Exhibit 10.01


 


AMENDMENT No. 2 TO INDUSTRIAL LEASE
– NET


 


THIS AMENDMENT (“Amendment”)
is made and entered into as of April 1, 2014, by and between CAMPBELL HAWAII INVESTOR LLC, a Hawaii limited liability company (“Lessor”),
and LEAPFROG ENTERPRISES, Inc., a Delaware corporation (“Lessee”).


 


Lessor’s predecessor-in-interest,
SP Kaiser Gateway 1, LLC, a Delaware limited liability company, and Lessee entered into that certain Industrial Lease – Net
dated March 31, 2004 (the “Industrial Lease”), as amended by that certain Amendment No. 1 dated March 15, 2010 (“Amendment
No. 1,” and, together with the Industrial Lease, the “Lease”) with respect to certain premises identified
as 13479 Valley Boulevard, Fontana, California. Capitalized words and phrases for which no definition is given in this Amendment
shall have the meanings given them in the Lease. Lessor and Lessee now desire to amend the Lease to extend the Original Term and
increase the Base Rent and they therefore hereby agree as follows:


 


1.           Amendment
of Paragraph - 1.3 Term. Paragraph 1.3 of the Lease is hereby amended to read as follows:


 


“1.3 Term.  The
“Original Term” shall commence July 23, 2004 and shall expire April 30, 2020 (the “Expiration
Date”). The “Term” of this Lease shall be the Original Term.


 


2.           Amendment
of Paragraph 1.5 - Base Rent. The Following Language Is Hereby Added To Paragraph 1.5 Of The Lease, To Read As
Follows:


 


	Period	Base Rent per Square Foot per Month	Base Rent per Month
	4/1/15 – 4/30/15	$0.00	$0.00
	5/1/15 – 4/30/16	$0.38	$156,104.00
	5/1/16 – 4/30/17	$0.3914	$160,787.12
	5/1/17 – 4/30/18	$0.4031	$165,593.48
	5/1/18 – 4/30/19	$0.4152	$170,564.16
	5/1/19 – 4/30/20	$0.4277	$175,699.16


 





3.           Amendment
of Paragraph 5 – Operating Expenses. Clause (6) of Section 5.1 of the Lease, is hereby
amended to read: “that portion of the property management fee related to the Premises in excess of Four Thousand Five Hundred
Dollars ($4,500) per month;”.


 


4.           Deletion
of Section 39.4 – Lessee’s Option to Extend Term. Section 39.4 of the Lease is
hereby deleted.


 






    	 



    	 



    

 


5.           Brokers.
Lessee was represented in the transaction evidenced by this Amendment by Lee & Associates (“Lessee’s Broker”),
a licensed real estate broker. Lessor was represented in the transaction by Colliers International (“Lessor’s
Broker”), a licensed real estate broker. Lessor shall be solely responsible for paying
any commission or fee owed to Lessors’s Broker or Lessee’s Broker in connection with this Amendment pursuant to a separate
agreement. Except as provided in the immediately preceding sentence, each party to this Amendment shall indemnify, defend and hold
harmless the other party from and against any and all claims asserted against such other party by any real estate broker, finder
or intermediary relating to any act of the indemnifying party in connection with this Amendment.


 


6.           Ratification. Lessor
and Lessee hereby ratify and confirm all of the terms of the Lease as amended in paragraphs 1 through 5 of this Amendment


 


7.           Counterparts; Facsimile Delivery.
 This Amendment may be executed by all parties in counterparts in which event each shall be deemed an original and all of which
shall constitute one and the same agreement. This Amendment shall be deemed validly executed and delivered if an executed counterpart
is transmitted by electronic facsimile and the original is subsequently delivered to the other party.


 


IN WITNESS WHEREOF, Lessor and Lessee have
executed this Amendment as of the date first above written.


 


	LESSOR:	 	LESSEE:
	 	 	 	
	CAMPBELL HAWAII INVESTOR, LLC, a Hawaii limited liability company 	 	LEAPFROG ENTERPRISES, INC., 

a Delaware corporation
	 	 	 	 	 
	By:	James Campbell Company LLC, a	 	By: 	/s/ John Barbour
	 	Delaware limited liability company, its 	 	Name:   	 John Barbour
	 	manager	 	Title: 	CEO
	 	 	 	 	 
	By: 	/s/ Sydni L. Roberson	 	By: 	 
	Name:   	 Sydni L. Roberson	 	Name: 	 
	Title: 	Vice President, Regional Manager	 	Title: 	 
	 	 	 	 	 
	By: 	/s/ Dorine Holsey Streeter	 	 	 
	Name: 	 Dorine Holsey Streeter	 	 	 
	Title: 	Executive Vice President

Real Estate Investment Management