Fox Factory Holding (FOXF) 10-Q 2023 Q1 Quarterly report

Exhibit 10.2

AMENDMENT TO LEASE AGREEMENT

(2022 Additions to Project)

Number 3

THIS AMENDMENT TO EASE AGREEMENT, dated as of December 31, 2022, between the GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY (the “authority”), a public body corporate and politic and an instrumentality of the City of Gainesville and Hall County, Georgia, duly organized and existing under the Constitution and laws of the State of Georgia, as Lessor, and FOX FACTORY, INC. (the “Lessee”), a California corporation.

W I T N E S E T H:

WHEREAS, the Authority and the Lessee have heretofore entered into a Lease Agreement, dated as of June 1, 2020 (said Lease Agreement, as from time to time modified or amended, is herein call the “Lease”) relating to the Project (as defined in the Lease); and

WHEREAS, the Authority and the Lessee have now determined that it is necessary to amend the Lease in certain respects to reflect the addition to the project (as defined in the lease) the items described in Exhibit “1” hereto; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, hereinafter contained, the Authority and the Lessee agree to and do hereby amend the Lease, effective as of the date hereof, as follows:

1.Exhibit “C” to the Lease is hereby amended by adding to the description of the 2022 Project Equipment set forth thereon the items of the equipment described on Exhibit “A” to this Amendment to Lease Agreement. All reference in the Lease to the 2022 Project Equipment shall hereafter refer to the items of the equipment described on Exhibit “A” attached hereto.

2.Project Facility (as defined in the Lease) shall hereafter include any and all improvements and additions to the manufacturing facility located on the Project Facility Site (as defined in the Lease) made by the date hereof.

The Lease shall be deemed to be modified and amended in the accordance with the provisions of this Amendment to Lease Agreement and the respective rights, duties and obligations of the Authority and the Lessee under the Lease shall hereafter be determined, exercised and enforced under the Lease subject to this Agreement to Lease Agreement, and all the terms and conditions of this Amendment to the Lease Agreement shall be part of the terms and conditions of the Lease for any and all purposes.

This Amendment to Lease Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

This Amendment to Lease Agreement may be recorded in the office of the Superior Court of Hall County, or in such other office as may be at the time provided by law as the proper place for such recordation.

All other terms of the Lease shall continue in full force and effect the subject to this Amendment to Lease Agreement as set forth herein.

IN WITNESS WHEREOF, the Authority and the Lessee have caused this Amendment to the Lease Agreement to be executed in their respective corporate names and their respective seals to be hereunto affixed and attested by their duly authorized officers as of the 31st day of December 2022.

GAINEVILLE AND HALL COUNTY

DEVELOPMENT AUTHORITY

By: /s/ William Bagwell

Chairman

(SEAL)

Attest:

/s/ T. Treadwell Syfan

Secretary

Signed, sealed and delivered

in the presence of:

/s/ Lisa Graham

Witness

/s/ Amy C. Stewart

Notary Public

My commission expires: April 26, 2026

(NOTARIAL SEAL)

FOX FACTORY, INC.

By: Scott R. Humphrey

Title: Chief Financial Officer

Signed, sealed and delivered

in the presence of:

/s/ Abby Powell

Witness

/s/ Lisa Shay Whitmire

Notary Public

My commission expires: May 2, 2023

(NOTARIAL SEAL)