ELEVENTH AMENDMENT TO LEASE
Exhibit 10.03
ELEVENTH AMENDMENT TO LEASE
THIS ELEVENTH AMENDMENT TO LEASE (“Agreement”) dated this 16 day of September, 2014, is made and entered into by and between XXXXXX STREET INVESTORS II, L.L.C., a Delaware limited liability company (“Landlord”) and LEAPFROG ENTERPRISES, INC., a Delaware corporation (“Tenant”).
BACKGROUND
A. Landlord and Tenant entered into that certain Lease Agreement dated November 14, 2000, for approximately 40,060 rentable square feet of space (the “Premises”) located at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx, as more fully described in the Lease.
B. The Lease has been amended by a First Amendment to Lease dated April 30, 2001.
C. The Lease has been amended by a Second Amendment to Lease dated February 22, 2002, whereby the Premises were expanded by an additional 30,770 rentable square feet and Tenant’s Pro Rata Share was increased to Fifty-One and Sixty-Two Hundredths Percent (51.62%).
D. The Lease has been amended by a Third Amendment to Lease dated March 27, 2003, whereby the Premises were expanded by an additional 31,980 rentable square feet and Tenant’s Pro Rata Share was increased to Seventy-Four and Ninety-Three Hundredths Percent (74.93%).
E. The Lease has been amended by a Fourth Amendment to Lease dated March 27, 2003.
F. The Lease has been amended by a Fifth Amendment to Lease dated March 7, 2005, whereby the Lease Term was extended until March 31, 2016.
G. The Lease has been amended by a Sixth Amendment to Lease dated March 22, 2006, whereby the size of the Premises was increased by an additional 34,393 rentable square feet known as Suite 125.
H. The Lease has been amended by a Seventh Amendment to Lease dated December 6, 2010, whereby the Lease was terminated as to Suite 175 consisting of 30,770 rentable square feet.
I. The Lease has been amended by an Eighth Amendment to lease dated June 2, 2011, whereby Landlord granted Tenant use of “Rooftop Equipment” (as defined therein).
J. The Lease has been amended by a Ninth Amendment to Lease dated December 9, 2013, whereby Landlord leased Suite 160 in the building known as Building B, located at 0000 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx (“Building B”) on a temporary basis.
K. The Lease has been amended by a Tenth Amendment to Lease dated April 1, 2014, whereby Landlord leased Suite 150 in Building B on a temporary basis.
L. The Lease Agreement, as amended from time to time, is referred to as the “Lease”.
M. The Premises, including Xxxxx 000 xxx Xxxxx 000 xx Xxxxxxxx X, currently contain 113,914 rentable square feet.
N. The current term of the Lease expires on March 31, 2016.
O. Tenant desires to extend each of the Suite 150 Term and the Temporary Premises Term and to amend the terms and conditions of the Lease as set forth in this Agreement.
P. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereby mutually agree as follows:
1. EXTENSION OF TEMPORARY PREMISES TERM. The current Temporary Premises Term with respect to Suite 160 in Building B expires on January 31, 2015. The Temporary Premises Term is hereby extended by fourteen (14) months from February 1, 2015 (the “Temporary Premises Extension Commencement Date”), to terminate on March 31, 2016.
2. TEMPORARY PREMISES BASE RENT. From and after the Temporary Premises Extension Commencement Date, the Base Rent for the Temporary Premises shall be Two and 75/100 Dollars ($2.75) per rentable square foot per month, full service, for a total of Eight Thousand Six Hundred Four and 75/100 Dollars ($8,604.75) per month, fully serviced, payable in advance on the first day of each month during the Temporary Premises Term.
3. EXTENSION OF SUITE 150 TERM. The current Suite 150 Term with respect to Suite 150 in Building B expires on January 31, 2015. The Suite 150 Term is hereby extended by fourteen (14) months from February 1, 2015 (the “Suite 150 Extension Commencement Date”), to terminate on March 31, 2016.
4. SUITE 150 BASE RENT. From and after the Suite 150 Extension Commencement Date, the Base Rent for Suite 150 shall be Two and 75/100 Dollars ($2.75) per rentable square foot per month, full service, for a total of Eleven Thousand Nine Hundred Sixty-Eight and No/100 Dollars ($11,968.00) per month, fully serviced, payable in advance on the first day of each month during the Suite 150 Term.
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5. TENANT’S PERCENTAGE SHARE. Tenant shall pay Operating Expenses for the Temporary Premises and Suite 150 as additional Rent. As of the Temporary Premises Extension Commencement Date, Tenant’s Percentage Share (also referred to as “Tenant’s Prorata Share”) of Operating Expenses for the Temporary Premises shall be Three and Fifty-Five Hundredths Percent (3.55%). As of the Suite 150 Extension Commencement Date, Tenant’s Percentage Share of Operating Expenses for Suite 150 shall be Four and Ninety-Three Hundredths Percent (4.93%). Tenant’s Percentage Share for purposes of this Agreement has been calculated as the ratio that the stipulated rentable area of each of the Temporary Premises and Suite 150 bear to the stipulated rentable area of Building B. If during the Temporary Premises Term or Suite 150 Term there is a physical change in the rentable area of the Temporary Premises or Suite 150, respectively, or Building B (as distinguished from a change in the method of measuring any such rentable area), there shall be a corresponding adjustment to Tenant’s Percentage Share with respect to the Temporary Premises and/or Suite 150, as applicable.
6. OPERATING EXPENSES BASE AMOUNT. The “Base Year” with respect to the Temporary Premises and Suite 150 shall be 2014.
7. PREMISES. For the avoidance of doubt, the term “Premises” as used in the Lease shall include the Temporary Premises and Suite 150.
8. AUTHORITY. Tenant represents and warrants that all necessary corporate actions have been duly taken to permit Tenant to enter into this Agreement and that the person signing this Agreement on behalf of Tenant has been duly authorized and instructed to execute this Agreement. Landlord represents and warrants that all necessary company actions have been duly taken to permit Landlord to enter into this Agreement and that the person signing this Agreement on behalf of Landlord has been duly authorized and instructed to sign this Agreement.
9. BROKERS. Each of Landlord and Tenant warrants and represents that it has dealt with no real estate broker in connection with this Agreement and that no broker is entitled to any commission on account of this Agreement. The party who breaches this warranty shall defend, hold harmless and indemnify the other from any loss, cost, damage or expense, including reasonable attorneys’ fees, arising from the breach; Landlord’s indemnity of Tenant shall include claims by the Broker. Landlord is solely responsible for paying the commission of the Broker in accordance with a separate agreement.
10. FULL FORCE AND EFFECT. Except as expressly modified above, all terms and conditions of the Lease remain in full force and effect and are hereby ratified and confirmed. Landlord and Tenant hereby acknowledge and agree that, except as provided in this Agreement, the Lease has not been modified, amended, canceled, terminated, released, superseded or otherwise rendered of no force or effect.
[Signature page follows.]
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Designated Address for Landlord:
Xxxxxx Street Investors II LLC c/o Bentall Xxxxxxx (U.S.) Limited Partnership Attn: Dir. of Asset Management 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: 000-000-0000
and to:
Xxxxxx Street Investors II LLC c/o Bentall Xxxxxxx (U.S.) Limited Partnership Attn: Dir. of Asset Management 0000 Xxxxxxxxx Xxx., Xxx. 000 Xxxx Xxxxxxxx, XX 00000 Facsimile: 000-000-0000
and to:
MEPT Edgemoor REIT, LLC c/o NewTower Trust Company Attn: President/MEPT or Xxxxxxx X. Xxxxxxxx 0 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Facsimile: 000-000-0000
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LANDLORD:
Xxxxxx Street Investors II LLC, a Delaware limited liability company
By: Xxxxxx Street Investors, L.L.C, a Delaware limited liability company, its Sole Member
By: MEPT Xxxxxx Street LLC, a Delaware limited liability company, its Manager
By: MEPT Edgemoor REIT LLC, a Delaware limited liability company, its Manager
By: Bentall Xxxxxxx (U.S.) Limited Partnership, its Authorized Signatory
By: Bentall Xxxxxxx (U.S.) G.P. LLC, its General Partner
By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Its: Vice President
By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Its: Senior Vice President 10/13/14
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Designated Address for Tenant:
Leapfrog Enterprises, Inc. Attn: Director of Real Estate and Facilities 0000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
With a copy to:
Leapfrog Enterprises, Inc. Attn: General Counsel 0000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
TENANT:
Leapfrog Enterprises, Inc., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: CFO 9/30/14
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