by Tenant's failure to coordinate with Owner.

k. Standard Project Details, as issued by Owner and as they pertain to Tenant's

Work, shall govern with respect to such work.

I. The use of gas-powered or diesel tools and equipment are not permitted in the enclosed Building.

7.3.    During Construction

a. Tenant Contractor's work area will be restricted to the Premises. No construction will be permitted in other areas. Contractors must use the Premises as a staging area for all construction, with the exception of the storefront sign. At no time will pipes, wires, boards or other construction materials cross public areas where harm could be caused to the public. The requirements of "Occupational Safety and Health Administration" (OSHA) prepared by the Department of Labor will govern. If Tenant fails to comply with these requirements, Owner will cause remedial action, at Tenant's expense, as deemed necessary by Owner to protect the public. No storage or office trailers will be allowed on the site without Owner's written permission.

b. Certain instances may require Tenant's Contractor and Owner to enter other Tenant's premises to perform necessary work. Arrangements for permission to enter other tenant's premises must be made through Owner's Representative. Such work must be performed at times when such other tenant's operation will not be affected. Tenant shall be responsible for any incurred costs to accommodate access.

c. Owner's structural elements other than floor slab may not be used for support of any Tenant construction or equipment, without Owner approval.

d. All materials used for Tenant's Work will be maintained at all times within the Premises. Under no circumstances can material, equipment or trash staging be supported beyond Tenant's demised premises Tenant's or Tenant's Contractor's material, equipment or trash. Owner reserves the right to clear the Building area of any dirt or debris due to Tenant's construction and charge back to Tenant therefor.

e. Tenant and Tenant's Contractor shall protect their work from damage and shall protect the work of other tenants from damage by Tenant, Tenant's Contractor and their employees and subcontractors. Owner shall not be held responsible for damage done by tenants or their contractors.

f. Building floors, neutral piers, storefronts and Owner's soffit must be protected from damage by Tenant's construction. Any damage resulting from Tenant's construction will be repaired by Owner at Tenant's expense.

g. Any electricity needed for work in the premises shall come from Tenant's electrical service.

7.4.    Parking and Deliveries

a. Parking is available near the Building for Tenant's Contractor(s) and construction related vehicles. Construction vehicles parked in unauthorized areas will be towed at the expense of the owner of the vehicle.

b. Except when unloading materials at service entrances (15 minute limit), Tenant's Contractor vehicles must be parked in designated areas. No

parking will be allowed in service areas. No vehicles of any type will be allowed to drive on the sidewalk or park or stand at Building entrances.

c. All construction materials shall be brought into the Premises through service or loading dock entrance(s), public entrances may not be utilized. Tenants that are not adjacent to service or dock entrance corridors must make arrangements with Owner's Representative to schedule deliveries through other areas.

d. Tenant's Contractor must provide to Owner's Representative a minimum weekly material delivery schedule. A minimum 72 hour notice is required for all deliveries subject to Owner review and approval.

e. Each Contractor will be responsible for the protection of the Building.

Plywood and visqueen protection is required wherever it is necessary to use Building floors to deliver construction materials and equipment. Owner's contractor at the cost of the Tenant causing damage will perform all repair of damage to the Building.

f.     Only pneumatic filled rubber wheeled carts may be used in the Building.

7.5.     Security

a. Owner is not responsible for securing tenant spaces. b. All areas must be secured nightly.

c. Security and/or Loading Supervision may be required at Tenant's expense.

7.6.    Trash

a. During Tenant's Work, Tenant's Contractor and/or the Tenant shall provide trash removal service through designated areas as specified by Owner. Tenant is responsible for placing trash in their own containers or those provided by Owner, in the designated areas.

b. Should Owner provide trash containers, Contractor shall reimburse the

Owner for said service.

c. The Tenant shall not permit trash to accumulate within its area or in corridor(s) or adjacent building space. It is the Tenant's responsibility to remove trash daily and any construction dust that settles in the Building. If the Tenant permits trash to accumulate or dust to settle in the Building, the

Owner will perform said work and charge the Tenant (including administrative costs) for the incurred cleaning costs:

d. Under no circumstances shall Tenant or Tenant's Contractors make any use of the compactors installed by Owner for the disposal of trash or construction debris without prior written consent of the Owner during Tenant's construction period.

7.7.     General Requirements

The following procedures must be followed by Tenant prior to the commencement of work on the Premises:

•    Meet with Owner's Representative for pre-construction meeting.

• Provide Owner with executed copy of Affidavit of Inspection and Acceptance, which states that Tenant has inspected the Premises and is familiar with all existing conditions and has field verified the dimensions.

It is Tenant's responsibility to notify Owner in writing of any discrepancies noted in the Premises prior to the start of Tenant's Work.

• Submit a copy of all government permits, licenses, or authority necessary to permit or authorize the execution of Tenant's Work.

• Submit Tenant Contractor's performance and/or labor and material bonds as may be required by Owner to insure the faithful performance of Tenant's work in accordance with the approved Tenant Improvement Plans and Specifications.

• Tenant to provide a copy of filed Notice of Commencement and construction schedule to include final completion, certificate of occupancy and opening date(s).

• Tenant's Contractor shall deposit a bond in the amount of $500 with Owner' s representative to ensure that all construction trash has been removed.

• Tenant must provide an itemized statement of estimated leasehold improvement costs. (Schedule of Values)

•    Tenant's contractor must provide a comprehensive subcontractor list for

Owner review and approval.

• Tenant must provide owner copies of all project construction and design professional contracts.

• Submit evidence of insurance as called for herein maintain, or cause its Tenant(s) to secure, pay for and maintain, during continuance of construction and fixturing work within Tenant's Premises, all of the insurance policies required and in the amounts set forth herein. Tenant shall not permit its Contractor(s) to commence any work until all required insurance has been obtained and certified copies of policies have been delivered to Owner as set forth below.

29

7.8.    Insurance Requirements

• All such insurance policies required under this Exhibit, except as noted above, shall include Compuware Corporation, its directors, officers, employees and agents, Hines, and anyone else designated by Owner as additional insured. Workmen's Compensation Insurance, Employer's Liability, and Commercial General Liability shall contain an endorsement waiving all rights of subrogation against Owner, Owner's Architect, and Owner's Agent(s) and beneficiaries.

• The insurance required under this Exhibit shall be in addition to any and all insurance required to be procured by Tenant pursuant to this Lease to which this Exhibit is attached.

• Certificates of Insurance shall provide that no change or cancellation of such insurance coverage shall be undertaken without thirty (30) days written notice to Owner.

•    Tenant's General Contractor and Sub Contractor's Required Minimum

Coverage's and Limits of Liability.

• Workmen's Compensation, including Employer's Liability Insurance with limits of not less than $2,000,000 as required by Owner and any insurance required by an Employee Benefit Act or other statutes applicable where the work is to be performed as will protect the Contractor and Subcontractors from any and all liability under the aforementioned acts.

• Comprehensive General Liability Insurance (including Contractor's Protective Liability) in an amount not less than $2,000,000 per occurrence whether involving personal injury liability (or death resulting therefrom)

and property damage liability or a combination thereof with a minimum aggregate limit of $2,000,000. Such insurance shall provide for explosion, underground coverage, collapse coverage and contractual liability coverage and shall insure the General Contractor and/or Subcontractors against any and all claims for personal injury, including death resulting therefrom and damage to the property of others and arising from his operations under the Contract and whether such operations are performed by any one directly or indirectly employed by any of them.

• Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired and non-owned in the following minimum amounts:

Property Damage liability $2,000,000.00

Bodily Injury, each occurrence $2,000,000.00

• Such insurance shall insure the General Contractor and/or Subcontractors against any and all claims for bodily injury, including death resulting therefrom and damage to the property of others arising from his operation under the Contract and whether such operations are performed by the General Contractor, Subcontractors or by any one directly or indirectly employed by any of them.

Contractor's Excess/Umbrella Liability Insurance

• Contractor shall provide Owner's Excess/Umbrella Liability Insurance as will insure Owner against any and all liability (or death resulting therefrom) and property damage liability of others or a combination

thereof which may arise from work in the completion of the Premises, and

other liability for damages which the General Contractor and/or Subcontractors are required to insure under any provisions herein. Said insurance shall be provided in minimum amounts as follows:

Excess/Umbrella Liability Insurance each occurrence $6,000,000.00

• All Tenant Construction Contractors must meet the following insurance requirements:

a)     Workers Compensation

[In kind and amount as prescribed by statute]

b)     Employers Liability

c)     Commercial General Liability

d)     Commercial Automobile Liability e)     Umbrella Liability

$2,000,000

$2,000,000

$2,000,000

$6,000,000

SAMPLE COl

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Pl1ane. Fax ar,cl e;r,a1i address    ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

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7.9. Building Address Information

• Mailing Address: Tenant Name

One Campus Martius Suite# _ Detroit, MI 48226

• Street Address:

1044 Woodward Avenue

Suite# _

Detroit, MI 48226

7.10. Building Hours and Information

•    Atrium Public operating hours are Monday through Sunday 6:00 am- 10:00 pm.

•    Gratiot Loading Dock hours of operation are Monday through Friday 6:00 am -

6:00 pm. Authorized tenants and contractors may utilize the Loading Dock for after-hours delivery and service elevator access by reservation only. After hours access may require security supervision at Tenants expense.

•    All persons must have a building access badge displayed at all times.

• Tenant must submit with advanced notice Contractor building access badge requests to Property Management during normal business hours (8 am - 5 pm).

7.11. Service Elevator (s) and Loading Dock

• All building deliveries must be made through the loading dock and service elevators. There are two (2) service elevators which can be accessed from the loading dock during normal business hours Monday through Friday 6:00 a.m. until 6:00 p.m. The service elevators are access card controlled.

No deliveries should be made through the main lobby doors, hallways, or passenger elevators.

• During normal business hours, the elevators are available on a first come, first served basis. For after hours or weekend use, an advanced notice written reservation request must be provided to Property Management. Additional costs may be incurred by Tenant should building dock security supervision be required.

Elevator	No.	Dimensions	Levels	Lbs. Cab	Speed
Service	201	5'-5"x11'-9"x12'-0"	82 - Penthouse	4,000	500 FPM/Cable
Service	202	5'-5"x11'-9"x12'-0"	82 - Penthouse	4,000	500 FPM/Cable

• The loading dock is located on Gratiot near the southwest corner of Gratiot and Farmer. Access to the dock is available from Gratiot, a one way, west bound, two-lane street.

•    Dock Dimensions

Truck

4 Bays

Ramp to dock

Dock surface

Dimensions

14' (H) X 45' (L)

4' (W) X 34' (L)

4' (H)

Comments

Clearance height and bay length

From top of ramp to bottom From truck bay floor to dock surface

•    A dock attendant is on duty to assist with deliveries from 6:00 am until 6:00 pm

Monday through Friday. All delivery personnel are required to check in with the

dock attendant and should be prepared to present the following information:

> Tenant for whom the delivery is intended

>    Floor number and suite number

> Approximate amount of time needed for delivery

> Keys for vehicle

> Acceptable proof of identification

7.12. Site Visits

• During construction, visits to the site or the Leased Premises by the Tenant should be limited and coordinated through the Tenant Construction Manager. Proper safety regulations must be adhered to.

7.13. Keying Schedule

• The schedule should be prepared by Tenant's Designer and indicated on Tenant's Plans and coordinated with the Tenant Construction Manager and Landlord for implementation.    ·

8. COMPLETION AND CLOSE OUT

a. Owner shall have the right to perform, on behalf of and for the account of Tenant, subject to reimbursement or the cost thereof by Tenant, any and all of Tenant's Work which Owner determines in its sole discretion should be

performed immediately and on an emergency basis for the best interest of the project, including without limitation work which pertains to mechanical, fire suppression, general utility systems, and removal of unduly accumulated construction materials and debris.

b. Tenant shall contact Owner's Representative prior to completion of the

Premises to arrange for final inspection. Final inspection will consist of an

on-site walk through conducted by Owner's Representative. A punch list will be issued by Owner and completed in a timely manner by Tenant's Contractor.

c. Tenant is responsible for securing a Certificate of Occupancy from governmental authorities.

d. Upon the completion of the Tenant's Work, copies of warranties (two year from date of store opening) on all work and equipment shall be provided to Owner by Tenant. All warranties relating to mechanical and electrical systems shall be extended to Owner.

e. Tenant must complete and provide all required close out items as identified in the Tenant Close-Out Matrix.

f. Owner will withhold final disbursement of any applicable Tenant Improvement Funding until all Tenant Close-Out Documentation has been provided and approved.

9.    GLOSSARY OF TERMS

Raised or Access Floor is a type of flooring supported by a metal grid. Raised flooring

can be removed in pieces to allow for cabling, wiring, and cooling systems to run under the floor space. Compuware's system is manufactured by TecCrete, and serves as an under floor air management solution. The space below the floor is pressurized. The space below the floor is typically 15" deep. Return air is captured through the ceiling plenum.

Architectural Punch List is prepared prior to Substantial Completion by the Tenant's Designer, in conjunction with, to the extent desired by Tenant, the Tenant's Designer, the Contractor and Tenant Construction Manager, and shall consist of a list of unsatisfactory or incomplete architectural items not in accordance with the Contract Documents.

Base Building is the entire building as described by the plans and specifications prepared by

Base Building Systemsrefers to all Building mechanical, electrical, plumbing, structural, life safety, fire protection, and access control systems in the entire Compuware Building project.

Building Standard Improvementsare those Tenant Improvements specified in Section V, "Building Standard Improvements" and as defined in the Lease.

Tenant Construction Managerrefers to the representative of the Tenant responsible for assistance with the coordination of the design and construction of the Tenant Improvements and occupancy of the Tenant.

Contractoris the construction firm engaged by Landlord or by Tenant to construct the

Tenant Improvements per Tenant's Plans at the Compuware Building.

Field Report is prepared by Tenant's Architect or Engineer and shall consist of a list of unsatisfactory or incomplete architectural, structural, mechanical, electrical, or plumbing items not in accordance with the Contract Documents.

Hines Interest Limited Partnershipis the Landlord's Representative.

Landlordshall refer to and is represented by Hines Interest Limited Partnership.

Landlord's Construction Managerrefers to the on-site representative of the Landlord responsible for building construction and Tenant's build out at the Compuware Building.

Landlord's Contractor is the construction firm engaged by Landlord to construct the Base

Building work at the Compuware Building.

Landlord's Engineeris the engineering firm(s) retained by Landlord to perform Base Building mechanical, electrical and plumbing design services and review (Landlord's Mechanical/Electrical/Plumbing Engineer) or structural design services (Landlord's Structural Engineer).

LFis lineal foot.

Contractor is the construction firm engaged by Landlord or Tenant to construct Tenant Improvements per the Tenant Plans at the Compuware Building, and is directed by Landlord's Tenant Construction Manager on all construction related issues.

Tenant refers to the party defined in the Lease as the Tenant or Tenant's authorized representative for matters pertaining to the design and construction for the Tenant Improvements.

Tenant's Contractor/Consultantis the firm contracted by Tenant to design, construct, supply or install any portion(s) of the Tenant's Improvements which is stipulated to be outside of the Contractors scope of work.

Tenant's Architect is the space planning/interior design or architectural firm retained by Tenant to design the Tenant Improvements and to be responsible for preparation of the architectural portion of the Tenant Improvements and coordination of the architectural with the engineering portion of the documents. This firm typically will handle office space program layout, lighting, electrical and plumbing layout, finish schedules, any millwork, architectural design and detailing, furniture selection and placement, and field observation during construction.

Tenant's Engineeris the firm retained by Tenant to design the mechanical, electrical, and plumbing portions of the Tenant to design the mechanical, electrical, and plumbing portions of the Tenant Improvements and to prepare for it.

Tenant Improvements are the Building Standard Improvements and Tenant Extra Improvements to be constructed within the Leased premises as defined in the Construction Documents.

Tenant Space Plan is the work prepared by Tenant's Architect in developing the scope of the Tenant Improvements and should contain, at a minimum, the information required by the Tenant and Landlord to approve the floor layout and authorize preparation of the Construction Documents.

Tenant Construction Documents are the detailed drawings and specifications produced by Tenant's Architect, and Tenant's Engineer necessary to price and construct the Tenant improvements and to obtain the necessary building permits. Construction Documents are prepared after completion and approval (by Tenant and Landlord) ofTenant Space Plans.

USF is Usable Square Feet of space.

COMPUWARE BUILDING: HINES

TENANT/TENANT CONTRACTOR CLOSE-OUT REQUIREMENTS MATRIX

Tenant:

Received    Approved

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

Contractor:

Certificate of Occupancy

Certificate of Substantial Completion from Design Professional Final acceptance from HVAC/Mechanical Engineer of Record Final Acceptance from Electrical Engineer of Record

Final Acceptance from Landlord Representative

Provide Full Unconditional Waivers of Lien from all entities

Provide "as built" record set: hard set and electronic

(Auto CAD & PDF in CD Format)

- Mechanicai/HVAC

- Electrical

- Plumbing

- Fire Protection

- Telecommunication

- Security and Life Safety

- Architectural Construction

Provide (3) sets of 0 and M binders for all equipment/gear provided

Provide necessary training sessions for any new equipment provided Provide (2) copies of the architectural contract documents issued by design professional containing all Bulletins, Change Orders, AWOs, etc.

Provide Balance Report (airside) Provide Balance Report (hydronic) Provide meter verification for all meters Provide Commissioning Reports

- Mechanicai/HVAC

- Electrical

- Plumbing

- Fire Suppression

- Fire Alarm

Return all contractor badges issued by landlord

Close-out and return any construction keys provided by landlord

Provide any necessary keys to allow landlord access to all areas

(Ses other side for instructions for use)

Special Request:

(72 Hour Notice Required)

Hines ContacllProject Manager:     Date:

Hines

TENANT INFORMATION Company name:

Contact Person:

Phone#     Fax#     Email:     

CONTRACTOR/VENDOR Company name: INFORMATION

Contact Person:

Phone#

Email:

Floors:     JWing:    I Other:     I Date:     I Start Time:     j EndTirne:

Scope of Work:

0 Additional Information Attached

Nature of Request (ched<: only lho.se that apply)

D Service Elevator Reservation Start: End:

D Keys I Card Request:

D Isolate Smoke Detection Start: End:

0 Isolate Sprinkler System Start: End:

D Isolate Fire Riser Start: End:

D Isolate Domestic Cold Water Start: End:

DAccess to Electricaf Closet Start: End:

D Isolation of ElectricalPanelfor Power Tie In Start: End:

D Request Security Officer: Start: End: Meeting Time: Location:

D Engineer Assistance: (i.e. Core Drilling'UtiHty Water, Etc):

D Utility Interruption: (i.e. Gas, Electric, Etc.):

D HoiWork Permit (Contractor to submit Hot Work specifics in separate document for review & approval).

j Bill To: I D Tenant:     D Landlord:

Office Use

Hines Work Order No:     I Outlook Work Notification Completed by:

Addilional cc:
Approvals:	D Engineering By:	D Property Manager By:	D Security By:

NOTE. For requests that reqwre Hrnes Engmeenng DSS/stunce or Compuware Secunty, standard hourly roles apply.

(Seil. ather side for in'stmctionsfi:wuse)    Revised 04i15/1010

SPECIAL REQUEST FORM -INSTRUCTIONS FOR USE

All coordination with the Landlord is handled through the use of the Special Request form. All request forms must be submitted to the Landlord from the Tenant, at least 72 hours prior to the start of any work. More complicated requests wilf require more advanced notice; please plan work accordingly. The Landlord will issue a Security Request in Adobe with a copy to the Tenant indicating approval, and then work can begin. Tenants are required to notify their contractor/vendor of approval. No work is to start prior to the Landlord's written approvaL

This form should be submitted by the Tenant to the Hines Property Management Office via email at hines@compuware.comor fax at 313.568.5628. Requests should only be submitted by a Tenant; any request submitted by a Contractor or Vendor will be rejected.

For larger projects where multiple Special Requests are expected, a Hines Project Manager will be assigned to coordinate directly with the Tenant. Call Hines at 313.227.4848.

Special Requests are required for the following work:

1. Connection to building utilities

2. Floor coring

3 Scheduling inspections and testing with the Landlord

4. Lock cores and keys

5 Access into areas outside lease lines

6 Access into Secured Building Areas (see below) including Electrical Closets, Phone Closets, Electrical Primary Rooms, Mechanical Equipment Rooms (MER), Mechanical Floors, Fire Pump Rooms, Fan Rooms, Generator and Generator Related Rooms

7. Scheduling delivery of over-sized items into the building

8. A request for spedal usage of an elevator

9. Notification to the Landlord of work to be pertormed after hours and/or on weekends

10. Any activity which requires a security officer to be present

11. Any item that is a disruption of public safety

12. Any item listed on the form

'13. Any heat or spark producing activity

14. Any activity that may compromise, interfere with, or trigger Fire Alarm System

15. Installation of data, Internet, telephone, cable, radio frequency or security systems and associated wiring and devices.

Access lnto Secured Building Areas llncluding electrical/phone/data closets):

This requires a Special Request form, a Hold Harmless Agreement (filed annually) signed by the contractor/vendor's authorized company signatory, as well as a Certificate of Insurance for the contractor/vendor providing the service within the Secured Building Area. See Hines Design and Construction Manual, Forms section; or Hines Tenant Information Manual, Forms section for blank Hold Harmless Agreement and minimum insurance requirements.

A Special Request will need to be provided each time access is requested, however the Hold Harmless

Agreement and Certificate of Insurance will remain on file for one year for each contractor/vendor. If the

access request is for a different contractor/vendor, a Hold Harmless Agreement and Certificate of Insurance for each company will be required.

NOTE: For requests tl1at requke Hines Engineering assistance or Compuware Security, standard hourly rates apply.

EXHIBIT "D"

Tenant's Rules and Regulations

D-1

COMPUWARE BUILDING

ONE CAMPUS MARTIUS DETROIT, Ml48226

Tenant Rurles & Reguliations

Hines

Property Management Office

Located on 3 Woodward

313-227-4848

THE TECHNOLOGY

PERF'ORMANCE COMPANY

Compuware Security Command Center Office

Located in the Atrium Farmer Street Corridor

313-227-6111

Tenant Rules & Regulations

Compuware Building

TABLE OF CONTENTS

1. Welcome To The Building ..........................................................................................3

2. General Information ...................................................................................................4

2.1.    Building Address Information .........................................................................4

2.2.    Contact Information ........................................................................................4

2.3.    Building Hours of Operation and Access........................................................5

2.3.1.     Hours Of Operation.......................................................................5

2.3.2.     Building Entrances .........................................................................6

2.3.3.    Building Access ............................................................................7

2.4.    Building lnformation........................................................................................8

2.4.1.    Access and Egress Points ............................................................8

2.4.2.    Elevators .......................................................................................9

2.4.2.1.     Passenger Elevators ......................................................... 9

2.4.2.2.    Service Elevators .............................................................. 9

2.4.2.3.     Parking Structure Elevators ..............................................9

2.4.2.4.    Child Development Center Elevator..................................9

2.4.2.5.    Wellness Center Elevator ...............................................10

3. Tenant Services .......................................................................................................10

3.1.    Visitor Policy .................................................................................................10

3.2.    Tenant Service Requests .............................................................................10

3.2.1.     Comfort Control - HVAC ............................................................ 10

3.2.2.     Door Hardware and Keys ...........................................................11

3.2.3.    Electrical- Light Bulb Replacement...........................................11

3.2.4.    Equipment Repairs .....................................................................11

3.2.5.    Plumbing ..................................................................................... 11

3.2.6.    Contractor Scheduling ................................................................12

3.2.7.     Insurance Requirements Group 1. ...............................................13

3.3.    Janitorial Services ........................................................................................14

3.3.1.     Waste Removal ..........................................................................14

3.4.    Deliveries......................................................................................................15

3.4.1.    Loading Dock..............................................................................15

3.4.2.     Moves and Large Deliveries .......................................................16

3.5.    Parking Garage ............................................................................................17

3.5.1.    Parking Plans & Reserved Areas ...............................................17

3.5.2.    Hours of Operation .....................................................................18

3.5.3.    Parking Access ...........................................................................18

3.5.4.     Parking Rules & Regulations ......................................................19

3.6.    General Building Rules and Regulations......................................................21

Tenant Rules & Regulations

Compuware Building

4. Amenities .................................................................................................................22

4.1.     ATM's ...............................................................................................-...........22

4.2.    Market Place Cafe ........................................................................................22

4.3.    Wellness Center ...........................................................................................22

4.4.    Child Development Center ...........................................................................22

4.5.    Detroit People Mover Station: Cadillac Center Station................................22

4.6.    Retail: "The Shops at Compuware"..........................................................23

4.7.    Public Telephone..,.......................................................................................23

4.8.    U.S. Mail Drop Box .......................................................................................23

4.9.    Building Security...........................................................................................23

4.9.1.     Concierge Desk ..........................................................................23

4.9.2.     CSO Desk...................................................................................23

4.9.3.    Security Command Center .........................................................24

4.9.4.    Emergency Phones ...................................................................25

4.10.     Emergency Procedures and Evacuation Plan- See Exhibit A ...................25

Exhibit A - attached

Tenant Rules & Regulations

Compuware Building

1. Welcome To The Building

•    Building Systems

A highly efficient, computer-controlled heating, ventilating, and air conditioning

(HVAC) system automatically directs the climate control system. The multi-zone control units lower operating costs and provide flexibility to meet a variety of requirements for conference rooms, computer rooms and after hours use.

The Compuware Building also features extensive life safety systems. Each floor has sprinklers and is equipped with complete fire and smoke detection; the building also features an alarm/voice communication system, pressurized stairwells, and a public address system. Life safety systems are computer­ controlled and monitored 24 hours a day, 7 days a week and supported by an emergency generator. After hour's entry to the lobby, parking garage, and building elevators is strictly controlled through a card access system and monitored by electronic surveillance equipment and the Building Security Staff.

•    Building Security

The building maintains a security staff of professionals 24 hours a day, 7 days a

week. The Building's Security Command Center (SCC) is located in the Atrium and is equipped with a computer controlled system for monitoring building systems including: access control, video surveillance, life safety, elevators, parking and mechanical. Security officers continuously monitor these systems and are prepared to facilitate appropriate responses as required.

•    Hines Property Management

The Property Management Office is located in the building and is responsible for the facilities systems and day-to-day operations. Property Management can respond, support and/or facilitate most tenant requests. Property managers, engineers, and maintenance personnel are dedicated to the highest standards of personal service and are located on-site during business hours and are on-call after-hours. Tenants should contact the Property Management Office for any requests, issues or general assistance.

•    Tenant Portal

The Tenant Portal may be used for submitting all work order request(s), resource reservations including the loading dock and service elevator(s) as well as access badge and key requests. Please save the following Portal link to your favorites: http://hines.awaremanaqer.com/compuware

The Tenant Portal will also be used as a platform for sharing general building and event information including tenant documents Events and the Building Emergency Procedures.

Tenant Rules & Regulations

Compuware Building

2. General Information

2.1.    Building Address Information

Mailing Address

Tenant Name

One Campus Martius

Suite#_

Detroit, MI 48226

Street Address

1044 Woodward Avenue

Suite#_

Detroit, MI 48226

2.2.    Contact Information

Hines: Property Management Office

The Property Management Office is located in the building

Main Number    313-227-4848

Fax Number    313-227-4860

General Email Address    Hines@Compuware.com

Tenant Portal    hines.awaremanager.com/compuware

Name	Title	Contact Information
Michael B. McNally	Property Manager	Ph: 313-227-5613 Michael.McNally@Hines.com
Pete Rzotkiewicz	Building Services Manager	Ph: 313-227-5616 Pete.Rzotkiewicz@Hines.com
Chris Hewitt	Engineering Manager	Ph: 313-227-5611 Chris.Hewitt@Hines.com
Leslie Wojcik	Project Accountant	Ph: 313-227-9233 Leslie.Wojcik@Hines.com
Nancy Verstraete	Tenant Services Coordinator	Ph: 313-227-5615 Nancy.Verstraete@Hines.com
Kim Runyon	Receptionist	Ph: 313-227-4848 Kim.Runyon@Hines.com

Building Security

Security Command Center (SCC)     313-227-6111

Located in the Atrium near the Farmer Street Entrance.

Concierge's Desk    313-227-4887

Located in the Atrium near the Main Entrance.

Emergency Numbers Police Emergency Medical Emergency Fire Emergency

911

911

911

Tenant Rules & Regulations

Compuware Building

NOTE:

The Building vanity address is the Compuware Building, however in an emergency situation the street address of 1044 Woodward Avenue should

be provided to fire and/or police department personnel.

2.3.    Building Hours of Operation and Access

2.3.1.    Hours of Operation

Tenants have access to the building 24 hours a day, 7 days a week through use of their access card at specific entrance points.

Atrium Public Hours of Operation

Monday - Sunday    6:00 AM - 10:00 PM

Loading Dock

Monday- Friday (Dock Attendant)    6:00AM to 6:00 PM

6:00 PM to 6:00 AM    Access by Reservation only

Saturdays, Sundays

Holidays

Access by reservation only

Access by reservation only

Tenant Rules & Regulations

Compuware Building

2.3.2.    Building Entrances

Woodward Main Entrance

Public entrance, after hour's entrance by access card.

Monroe Entrance

Public entrance, no after hour's access.

Farmer Street Entrance

Public entrance; after hours entrance by access card.

Level 2 Pedestrian Connector Parking Structure Entrance

Tenant entrance located on Level 2 of the parking structure adjacent to Farmer Street. The enclosed connector is card access only and provides direct access to the buildings 2nd floor Monday - Friday 5:00 AM to 9:00 PM and is closed on weekends.

GRATIOT

Woodward

Main Entrance

Monroe Street Entrance

CSO Desk

Tenant Rules & Regulations

Compuware Building

Level B1/82-Below Grade Parking Areas

Compuware, Reserved and Child Development Center (CDC) below grade parkers may enter the building using the passenger elevators located in the Woodward elevator bank.

Loading Dock

The loading dock is located in the building on Gratiot adjacent to the Southeast corner of Farmer. The loading dock pedestrian door has an access card reader and a call box for tenant deliveries.

2.3.3.    Building Access

Access Cards

Tenants must use their access card for entry to tenant specific building areas:

Tenant Rules & Regulations

Compuware Building

2.4.     Building Information

2.4.1.     Access and Egress Points

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Stairwells

The Building contains four emergency stairwells on each floor:

two on the Woodward side and two on the Monroe side. These stairwells have a 2-hour fire rating and are pressurized in the event of a fire emergency to provide smoke-free passage to the base of the Building.

Stairwell doors are equipped with card access readers on each floor and remain locked other than in the event of a fire life safety emergency. You will not be able to use the emergency stairs for floor-to-floor travel unless your access card is programmed for use on specific floors.

An Evacuation Plan is posted at each of the emergency stairwells and in the Child Development Center, Wellness Center and Cafe.

REMEMBER; DO NOT USE ANY OF THE ELEVATORS in the event of a fire emergency.

Tenant Rules & Regulations

Compuware Building

2.4.2.    Elevators l;i11)!11!i\\.l

The Building maintains an onsite elevator technician Monday through Friday from 9:00 am to 5:30 pm.

2.4.2.1.    Passenger Elevators

The Building is serviced by 16 passenger elevators in two

elevator banks located in the center core. The Woodward and Monroe elevator banks each contain 8 elevators. The Monroe elevators provide service from the Atrium to the

151

h

floor. The Woodward elevators provide service from

the B1/B2 parking levels to the 151

h

floor.

2.4.2.2.    Service Elevators D

There are two service elevators located in the Woodward

wing of the Building. Service elevators are card access controlled and are available for authorized use on a first

come, first served basis, 24 hours a day, 7 days a week.

Service Elevator Dimensions and Floor Service Levels

Area	Dimensions	Comments
2 elevators	Opening 48 " (w) x 8' (h)	4,000 lbs each
Each car	5' 9"(w) X 7'6"(d) X 9'5"(h)
Elevator 201	Services Levels B-2 through Level 16 from the Dock. Does not open at Grade Level.
Elevator 202	Services Levels B-2 through Level 16 from the Dock. Has a second door for Grade Level service.

All Building deliveries must be made via the service elevators. Authorized tenants and contractors may use the service elevators and loading dock for after hours (5:00 pm

- ?am) use or utilization in excess of 30 minutes by

reservation only. Tenants must submit a written reservation request to Property Management for approval. After hours access may require security supervision at Tenant's expense.

2.4.2.3.    Parking Structure Elevators

Four garage passenger elevators located on the Northwest

side of the parking garage serve parking Levels B-2 through 10. Elevators are in operation 24 hours a day, 7 days a week. Access to the B1/B2 parking levels is restricted by card access for Compuware, CDC and tenant reserved parking only.

2.4.2.4.    Child Development Center Elevator

One elevator is located in the Child Development Center

Suite for service from the second to third floor.

Tenant Rules & Regulations

Compuware Building

2.4.2.5.    Wellness Center Elevator

One elevator is located in the Wellness Center Suite for service from the second to third floor.

3. Tenant Services

3.1.     Visitor Policy

During Atrium public hours, Monday- Sunday 6:00 AM - 10:00 PM, tenants must register and receive all visitors at the Concierges desk located near the Woodward Main entrance. Tenants must escort all visitors in areas beyond the tenant's demised space including the Cafe and dock areas. For after hours access, visitors must be escorted by a tenant to the CSO desk located in the Atrium behind the turnstiles for building access registration.

3.2.    Tenant Service Requests

All tenant service and building related requests should be directed to Property Management by an authorized Tenant Representative for appropriate response, remedy and/or coordination from an outside service contractor. All Tenant Service requests are processed through a computerized Work Order system.

Service requests can be submitted as follows:

• Through the Tenant Portal, http://hinesawaremanaqer.com/compuware

• By phone at 313-227-4848

• Email to hines@compuware.com

Please provide all relevant information and details. If a request is beyond the staffs ordinary scope of services an appropriate outside contractor(s) can be commissioned with the Tenant at tenant's cost.

3.2.1. HVAC- Comfort Control

HVAC Temperature Adjustment

Contact the Property Management Office during business hours to

report a hot or cold area within your space. Please be prepared to provide the following information:

• Your name

• Tenant

• Individual requesting adjustment

• Specific area and required adjustment(s)

Please note that space heaters and humidifiers are strictly forbidden in the Building and in violation of City of Detroit fire codes. In addition, space heaters disturb the accuracy of the building thermostats causing surrounding employees to be cold.

Tenant Rules & Regulations

Compuware Building

3.2.2.     Door Hardware and Keys

• Tenant may use their contractor for keying within their demised space, however an access key must be provided to Property Management for emergency access purposes only.

• The following keying services can be provided upon tenant request:

Re-pin Lock Cylinder (change lock), this change includes

re-pinning with two keys. Please allow up to 10 working days for completion.

Emergency Re-pinning can be provided where a temporary emergency cylinder will be installed. A temporary emergency cylinder includes two keys that are the property of Property Management and must be returned when the cylinder is replaced. If the emergency keys are lost, the cost for re-pinning all emergency cylinders kept in stock will be charged to tenant.

3.2.3.     Electrical- Light Bulb Replacement

• Fluorescent Lights

• Incandescent Lights

• Special Lights (replaced at Tenant cost)

The replacement of light bulbs is the most common call in the building. A member of the engineering staff inspects the building areas to ensure proper fixture illumination; however, bulbs sometimes burn out between inspections. If a burnout is discovered, please contact Property Management and describe the lamp type, location, and quantity.

3.2.4.     Equipment Repairs

Property Management can assist with Tenant related repairs and/or coordination. Depending on the specific request a Tenant expense may be incurred.

3.2.5.     Plumbing

• Clogged/Dripping sinks

• Plugged/Overflowing toilets

Report all plumbing problems to Property Management; please indicate the floor and the specific area (i.e. 2nd floor women's room).

Tenant Rules & Regulations

Compuware Building

3.2.6.     Contractor Scheduling

The following are procedures for contractor scheduling:

• An authorized Tenant representative must notify Property Management in writing of all scheduled contractor work to ensure appropriate approval and access can be provided.

• Contractors are required to keep all areas of construction secured whenever they are not in use, including mechanical, electrical, and telecommunication rooms.

• If a contractor arrives at the building unannounced, access will be denied until Property Management can make contact with the Tenant and confirm the scope of work for approval and access.

• Unannounced contractor requests will be accommodated to the degree that a member of the Building's management team is available to support approval and access.

• After approval has been provided the contractor may obtain keys and/or access cards from the Security Command Center (SCC) located in the Atrium near the Farmer entrance.

• All contractors are required to leave a valid drivers license or an approved form of identification in exchange for building keys and/or access cards.

• If a key or access card is not returned the tenant will be notified.     Tenants will be responsible for any incurred costs associated with contractor's failure to return a key or access card at the end of each day as required.

• Building Security and/or Engineering staff supervision may be required for work in secured areas including the roof, mechanical, electrical and telecommunications rooms. Any incurred costs will be the Tenant's responsibility.

• Areas of the building which require supervision require a two­ (2) day notice to obtain permission.

• For Projects that last more than one week, special arrangements should be made with Property Management for appropriate access coordination.

• At project start-up the general contractor must provide Property Management with a list of approved subcontractors for access. Property Management and Building Security must approve all access.

• Property Management staff is required to inspect construction areas and report any violations of rules to the Tenant and/or Contractor.

Tenant Rules & Regulations

    Compuware Building     

3.2.7. Insurance Requirements- Building Service Contractors (Group 1/11) All Building Service and Tenant Construction Contractors must meet the following insurance requirements:

•     Workers Compensation

[In kind and amount as prescribed by statute]

•     Commercial General Liability

•     Commercial Automobile Liability

•     Umbrella Liability

•     Employers Liability

•     Crime Insurance (not required for Group II vendors)

$1,000,000

$1,000,000

$5,000,000

$1,000,000

$1,000,000

Group I Vendors

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Tenant Rules & Regulations

Compuware Building

3.3.     Janitorial Services

The building will be maintained in a Class A manner. General office cleaning is provided Monday through Friday except designated national holidays. Should you need cleaning or trash removal beyond the ordinary services provided for in your lease, Property Management can schedule such additional services upon request. Additional cleaning services may be contractually arranged or scheduled periodically as necessary. All additional cleaning costs will be billed directly to the Tenant.

Although most services are scheduled for evening hours, a day staff is in place to maintain public areas and restrooms. Please contact Property Management for any Tenant specific Day Porter service needs.

3.3.1. Waste Removal

The Compuware Building supports environmentally responsible waste removal policies and as such engages in an active recycling program through both onsite and offsite recovery methods.

The Building is not a licensed hazardous waste management facility. All hazardous materials, including medical waste, must be disposed of at the expense of the Tenant. Tenant may not use any chemical(s) for cleaning or other purposes without Property Management approval.

All trash which is too large or numerous for a trash receptacle should be clearly marked with TRASH labels. All items to be disposed of must be marked with a label; labels are available from Property Management. Items that are not marked with a TRASH label will not be removed.

Large bulk trash removal such as furniture, equipment, etc. should be arranged through Property Management.

Note: The building's trash compactor(s) can only support normal office rubbish items. Compactor(s) cannot support furniture, computers, office equipment, etc.; these items must be disposed of separately.

Wet rubbish must be properly stored and removed daily. Rubbish or discarded equipment must not be stored in elevators, lobbies, corridors or stairwells for even short periods of time. Doing so impedes access to exits and is a violation of fire codes and building regulations.

Non-rubbish items like furniture should not be placed in the Dock or in any open top dumpster.

If you have any questions regarding waste removal, please contact Property Management.

Tenant Rules & Regulations

Compuware Building

3.4.    Deliveries

3.4.1.    Loading Dock

The loading dock is located off Gratiot Street.

Dock Dimensions

Area	Dimensions	Comments
4 Bays	14' (H) x 45' (L)	Clearance height and bay length
Ramp to Dock	4' (W) X 34' (L)	From top of ramp to bottom
Dock surface	4' (H)	From truck bay floor to dock surface

The Loading Dock is staffed from 6:00 AM - 6:00 PM, Monday through Friday. To ensure appropriate authorization is provided, Tenants shall provide Property Management with an advanced written schedule for standard deliveries which can be expected on a daily basis (i.e, UPS, Fed Ex, etc). All delivery personnel are required to check in with the dock attendant for issuance of a service elevator access card. Delivery personnel must provide the following:

• Tenant for whom the delivery is intended

• Floor and suite number

• Approximate amount of time needed for delivery

• Keys to vehicle

• Acceptable proof of identification

Tenants with appropriate access clearance may escort or receive small courier type deliveries through the Loading Dock pedestrian entrance, providing delivery is not disruptive to Loading Dock operations.

The dock attendant will make every attempt to accommodate delivery trucks. Space is limited; therefore, standard deliveries must be completed within 30 minutes. There is no temporary storage available at the Loading Dock, all deliveries must be taken directly to the Tenants demised space. Improperly parked vehicles or vehicles blocking sidewalks shall be subject to the rules and regulations of the Detroit Parking Enforcement Agency.

Forty eight (48) hour advanced notice must be provided to Property Management through use of the Tenant Portal for all dock reservations specific to non-standard deliveries including:

• Deliveries taking longer than 30 minutes

• Oversized items that may require specific coordination

• Extremely heavy items

• After hours and weekend requests

Tenant Rules & Regulations

Compuware Building

3.4.2.    Moves and Large Deliveries

Movement of furniture, office equipment, construction materials or

any other items requiring utilization of service elevators and/or the loading dock in excess of 30 minutes is restricted to weekends or after hours (6:00 PM - 6:00 AM) on weekdays. All moves and large deliveries must utilize the service elevator; use of the passenger elevators is strictly prohibited.

Tenant Procedures:

• Reserve a service elevator by submitting a 48 hour written reservation request through the Tenant Portal to Property Management. Required information includes:

1. Date of move

2. Start and end times

3. Name of the company engaged in the move/delivery

4. A brief summary description of specifics

• Building Security may be required at Tenants expense for any after hours or weekend loading dock use.

• Consistent with Lease terms a Certificate of Insurance must be sent to Property Management prior Tenant contractor/vendor building access. Certificates can be emailed, faxed or mailed.

• Tenant is responsible to ensure that all contracts/vendors adhere to the prescribed building rules and regulations including the protection of building corridors, doors, stairwells, elevator floor coverings, public areas, lobbies, service areas and the protection of floor covering using Masonite or plywood along the prescribed route of movement.

Tenant Rules & Regulations

    Compuware Building     

3.5.     Parking Garage

3.5.1.     Parking Plans & Reserved Areas

Parking Legend Yellow: Gratiot Ramp provides parking for Compuware, Tenant

& Building employees.

Blue: Farmer Ramp above Level 4 provides parking for Compuware, Tenant

& Building employees.

G - n: Crossovers provide access to Gratiot & Farmer Ramps.

rmf!l: Visitor Parking for all Tenants & Compuware Visitors.

!iZ!!I!m: Garage

Retailers

    101Level

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    9th Level

h Level

    81     

    ih Level

6th Level

5th Level

h Level

    41     

Level B2: Compuware & Child Development Center Parking (CDC)

Visitor Parking

3rd Level

Visitor Parking

    2nd Level

Visitor Parking

Ground Level

Compuware & Reserved Parking

    Level B1

Compuware & CDC Parking

    Level B2

Tenants parking in the Parking Structure may use either the

Gratiot or Farmer Street entrances

Tenant Rules & Regulations

Compuware Building

CDC Parking

Reserved parking for CDC participating parents is located in the B-2 parking area. Authorized CDC parkers will be provided a parking tag for rear view mirror vehicle display. Additionally 4 spaces are available for 15 minute "Drop Off' purposes. See diagram for entrance/parking areas:

COMPUWARE BUILDING

CDC Reserved Parking Area - Level 8-2

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Non-Reserved Tenant Parking

Levels 1-10 on a first come, first served basis.

Visitor Parking

Levels 1-4 on a first come, first served basis or in the Visitor

Area located at the Farmer Entrance.

Handicapped Parking

Handicapped parking is available on a first come, first served basis and is adjacent to the elevator lobbies

3.5.2.     Hours of operation

With the exception of Special Events identified by the Landlord,

Tenant and Visitor parking access is available 24 hours a day, 7 days per week, however vehicles may not be stored in the garage.

3.5.3.     Parking Access

Tenants may access the Parking Structure from either the Gratiot

or Farmer entrances by using their building access card or parking puck device 24 hours a day, 7 days a week.

Tenant Rules & Regulations

Compuware Building

Visitors

Visitor parking is offered on a first come, first served basis. A

dedicated Visitor Parking Area is located at the Farmer Entrance. Visitors must pull a parking ticket from the ticket dispenser for either validation or payment. Visitor parking rates are posted at each entrance.

Visitor Parking Rates

Hours	Standard Rate
0 - 3 hours (6 am - 2 pm)	$10.00
3 - 4 hours (6 am - 2 pm)	$15.00
Over 4 hours (6 am - 2 pm)	$20.00
2 pm- 6 am	$10.00
Weekends (Sat & Sun)	$10.00

•    Parking operations are 24/7/365

•    The Visitor Parking entrance is located on Farmer Street.

•    6'10" Height Restriction.

•    Payments must be made with cash or check.

Parking Structure Access Points

•    From Building to Parking

Tenants may use their building access card for accessing the

Elevated Pedestrian Cross Bridge located on Level 2 of the

Parking Structure, M- F from 5 AM- 9 PM.

•    Parking Structure Elevators

The structure is serviced by · four passenger elevators providing service for Levels 1 -10. Access to the B1/B2 parking levels is restricted by card access for Compuware, CDC and tenant reserved parking only.

3.5.4.    Parking Rules & Regulations

1. There are two (2) primary entrances to the Parking Structure, one located on Gratiot near Broadway, and the other on Farmer Street. Tenants may use either entrance. Tenant non-reserved parking is available on levels 3 - 10. Tenants may not park in the Visitor parking area located at the Farmer entrance,    violators may have their parking privileges suspended or terminated.

2. The access control system is equipped with an anti-pass back feature, which disallows consecutive uses. Multiple uses on an access card will result in immediate termination of parking privileges.

3. Your parking access card must be displayed in your vehicle and be visible at all times.

Tenant Rules & Regulations

Compuware Building

4. Cardholders are responsible for maintaining possession of their respective access card. Should an access card be forgotten, parkers must utilize the Visitor Parking area by pulling a ticket and paying the respective parking fee. Daily parking fees are not reimbursable.

5. You must notify Hines Detroit Services, LLC if your vehicle

information changes at any time. Failure to do so will result in deactivation of your parking access card.

6. All    lost or    damaged access    cards    must be reported

immediately to the Property Management Office at 313-227-

4848. A $10.00 replacement charge must be paid prior to the issuance of a new access card.

7. Parking access cards are NOT transferable without advance

approval from the Property Management office.

8. Parking privileges are for daily parking use only; vehicles may not be stored for consecutive days.

9. Secure your vehicle; lock all doors, close all windows and sunroofs.

10. Do not leave cellular phones, laptops or any other valuables in

your vehicle.

11. All vehicles parking in Handicapped areas must clearly display

a local or state issued Handicapped parking permit. Any vehicles parked in a Handicapped stall without proper credentials will be ticketed or towed at the vehicle owner's expense.

12. Park only in designated parking stalls. Vehicles parked improperly or parked in any Reserved Parking stall will be ticketed and/or towed at the vehicle owner's expense.

13. Repeat parking violators will be charged the maximum daily rate after their first offense, parking privileges may be suspended or terminated for subsequent offenses.

14. Parking structure speed limit is 5 miles per hour throughout.

15. Please comply with all posted signs throughout the parking

structure.

16. Parking privileges may be revoked and damages pursued should cardholder cause damage to the parking structure and/or parking system equipment.

17. Vehicles must not leak fluids; violators parking privileges may

be suspended or revoked with written notice.

18. Vehicle heights are restricted to maximum height of 6'10' as posted throughout the parking structure.

19. Open intoxicants, flame and/or "Tailgating" are not permitted in

the parking structure or on Compuware property.

20. Violation of any rule or regulation can result in the termination of parking privileges without refund.

21. The parking facility is available for use on a "24/7'' basis with the exception of special events, as determined by Compuware Corporation. Special Events shall include however are not limited to sporting playoffs games for the NBA, NHL, NFL, MLB and NCAA. Parking fees incurred by the Cardholder as a result of not having access to the facility are not reimbursable.

Tenant Rules & Regulations

Compuware Building

22. Compuware Corporation, Hines Detroit Services, LLC and Metropolitan Parking Services, LLC and their agents shall not be liable for any vehicle damage or destruction by reason of theft, fire, collision, or any other cause. Cardholders are solely responsible for their vehicle, possessions, control and content. The Cardholder also agrees to hold Compuware Corporation, Hines    Detroit Services, LLC and Metropolitan Parking Services, LLC harmless of any damages or bodily injury sustained by parker or any other person in connection with vehicle damage or destruction.

23. Violation of the Parking Structure Rules and Regulations may result in immediate termination of parking privileges. Parking Rules and Regulations may be modified by Compuware Corporation or its Agent from time to time.

3.6.    General Building Rules and Regulations

• Tenant identification access badges must be worn and displayed at all times for security and identification purposes.

• Soliciting and/or marketing are not permitted in the Compuware Building without prior authorization from Property Management.

• The Compuware Building is a "Non-Smoking" facility, smoking is not allowed in the building.

• Sidewalks, doorways, vestibules, hallways, stairways and/or other similar areas shall not be obstructed or used by anyone for any purpose other than ingress and egress. Temporary material storage is not permitted in these areas.

• Plumbing fixtures, appliances and systems shall be used only for their intended purpose. No debris, rubbish, rags or unsuitable material, including toxic or flammable products, shall be disposed of in the plumbing system.

• No signs, advertisements or notices shall be painted or affixed to any windows, doors or any other part of the Building visible from the exterior or common public area(s) of the Building.

• Tenants shall not place any additional lock or locks on any door in its premises    without obtaining prior written consent from Property Management.

• All contractors, sub contractors and installation technicians performing services to base building areas including but not limited to, installation of telephones, electrical devices, HVAC, attachments including installations which affect floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building shall be directed to Property Management for approval and supervision if necessary.

• Movement of furniture, office equipment, dispatch or receipt of any bulky material, merchandise or material which requires use of elevators shall be restricted to service elevators only. Absolutely no carts or dollies are allowed through the main entrances or on passenger elevators. All non­ hand carried items must be delivered via the lo.ading dock and service elevator.

• Tenant deliveries requiring the service elevators in excess of 30 minutes will require a reservation request submitted through the Tenant Portal to

Tenant Rules & Regulations

Compuware Building

be approved by Property Management. A 48 hour minimum notice is required.

• Tenants must not engage in noisy activities which interfere with the quiet enjoyment of other tenants and occupied floors.

• No animals (except seeing-eye dogs) shall be brought into or kept in the building or parking structure areas.

• No machinery of any kind, other than normal office equipment, shall be operated by a tenant without the prior written consent of Property Management.    Flammable or explosive fluid or substances are strictly prohibited in the building.

• No portion of any building area shall at any time be used or occupied for sleeping or lodging purposes.

•    Landlord/Manager is not responsible for lost or stolen property.

• Tenant will not cause or allow any odor Property Management finds objectionable to emanate from its area.

•    Landlord reserves the right to rescind, add or modify Tenant Rules and

Regulations from time to time.

4. Amenities

4.1.    ATM's

ATM's are located in the Building on the 2nd level (Huntington National Bank)

and in the Atrium (Comerica Bank).

4.2.    Market Place Cafe

The Cafe is located on the Woodward side of the 2nd level and provides

variety of cuisines and menu choices. The Cafe is open Monday through

Friday as follows:

•    Breakfast

•    Continental Breakfast

•    Lunch

7:00 AM    -    9:00 AM

9:00 AM    - 10:00 AM

11:00 AM    -    1:30 PM

4.3.    Wellness Center

The 2 story Wellness Center encompasses 38,000 square feet and is located

in the core area on Level 2 of the building. Hours of operation are:

•    Monday - Thursday

•    Friday

6:00 AM    -    8:30 PM

6:00AM     -    7:30 PM

The center features state of the art cardiovascular, strength equipment, two (2) racquetball courts, a gymnasium, Spinning® room, aerobic room, massage room, fitness evaluation and consultation rooms. There is also a running/walking track (8 laps = one mile), multi-purpose room along with men's and women's locker rooms featuring dry saunas and full towel service. Many other fitness activities and services are offered to members.

4.4.    Child Development Center (CDC)

The CDC is located on Level 2 and is operated by Bright Horizons. The

Center provides care for children ages 6 weeks to Kindergarten. The hours of operation are 7:00 am - 6:00 pm Monday - Friday. Tenant parking is available for participating parents in the CDC reserved area located on Level

Tenant Rules & Regulations

Compuware Building

B2.    Parents should utilize the passenger elevators for 2nd floor Center access and child drop off purposes.

4.5.    Detroit People Mover Station: Cadillac Center Station

The Building is serviced by a Detroit People Mover Station stop (Cadillac

Center), which can be accessed from the 1st level of the Parking Structure. Fares for the People Mover are $.75 with token machines located in the station lobby.

4.6.    Retail: "The Shops at Compuware"

Retailers are located on the ground floor of the Office Tower and along

Monroe in the parking structure. Retailers include:

Office Tower

• Ben & Jerry's

• Bonnie's Sundries

• Ezelli Hair Salon

• Hard Rock Cafe

• Heritage Optical

• Huntington National Bank

• FedEx/Kinko's

• Olga's Kitchen

• Texas de Brazil

• Tim Hortons

Parking Structure

• AT&T

• CK Mediterranean Grille

• Cottagelnn

• DMC Physicians

• Hot Sam's Quality Clothes

• Jimmy John's

• Orchid Thai

4.7.    Public Telephone

A Public payphone is located in the Atrium adjacent to the Concierge's desk.

4.8.     U.S. Mail Drop Box

A U.S. Mail drop box is located in the service corridor adjacent to the service elevators. The U.S. Postal service picks up mail at 5:00 PM. from this location.

4.9.    Building Security

4.9.1. Concierge Desk

•    Located at the main entrance.

•    Hours of Operation

:Y    Monday- Friday 6:00 AM to 10:00 PM

:Y Weekend Hours 8:00 AM to 10:00 PM

• All visitors to check in at Concierge Desk and must be escorted by Tenant.

Tenant Rules & Regulations

Compuware Building

• The Concierge's Desk cannot accept or store Tenant package deliveries.

4.9.2.     CSO Desk

The CSO Desk is located in the Atrium behind the turnstiles and is staffed 24 hours a day, 365 days a year. All after hour visitors must be escorted by a tenant and register at the CSO desk.

4.9.3.    Security Command Center

The Security Command Center monitors the buildings Emergency Life Safety Systems and coordinates all building emergency responses. The Security Command Center is located in the Atrium near the Farmer entrance and is staffed with trained professionals 24 hours a day, 365 days a year.

GRATIOT

Woodward    Monroe Street Entrance

Main Entrance

CSO Desk

Tenant Rules & Regulations

Compuware Building

4.9.4.     Emergency Phones

Emergency phones (Blue Light) are located throughout the parking structure and in each of the structure elevator lobbies. These phones are monitored and answered by Building Security and should be used only in actual emergency situations.

4.10.     Emergency Procedures and Evacuation Plan -See Exhibit A attached

EXHIBIT "E"

SECURITY SPECIFICATIONS, PROCEDURES AND SYSTEMS SECURITY SPECIFICATIONS

Landlord will provide, at Landlord's cost, for the safety and security of tenant employees, visitors, guests of the Development according to the existing Security processes and procedures as set forth in Exhibit "D" which incorporates all

•    Access guidelines and procedures

•    Emergency procedures & Evacuation plans

In addition, Landlord will represent Tenant to the general public, employees and visitors in a professional and courteous manner with the mission of providing the highest level of guest services.

Site Security

•    Landlord shall maintain coverage of the Security Command Center and Lobby

Concierge Desk 24x7 365 days per year

• Landlord shall create, record and maintain all existing logs and incident reports that are reported for the Development

•    Landlord is responsible for the administration and security of all door keys

o To the extent required pursuant to the Lease, Tenant must provide all access keys to all leased space areas to landlord

•    Landlord shall perform daily security checks including site perimeter checks

and checks of all access doors and common areas

• Landlord will be responsible for maintaining, executing and training tenant designates on existing emergency procedures and evacuation plans

o     Landlord will provide Tenant Rules & Regulations Handbook to

Tenant which contains emergency procedures and evacuation plans

• Landlord will be responsible for monitoring and maintaining the following existing security and building systems for the Development and Parking Structure to a level no less than the same standards existing for the Development as of the date of the Lease.

o     Video surveillance

o     Life safety systems

o      Building Mechanical systems o     Access control systems

o     Emergency call boxes o     Elevators

EXHIBIT "F" CURRENT ENCUMBRANCES

1. Easement reserved in favor of the City of Detroit for public lighting facilities, as evidenced by instrument recorded in Liber 3 2 7 51, Page 59 6.

2 . Building and Use Restrictions, as recorded in Liber 32751 on Page 596, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin.

3. Resolutions vacating streets, recorded in Liber 1058, Page 164 and in Liber 1059, Page 222.

4. Agreement and Grant of Easement for Water Mains and Sewers granted to the City of Detroit acting through its Board of Water Commissioners, as set forth in Liber

42095, Page 294.

5. Underground Easement (Right-of-Way) in favor of the Detroit Edison Company, as disclosed by instrument recorded in Liber 32968 on Page 465.

6.    Terms and conditions of a Memorandum of Easement Agreement granted to the

Detroit Transportation Corporation as disclosed by instrument recorded in Liber

22786, Page 204. Amendment to Grant of Easement recorded in Liber 32968, Page 436 and re-recorded in Liber 34210, Page 20. Amended and Restated Grant of Easement as disclosed by instrument recorded in Liber 3 2 7 51, Page 527.

7 .     Terms and conditions of an Easement Agreement to the City of Detroit Downtown

Development Authority, as disclosed by instrument recorded in Liber 3 27 51, Page

542 and in Liber 32751, Page 603.

8.     Terms and Conditions of a Transfer Agreement with the City of Detroit Downtown

Development Authority, as disclosed by instrument recorded in Liber 32751, Page

510.

9. Terms and conditions of a Downtown People Mover Easement Agreement, as disclosed by instrument recorded in Liber 2 2045, Page 2 9.

10. Subject to an underground easement for the Detroit Edison Company's underground steam line as disclosed in a certain instrument recorded in Liber 18009, Page 398.

F-1

11.    Resolutions as disclosed by instruments recorded in Liber 16 9 2 8, Page 167, Liber

17229, Page 321, Liber 20057, Page 413, Liber 30242, Page 4934, Liber 32751, page 484, and in Liber 32751, Page 504.

EXHIBIT "G"

PROHIBITED USES

I.     RETAIL PREMISES:

A.    any dancehall within one hundred feet    (100') of any entrance to the

Building;

B. any flea market, second-hand or surplus store, but a store selling antiques, or estate jewelry in a first-class manner shall be permitted;

C. any dumping, disposing, incineration or reduction of garbage (exclusive of appropriately screened dumpsters or trash compactors located in the rear of any building);

D. any fire sale, going out of business sale (other than on a temporary basis not to exceed thirty (30) days), bankruptcy sale (unless pursuant to a court order) or auction house operation;

E. any central laundry or dry cleaning plant or laundromat (except that this prohibition shall not be applicable to on-site service provided solely for pick-up and delivery by retail customer, including nominal supporting facilities);

F. any automobile, truck, trailer or recreational vehicle sales, display, storage or repair (but vehicle leasing and the display of a limited number of any such items shall not be prohibited);

G.     any veterinary hospital or kennel; H.     any mortuary;

I. any establishment selling, renting or exhibiting pornographic materials, adult books, films, video tapes, compact discs, or computer software (which are defined as stores in which a material portion of the inventory is not available for sale or rental to children under eighteen (18) years old because such inventory deals with or depicts human sexuality); provided, this restriction shall in no event restrict the sale of any compact discs which are customarily sold by retail music stores of a type and quality typically located in commercial developments of a similar character and nature in the Detroit, Michigan metropolitan area;

E-1

J. any massage parlor, excluding in any event incidental massages in a day spa and a first class regional or national retailer offering massage services as a primary use, such as Massage Envy.

K. any use which emits noxious odors, fumes, dust or vapors or excessive noises or sounds outside of the premises in which they are created (excluding normal venting of a food service operation);

L.     any use which creates an unreasonable risk of a fire or explosion hazard;

M. any manufacturing facility except as incidental to the operation of a permitted retail business; i.e., a bakery or picture frame manufacturing shop;

N.     any warehousing (except incidental to a retail operation);

0. the illegal storage, sale, dispensing or distribution on or from the premises of addictive substances;

P. any illegal activity in contravention of any applicable regulation, ordinances, statute or law;

Q. any illicit sexual activity, lewd or obscene performance, including by way of illustration, but not by way of limitation, prostitution, peep shows, topless restaurants or performances and the like;

R.     any living quarters, sleeping apartments or lodging rooms; S.      any auto parts store or service station;

T.     any church, temple, synagogue or other place of worship; II.     RETAIL PREMISES AND OFFICE PREMISES:

A. any governmental or quasi-governmental agency with a high volume of visitor traffic;

B.     any employment agency; or

Notwithstanding the foregoing, the uses of all tenants existing in the Building as of the date of this Lease identified on Schedule E-1 shall, to the extent such applicable Tenant is conducting business as permitted on Schedule E-1, not be a "Prohibited Use."

E-2

EXHIBIT "H"

FURNITURE INVENTORY

7th Floor

278 - 8 x 8 cubes    Cubes include cube walls, surfaces, 3 cabinets, white board,chair, desk lamp, coat hook, keys

20-6 x 8 cubes    Cubes include cube walls, surfaces, 2 cabinets, white board, chair, desk lamp,coat hook, keys

9 - 9 x 11cubes Cubes include cube walls with extra stack of glass and door, 4 cabinets, overheads, white boards chair, desk lamp,coat hook, keys

8-4 x 8 "pod"

cubes    Cubes include cube walls,surfaces,1cabinet,white board, chair, desk lamp,coat hook, keys

17 -10 x 10 offices     Includes walls,desk set, cabinets, 2 chairs, wall mounted white board

10- 12 x 16 offices     Includes walls, desk set, cabinets, guest table,5 chairs, wall mounted white board

Includes 2 full sets cabinets, appliances (2 refridgerators,4 microwaves,2 toasters,2

Kitchens/Mail Area    dishwashers)

Conference Rooms    5 medium(10 seat) and 2 large (14 seat) Admin

Station/Lobby    1complete admin station,with 4 lobby chairs and coffee table

8th Floor

29-8 x 8 cubes    Cubes include cube walls, surfaces,3 cabinets, white board,chair, desk lamp, coat hook, keys

1-9 x 11cube Cube include cube walls with extra stack of glass and door, 4 cabinets, overheads, white boards chair, desk lamp, coat hook, keys

1- 10 x 10 office     Include walls, desk set, cabinets, 2 chairs, wall mounted white board

Kitchen/Mail Area    Includes full set cabinets,appliances (1refridgerators, 2 microwaves,1toasters,1dishwashers) Conference Rooms    2 small(4 seat), 2 medium(10 seat) and 11arge (14 seat)

Admin

Station/Lobby    1complete admin station,with 4 lobby chairs and coffee table

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-192931 on Form S-8 of our report dated May 30, 2014, relating to the combined and consolidated financial statements of Covisint Corporation and subsidiaries and the Covisint Operations of Compuware Corporation (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the financial statements prior to January 1, 2013 being prepared from the records of Compuware Corporation) appearing in this Annual Report on Form 10-K of Covisint Corporation for the year ended March 31, 2014.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

May 30, 2014

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Samuel M. Inman III, certify that:

1.    I have reviewed this annual report on Form 10-K of Covisint Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

    (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 30, 2014

By:    /s/SAMUEL M. INMAN, III

Samuel M. Inman, III

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Enrico Digirolamo, certify that:

1.    I have reviewed this annual report on Form 10-K of Covisint Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 30, 2014

By:    /s/ ENRICO DIGIROLAMO

Enrico Digirolamo

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Compuware Corporation (the “Company”) on Form 10-K for the fiscal year ending March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Samuel M. Inman, III, Chief Executive Officer of the Company, and Enrico Digirolamo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

May 30, 2014

By:    /s/ SAMUEL M. INMAN, III

Samuel M. Inman, III

Chief Executive Officer

By:    /s/ ENRICO DIGIROLAMO

Enrico Digirolamo

Chief Financial Officer

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RELATED PARTY TRANSACTIONS (Details) (USD $)						12 Months Ended
	Mar. 31, 2014	Sep. 30, 2013	Mar. 31, 2013	Mar. 31, 2014 Net Change in Working Capital	Mar. 31, 2014 Allocated Corporate Expenses	Mar. 31, 2014 Compuware	Mar. 31, 2013 Compuware	Mar. 31, 2012 Compuware	Mar. 31, 2014 Compuware Parent's Utilization of Tax Loss and Other Tax Related Attributes
Related Party Transaction [Line Items]
Expenses from transactions with Parent						$ 1,400,000	$ 17,400,000	$ 16,300,000
Due from parent and affiliates	2,813,000		0
Net liability (offset) due to parent and affiliates	$ 0	$ 10,900,000	$ 7,556,000	$ 1,000,000	$ (10,600,000)				$ (9,100,000)