Exhibit 10.05


 


SEVENTH AMENDMENT TO LEASE


 


THIS SEVENTH AMENDMENT TO LEASE (“Agreement”)
dated this 6th day of December, 2010, is made and entered into by and between HOLLIS STREET INVESTORS, 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 6401 Hollis Street, Suite 150, Emeryville, California, 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 rental square feet known as Suite 125.


 


H.           The
Lease Agreement, as amended from time to time, is referred to as the “Lease”.


 


I.           The
Premises currently contain 137,203 rentable square feet.


 


J.           The
current term of the Lease expires on March 31, 2016.


 


K.          Tenant
desires to reduce the size of the Premises by terminating the Lease as to Suite 175 consisting of 30,770 rental square feet and
to amend the terms and conditions of the Lease as set forth in this Agreement.


 



    	 



    	 



    

 


L.           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.          VACATION
AND SURRENDOR OF SUITE 175. Effective as of January 7, 2011 (the “Effective Date”) Tenant shall
give, grant and surrender Suite 175 to Landlord and all of the right, title and interest whatsoever of Tenant in Suite 175. Tenant
shall vacate and surrender Suite 175 no later than the Effective Date. Landlord has inspected Suite 175 and agrees that, subject
to Tenant’s removal of its Personal Property and repair of any damage caused by such removal, Tenant shall not be required
to perform any work in, or remove any Alterations from, Suite 175 prior to Tenant’s surrender thereof.


 


2.          TERMINATION
FEES. As a condition to the effectiveness of this Agreement, Tenant shall pay to Landlord on the Effective Date the sum
Three Hundred Forty-Four Thousand Six Hundred Eighty-Seven and 18/100 Dollars ($344,687.18), comprised of Two Hundred Seventy-Eight
Thousand Four Hundred Forty-Three and 51/100 Dollars ($278,443.51) as a termination fee, and Sixty-Six Thousand Two Hundred Forty-Three
and 67/100 Dollars ($66,243.67) as the total rent for Suite 175 for January, 2011. On February 1, 2011, Tenant shall pay Landlord
another payment of Sixty-Six Thousand Two Hundred Forty-Three and 67/100 Dollars ($66,243.67) as the total rent for Suite 175 for
February, 2011. On March 1, 2011, Tenant shall pay Landlord a final payment of Sixty-Six Thousand Two Hundred Forty-Three and 67/100
Dollars ($66,243.67) as the total rent for Suite 175 for March, 2011.


 


3.          PREMISES.
The square footage of the Premises is currently 137,203 rentable square feet. As of the Effective Date, the term “Premises”
shall no longer include Suite 175 consisting of 30,770 RSF and shall consist of 106,433 rentable square feet, composed of the
following:


 


	Suite 2 (Suite 100)	 	31,980 RSF
	Suite 3 (Suite 150)	 	40,060 RSF
	Suite 4 (Suite 125)	 	34,393 RSF
	Total	 	106,433 RSF


 


4.          TENANT’S
PRO RATA SHARE. As of the Effective Date, Tenant’s Pro Rata Share for the Premises shall be reduced to Seventy-Seven
and Fifty-Seven Hundredths Percent (77.57%).


 


5.          RENT.
The definition of “Base Rent” in Section 1 of the Lease is hereby amended to reflect that, (a) the Base Rent
for Suite 4 (Suite 125) shall remain as set forth in the Sixth Amendment to Lease, and (b) as of the Effective Date, the Base Rent
for Suite 2 (Suite 100) and Suite 3 (Suite 150) shall be as set forth below, payable in equal monthly installments, in advance,
on the first business day of each and every month of the Term.


 



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New Rent Structure


 


	Time Period	 	Suite 2 (#100)	 	 	Suite 3 (#150)	 	 	Total	 
	01/01/11 – 12/31/11	 	$	50,204.49	 	 	$	62,889.06	 	 	$	113,093.55	 
	01/01/12 – 12/31/12	 	$	51,283.82	 	 	$	64,241.08	 	 	$	115,524.90	 
	01/01/13 – 12/31/13	 	$	52,390.13	 	 	$	65,626.91	 	 	$	118,017.04	 
	01/01/14 – 12/31/14	 	$	53,524.09	 	 	$	67,047.38	 	 	$	120,571.47	 
	01/01/15 – 12/31/15	 	$	54,686.41	 	 	$	68,503.36	 	 	$	123,189.77	 
	01/01/16 – 3/31/16	 	$	55,877.78	 	 	$	69,995.75	 	 	$	125,873.53	 



 


6.          PARKING.


 


(a)          Tenant
has the right to use Four (4) parking spaces per 1,000 rentable square feet of leased area in Suite 2 (Suite 100) and Suite 3 (Suite
100) for a total of 128 and 160 parking stalls, respectively. Tenant has the right to use and Two and Seventy-Five Hundredths (2.75)
parking spaces per 1,000 rentable square feet of leased area in Suite 4 (Suite 125) pursuant to the Sixth Amendment, for a total
of 95 parking stalls. The aggregate parking rights in the Premises as of the Effective Date are as follows:


 


	Suite 2 (Suite 100)	 	128	 parking stalls 
	Suite 3 (Suite 150)	 	160	 parking stalls
	Suite 4 (Suite 125)	 	95	 parking stalls
	Total	 	383 	 parking stalls


 


In order to achieve the above-stated parking ratio, some parking
may be tandem parking requiring an attendant. Tenant agrees that in that event the cost of the parking attendant shall be an Operating
Expense and Tenant will be liable for its pro rata share.


 


(b)          Notwithstanding
the above, Tenant shall continue to have the right to use unlimited parking spaces beyond Tenant’s allocation (the “Additional
Parking Spaces”) until such time as all parking spaces in the Project have been allocated to tenants. Provided
that Landlord may notify Tenant from time to time as Landlord leases additional space in the Project of the number of Additional
Parking Spaces that Tenant must relinquish so that Landlord can provide parking spaces for other tenants in the Project (which
parking for other tenants shall not exceed four (4) spaces per 1,000 rentable square feet of leased area) without implementing
tandem parking. After Tenant has relinquished its right to use all of the Additional Parking Spaces, Landlord may need to implement
tandem parking for all tenants.


 



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7.          TERMINATION
RIGHT. Tenant’s termination rights in Paragraph 10 of the Fifth Amendment shall continue in effect as to Suite 100
and shall be terminated as to any other Suite. Subparagraph 10(b) is hereby revised to read as follows:


 


			“(b) Tenant shall have provided Landlord with written notice of Tenant’s intention to exercise the option to terminate
the Lease as to Suite 100, which notice must be received by Landlord no later than eighteen (18) months prior to the Effective
Termination Date;”



 


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.


 



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	Designated Address for Landlord:	 	LANDLORD:
	 	 	 
	c/o Kennedy Associates Real Estate Counsel, LP	 	Hollis Street Investors II LLC, a Delaware limited
	Attn: Executive Vice President – Asset	 	liability company
	Management	 	 	 	 	 	 	 	 
	1215 Fourth Avenue, Suite 2400	 	By: 	Hollis Street Investors, L.L.C, a Delaware
	Seattle, WA  98161	 	 	limited liability company, its Sole Member
	Facsimile: 206-682-4769	 	 	 	 	 	 	 	 
	 	 	 	By: 	MEPT Hollis Street Investors LLC, a
	and to:	 	 	 	Delaware limited liability company, its
	 	 	 	 	Manager
	c/o Kennedy Associates Real Estate Counsel, LP	 	 	 	 	 	 	 	 
	Attn: Vice President – Asset Management	 	 	 	By: 	MEPT Edgemoor REIT LLC, a
	7315 Wisconsin Ave., Ste. 350 West	 	 	 	 	Delaware limited liability company,
	Bethesda, MD  20814	 	 	 	 	its Manager
	Facsimile: 301-656-9339	 	 	 	 	 	 	 	 
	 	 	 	 	 	By: 	Kennedy Associates Real Estate
	and to:	 	 	 	 	 	Counsel, LP., its Authorized
	 	 	 	 	 	 	Signatory
	MEPT Edgemoor REIT, LLC	 	 	 	 	 	 	 	 
	c/o NewTower Trust Company	 	 	 	 	 	By: 	Kennedy Associates Real
	Attn: President/MEPT or Patrick O. Mayberry	 	 	 	 	 	 	Estate Counsel GP, LLC,
	3 Bethesda Metro Center, Suite 1600	 	 	 	 	 	 	its General Partner
	Bethesda, MD  20814	 	 	 	 	 	 	 	 
	Facsimile: 240-235-9961	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	By:	/s/ Michael R. McCormick
	 	 	 	 	 	 	 	Name: 	Michael R. McCormick
	 	 	 	 	 	 	 	Its:	Senior Vice President


 


	Designated Address for Tenant:	TENANT:	 
	 	 	 
	Leapfrog Enterprises, Inc.	Leapfrog Enterprises, Inc., a Delaware
	Attn: Director of Real Estate and Facilities	corporation
	6401 Hollis Street	 	 
	Emeryville, CA 94608	 	 
	 	By:	/s/ Mark Etnyre
	With a copy to:	Name:	Mark Etnyre
	 	Its:	CFO
	Leapfrog Enterprises, Inc.	 	 
	Attn: General Counsel	 	 
	6401 Hollis Street	 	 
	Emeryville, CA 94608	 	 


 








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