Exhibit
10.14


 


FOURTH AMENDED AND RESTATED


INDUSTRIAL LEASE


 


THIS FOURTH AMENDED AND RESTATED INDUSTRIAL
LEASE (“Lease”) effective as of July 1, 2007
(the “Effective Date”) by and between Aerospace/Defense, Inc., a South Carolina corporation
(hereinafter call the “Landlord”) and
Force Protection Industries, Inc. and Force Protection, Inc., Nevada corporations (collectively,
the “Tenant”).


 


RECITALS


 


1.                                       By Industrial
Lease effective as of January 15, 2006, as amended by instrument dated as of
May 1, 2006, entitled “First Amendment to Lease” (“First
Amendment”) and further amended by instrument dated as of July 1,
2006, entitled “Second Amendment to Lease” (“Second
Amendment”), and further amended by instrument dated as of October
1, 2006, entitled “Third Amendment to Lease” (“Third
Amendment”), the Landlord leased unto Tenant certain premises within
Building No. 1 situated in an industrial project (the “Project”)
located in Ladson (Charleston County), South Carolina. By the execution of this
instrument, the parties intend to amend and restate the Lease according to the
terms of Subsection 27K of the Lease.


 


2.                                       At the request
of the Tenant, the Landlord has agreed to modify the term “Premises”
under the teams, conditions and reservations hereunder as follows:


 


A.                                   Adding
a total of 48,572 square feet to Paragraph 1A, Clause (i) of the Lease which
square footage is added to the definition of “Leased Area”
as of the Effective Date and is comprised of the following:


 


1.                                       4,667
square feet comprised of two areas, one such area measuring approximately 13
feet by 200 feet and being the eastern section of the mezzanine between A and B
Bays in Building No. 1 as shown on Exhibit B to this Lease, and the
other area measuring approximately 13 feet by 159 feet and being the western
section of such mezzanine as shown on Exhibit B-1 to this Lease; and


 


2.                                       43,905
square feet comprised of two areas of B-Bay in Building No. 1, one area
measuring approximately 105 feet by 137 feet and delineated as “West End of Bay
B” on Exhibit C to this Lease and the other area measuring approximately
90 feet by 364 feet and delineated on Exhibit C less an area measuring
approximately 60 feet by 54 feet (located toward the east end of the Erection
Trench) and delineated as “ASD retain” on Exhibit C, which area is being
retained by the Landlord for the storage of machinery and equipment.


 


For clarification, once all the additional
square footage referenced in subsections 2A1 through 2A2 above have become
added to and a part of the Leased Area as hereinabove provided, the total
square footage of Leased Area shall total 218,339 square feet (comprising a
total of the following: 26,180 square feet referenced in Clause (i) of
Paragraph 1A of the original Lease, plus 35,529 square feet referenced in the
First


 


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Amendment, plus 37,551 square feet referenced
in the Second Amendment, plus 70,507 square feet referenced in the Third
Amendment, plus 48,572 square feet referenced above).


 


B.                                     Adding to the
definition of Premises an area of real property located to the south/southeast
of Building No. 1 shown and delineated on Exhibit F as “Booth Area” upon which the Tenant has heretofore
constructed two paint booths and a sandblast booth (the “New Blast
Booth”) and upon which the Tenant may construct additional paint and
sandblast booths.


 


C.                                     Deleting from the
definition of Premises and from the definition of Equipment, the “Sandblast
Booth” [referenced in the January 15, 2006 Industrial Lease as the “Sandblast
Booth” (shown on Exhibit A as the “Blast Booth”)]; reducing from the
Base Rent the amount of $2,975.00 per month representing the rent heretofore
charged to the Tenant for use of the Sandblast Booth; and allowing the Tenant
at its sole cost and expense to demolish the Sandblast Booth in consideration
for adding to the definition of Premises and to the definition of Equipment the
New Blast Booth, which at the termination or expiration of this Lease shall be
left by the Tenant in good operating condition and shall become the property of
the Landlord.


 


3.                                       In consideration
for amending the Lease as referenced in Recitals 1 and 2 above, the Tenant
agrees to amend Paragraph 3A (a) by increasing the Base Rent for the Leased
Area as hereinafter provided.


 


4.                                       The Landlord and
Tenant now wish to enter into this instrument to amend and restate the Lease
according to the terms, provisions and conditions hereinafter set forth.


 


NOW THEREFORE, in consideration of all the
recitals set forth above in the “Recitals” clauses, which are hereby made an
integral part of this Lease, and the mutual promises given one to the other,
the parties do hereby covenant and agree to amend and restate the Lease as
follows:


 


1.                                       THE
PREMISES.


 


A.                                   The property hereby
leased to the Tenant is a portion of a certain building (“Building
No. 1” or “Building”)
which is a part of an industrial development owned by the Landlord and located
in Ladson, Charleston County, South Carolina (“Project”).
The term “Premises” means and is comprised of
the following: (i) a portion of the Building outlined and marked “Premises” on Exhibit
A consisting of approximately 218,339 square feet of Building No. 1 (the “Leased Area”)(1), (ii) the fixtures (collectively the “Equipment”) located therein, including the Paint Spray
Booth shown and marked on Exhibit A as “Paint
Booth,” the New Blast Booth shown and marked on Exhibit F as
the “New Blast Booth,” 100 HP compressor
and 75 HP compressor associated therewith (the “Compressors”),
together with other machinery associated with the Paint Booth, the New Blast
Booth and Compressors as listed on Exhibit A-1, all other fixtures,
machinery and equipment listed on Exhibit A-1, and all cranes (“Cranes”) located within the Leased Area including the use
of (y) the radio-controlled overhead/bridge Cranes located above the floor area
of Bays A, B, C and D, together with radio controllers


 






(1) For clarification, the only
portions of Building No. 1 not leased to the Tenant under this Lease are (a)
that portion of Building No. 1 leased by the Landlord to Tenant under Office
Lease dated as of June 1, 2005, and (b) that portion of Building No. 1 retained
by the Landlord and delineated as “ASD retain” on Exhibit C.


 


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associated with each such crane, and (z) all (approximately 25) jib
cranes located throughout Building No. 1, (iii) two outdoor areas for the
testing of vehicles (collectively, the “Outdoor Testing Areas”)
described as (y) approximately 500 feet of the entrance road (connecting
Highway 78 and Stoney Road and located to the east of the common parking areas)
(the “Entrance Road”) running from a point
adjacent the southeastern corner of the Building No. 3 common parking area and
running in a southerly direction for 500 feet to a point north of the location
of the Entrance Road across which railroad tracks have been installed — shown
as the redline on Exhibit D to this Lease and marked “Vehicle Brake Test Track” thereon (the “Brake Test
Area”) and (z) an approximately 25 foot wide area running westerly
from the Entrance Road and continuing around the former pond area (on which
pond area the Landlord is growing pine trees) — shown as the green line on Exhibit
D to this Lease and marked “FPII Vehicle Obstacle
Course” thereon (the “Obstacle Course Area”),
and (iv) the Booth Area. The use by the Tenant of the Outdoor Testing Areas and
the Booth Area shall be subject to all of the terms, conditions and provisions
of this Lease and this Amendment, especially including, without limited the
foregoing, those provisions contained in the second paragraph of Section 9B of
this Lease. (The terms Paint Spray Booth and New Blast Booth shall hereinafter
be referenced as the “Booths.” The
Booths, Compressors and Cranes, together with the fixtures, machinery and equipment
listed on Exhibit A-1 shall be included in the definition of and may
hereinafter be referenced collectively as the “Equipment.”)
Notwithstanding the foregoing, the Landlord reserves to itself the following:
(a) the right of pedestrian and vehicular ingress and egress across the Leased
Area to and from the area marked “ASD retain” on Exhibit C for the
purpose of placing into or removing from such area machinery and equipment, (b)
access to and use of the stairs (marked “Stairs” on Exhibit
A across the Leased Area to the “ASD retain” area, and (c) access to and
use of the area along the railroad tracks located in the west end of Bay B for
the purpose of storing the Project’s locomotive therein, and (d) access to and
use of the overhead bridge cranes (together with associated controllers) above
the “ASD retain” area for the purpose of placing into or removing from such
area machinery and equipment. The “Wash Area”
marked on Exhibit A is included in the Premises; however, while Tenant
may use the Wash Area as an area for storage, it is understood that (except as
otherwise permitted by the Landlord by an amendment to this Lease) the Tenant
shall not dispose of any liquids or any other substance into the drains within
the Wash Area and shall continuously throughout the Term (as defined above)
carefully cover these drains to prevent any substances from falling into the
drains. Subject to Paragraph 5B(viii), in connection with the lease of the
Premises, the Tenant shall have the right to non-exclusive use in common with
the Landlord and other tenants and occupants of the Project, the “Common Areas” (hereinafter defined).


 


B.                                     Tenant represents
that Tenant has examined the physical condition of the Premises (especially
including, without limitation, the Leased Area, Outdoor Testing Areas, the
Equipment, and the Booth Area) and has found them satisfactory for all purposes
hereof and Tenant accepts the Premises in their present condition, “AS IS.”


 


2.                                       TERM.


 


A.                                   The term of this
Lease shall expire on July 14, 2008 (“Initial Term”).
The Initial Term and any extension thereof are hereinafter referred to
collectively as the “Term.”


 


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B.                                     For purposes of
this Lease, the term “Lease Year”
shall refer to a period of twelve (12) consecutive months beginning June 1 of
each calendar year.


 


C.                                     The Initial Term
of this Lease and any extension thereof may be extended at the option of the
Tenant for four (4) separate and successive periods of five (5) years each
(each an “Option Period”) commencing on the day
following the expiration date of the initial Term or the last day of the
then-current Option Period, as the case may be. Tenant may exercise the option
by notice in writing to Landlord served at least six (6) months and not more than
twelve (12) months prior to the end of the last year of the Initial Terra or
the then-current Option Period, as the case may be. It shall be a condition of
the exercise of any option to renew that Tenant shall not be in default in the
performance of any terms, covenants, or conditions of this Lease at the time
Tenant gives any such notice to renew this Lease. All terms and conditions of
this Lease shall be applicable to the Option Periods referred to in this
Section 2C.


 


D.                                    Notwithstanding the
foregoing in this Section 2, the Term of this Lease and the term of that
certain Lease between the parties dated as of July 13, 2004 covering Building
No. 2 located within the Project (the “Building No. 2 Lease”)
shall be coterminous; that is, the Term of this Lease must be the same as the
terra of the Building No. 2 Lease. For clarification, for the Tenant to
exercise its option to renew and extend this Lease under Section 2C above, the
Tenant shall have also exercised its option to renew for the same 5-year period
pursuant to Section 2C of the Building No. 2 Lease, and if the Building No. 2
Lease expires or terminates, this Lease shall also expire and terminate at the
same time. (See also, cross-default provision in Section 20 of this Lease.)


 


3.                                       BASE
RENT.


 


A.                                   Beginning on July 1,
2007 and for the remainder of the Lease Year ending May 31, 2008, the Tenant
shall pay to the Landlord, without previous demand therefore, and without
setoff or deduction whatsoever, the following net monthly rent (“Base Rent”):


 


(a)                                  For
the Leased Area – the monthly Base Rent shall be $62,358.81 per month.


 


(b)                                 For
the Paint Spray Booth – the monthly Base Rent shall be $2,500.00 per month.


 


(c)                                  For
the Compressed Air System – the monthly Base Rent shall be $500.00 per month.


 


B.                                     Commencing on July
1, 2008 (“First Adjustment Date”) and on the
first day of June at the beginning of each Lease Year thereafter (“Subsequent Adjustment Date”) during the Initial Term and
any Option Period, the amount of the monthly Base Rent due under this Lease
shall be adjusted to an amount equal to the product of the then-current monthly
Base Rent multiplied by a fraction having as its numerator the Consumer Price
Index (hereinafter defined) published most recently prior to applicable
Adjustment Date and as its denominator the Consumer Price Index published most
recently prior to Commencement Date. In the event the new Base Rent cannot be
determined as of the Adjustment Date, Tenant shall continue to pay the Base
Rent due during the prior Lease Year until Landlord notifies Tenant of the Base
Rent, and,


 


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within ten (10) days after delivery of such notice, Tenant shall
reimburse Landlord for any accrued but unpaid increase. In no event shall the
monthly Base Rent, as adjusted on any Adjustment Date, be less than three
percent (3%) over the Base Rent payable during the prior Lease Year, nor
increase by more than seven percent (7%) over the monthly Base Rent payable
during the prior Lease Year.


 


C.                                     As used herein,
the term “Consumer Price Index” shall mean the
bi-monthly Consumer Price Index published by the Bureau of Labor Statistics of
the U.S. Department of Labor, using the index titled “Consumer Price Index —
All Items — All Urban Consumers (CPI-U) (1982-84 = 100)” for the Atlanta,
Georgia Standard Metropolitan Statistical Area. If the Consumer Price Index
shall no longer be published or cannot be adjusted, then another index
generally recognized as authoritative shall be substituted therefore by
Landlord, and the term “Consumer Price Index” shall refer to such substituted
index.


 


D.                                    All monthly Base
Rent payments and any other payments due Landlord under this Lease shall be
made without any setoff or deduction whatsoever and without prior notice or
demand and shall be payable and delivered to:


 


Aerospace/Defense, Inc.


4838 Jenkins Avenue


North Charleston, SC 29405


 


or to such other place as may be designated by notice in writing from
Landlord to Tenant. Base Rent and other payments due Landlord by the Tenant
under this Lease received more than ten (10) days after the due date of such
payment shall be subjected to a late penalty of one (1%) percent of the amount
of such payment for each month, or portion thereof, such payment is late. No
payment by Tenant or receipt by Landlord of any lesser sum than the monthly
Base Rent stipulated in this Lease shall be deemed to waive the right of
Landlord to receive in a timely manner the full amount due and payable to the
Landlord.


 


4.                                       UTILITIES.


 


A.                                   It is understood
that utility services at the Project of which the Premises is a part are
supplied at one point of delivery through one meter. Subject to Subsections
4A (a), (b) and (c) hereof, Tenant shall reimburse Landlord for Landlord’s
cost of providing utility services to the Premises on the basis of Tenant’s
usage of same. With respect to such utility services, the amount for which
Landlord will be reimbursed includes both the consumption factor and so-called “demand”
or “standby” factor, if the latter factor is employed for billing purposes by
the company providing the utility service.


 


(a)                                  Provided Tenant only
consumes water for personal use and normal maintenance and not for any
manufacturing process, Tenant’s pro rata portion of the Project’s water and
sanitary sewer bill will be an amount equal to the product of (1) the total
water or sewer bill, as the case may be, for the entire Project, multiplied by
(2) a fraction having as its numerator the total number of employees who work
at the Premises and as its denominator the total number of employees who work
in all buildings in the Project. If the Tenant consumes water for any
manufacturing or industrial process, the Tenant’s pro-rata portion of the
Project’s


 


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water and sanitary sewer bill will increase on the basis of the
Landlord’s reasonable determination of the Tenant’s usage of same.


 


(b)                                 Tenant’s pro rata
share of the county solid waste recycling fee paid by the Project for solid
waste hauled from the Project shall be an amount equal to the product of (1)
the total solid waste recycling fee paid by the Project for the period in
question, multiplied by (2) a fraction having as its numerator the volume of
all trash dumpsters at the Premises picked up during the period in question and
as its denominator the volume of all trash dumpsters at all buildings in the
Project picked up during the same time period. For purposes of this paragraph,
the volume of a trash dumpster picked during a billing period will be
determined by multiplying the capacity of the trash dumpster in cubic yards by
the number of times such trash dumpster is picked up during the billing period,
whether or not such trash dumpster was filled to capacity at the: time it was
picked up. It is acknowledged by the parties that the Tenant shall provide the
Tenant’s own trash dumpsters and shall pay for the hauling of trash therefrom.


 


(c)                                  In the event the
Tenant utilizes water to wash machinery and equipment within the Wash Area
(including utilizing sump pump and floor drains connected therewith) (i) the
Landlord shall use its reasonable judgment to calculate (and thereafter add to
the periodic charges contemplated under subsection (a) above) the amount of the
water and sanitary sewer bill associated with the use of water for washing
Tenant’s machinery and equipment within the Wash Area; and (ii) the Tenant
shall be responsible for reimbursing the Landlord on a monthly basis all costs
and expenses associated with utilizing the Project’s oil/water separator plant
and system (the “separator plant”) (leading from
the two floor drains in the Wash Area into the Project’s oil/water collection
pit located between Buildings No. 1 and 2 of the Project), such costs and
expenses shall include, without limitation, labor, utilities, materials (such
as, for example, Celite Diatomite product used in the oil/water separator
process), maintenance of equipment associated with the separator plant, and all
costs and expenses associated with disposal of the residue. Prior to washing any machinery and equipment within the Wash Area, and
emptying any contaminated water into the separator plant, the Tenant, in
addition to obtaining the Landlord’s consent, mast also obtain necessary
permits and licenses required to operate the separator plant.


 


B.                                     Except to the
extent such utilities are in the future separately metered and billed to the
Tenant directly, Landlord shall bill Tenant as soon as practicable the monthly
charges for the utilities associated with the Leased Area and the use of the
fixtures located therein. All monthly utility charges paid more than thirty
(30) days after receipt of an invoice from the Landlord shall be subject to a
late penalty of five percent (5%) of the amount of such payment.


 


C.                                     If the parties are
unable to agree upon Tenant’s usage of utilities, Tenant shall have the option
either (i) to install, at Tenant’s expense, separate meters or submeters, or
(ii) to cause Landlord to employ (not more than once each Lease Year) a
mutually acceptable engineering firm, whose fees will be equally shared by
Landlord and Tenant, to determine Tenant’s share of utilities consumed in the
Project by usage survey. Tenant will be responsible for the maintenance of
separate meters or sub-meters. Until any such engineering firm determines
Tenant’s share of any disputed utility charges, the Tenant agrees to reimburse
all


 


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amounts invoiced by the Landlord based on the Landlord’s estimate of
Tenant’s share of utility charges.


 


D.                                    Landlord will cause
the lawns in the Project to be cut periodically. Tenant will reimburse Landlord
for the portion of the cost of cutting and trimming all lawns in the Project
attributable to the Premises. Tenant’s pro rata portion of the cost of cutting
and trimming all lawns in the Project shall be an amount equal to the product
of the total cost of cutting and trimming all lawns in the Project multiplied
by a fraction having as its numerator the square footage of the Leased Area in
Building No. 1 (to wit: 218,339 sq. ft.) and as its denominator the square
footage of all buildings in the Project (to-wit: 480,000 square feet);
provided, however, the Tenant’s proportionate share of such cost of cutting and
trimming during any Lease Year will not increase by more than twenty (20%) percent
over the prior Lease Year.


 


5.                                       ADDITIONAL
RENT/TAXES AND FEES.


 


A.                                   If the Leased Area
is not a separate tax parcel, Landlord shall pay, prior to delinquency, all “Impositions”
(hereinafter defined) which are levied, imposed, or assessed upon or against
the Leased Area and Project. Tenant covenants to pay to Landlord, as additional
rent, on or before the later to occur of (a) thirty (30) days after receipt of
an invoice therefore or (b) thirty (30) days before the day a fine, penalty,
interest or cost may be added thereto for the non-payment thereof, Tenant’s pro
rata share determined by multiplying all the Impositions for the project by a
fraction having as its numerator the square footage of the Leased Area and as
its denominator the total square footage of all buildings in the Project.


 


(i)                                     If the Leased Area
is separately assessed and billed, such Impositions shall be paid prior to
delinquency by the Tenant directly to the taxing authorities. Tenant shall
furnish to Landlord, promptly after payment of any Impositions paid directly to
taxing authorities, official receipts or other satisfactory proof evidencing
payment of such Imposition.


 


(ii)                                  As used herein, the
term “Impositions” shall include any form of
real estate tax or assessment, general, special, ordinary or extraordinary, and
any license fee, or commercial rental tax based on the gross rents paid
hereunder, levy or tax imposed on the Leased Area by any authority having the
direct or indirect power to tax, including any city, state or federal government,
or any school, agricultural, sanitary, fire, street, drainage or to the
improvement district thereof, as against any legal or equitable interest of
Landlord in the Leased Area or in the real property of which the Premises is a
part, as against Landlord’s right to rent therefrom (provided such tax is
assessed on gross rents payable hereunder), and as against Landlord’s business
of leasing the Leased Area (provided such tax is assessed on gross rents
payable hereunder). With respect to any assessment which under the laws then in
force may be paid in installments, there will be included within the meaning of
the term “Impositions” for any tax fiscal year only the current annual payment.
Impositions will not include (i) any franchise, gift, estate, inheritance,
conveyance, transfer, or other tax assessed against Landlord or Landlord’s
heirs, successors or assigns, or (ii) any income, excess profit or other tax,
assessment, charge, or levy on the net rent payable by Tenant under this Lease.


 


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(iii)                               Tenant shall pay prior
to delinquency all taxes assessed against and levied upon the Equipment and
upon trade fixtures, furnishings, equipment, inventory and all other personal
property of Tenant contained in the Leased Area or elsewhere within the
Project. When possible, Tenant shall cause such trade fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the real property of Landlord. If any of Tenant’s personal property shall be
assessed with Landlord’s real property, Tenant shall pay Landlord the taxes
attributable to Tenant within thirty (30) days after receipt of a written
statement setting forth the taxes applicable to Tenant’s property, together
with a copy of the taxiing authority’s billing to Landlord.


 


(iv)                              All Impositions for the
partial tax fiscal years falling within the Term will be prorated by
multiplying the amount of Impositions for the partial tax fiscal year falling
within the Term by a fraction having as its numerator the number of days in
such tax fiscal year falling within the Term and having as its denominator the
number “365”.


 


(v)                                 Tenant will have the
right to contest the amount or validity of Impositions by appropriate
administrative and legal proceedings brought either in Tenant’s name, Landlord’s
name or jointly with Landlord, as Tenant may deem appropriate, by counsel
selected and engaged by Tenant. Landlord will execute and deliver to Tenant
whatever documents may be reasonable, necessary and proper to permit Tenant to
contest Impositions or which may be reasonably necessary to secure payment of
any refund which may result from any such proceedings. Tenant agrees to
reimburse Landlord for any expenses or additional costs assessed to, or incurred
by, Landlord in the event Tenant contests the amount or validity of
Impositions. Any refund resulting from a proceeding brought either by Tenant or
Landlord or by them jointly will be applied first to reimburse the party or
parties who brought the proceeding for the costs incurred with the proceeding
(including any reimbursement by Tenant to Landlord described above), with the
remainder being distributed, to Tenant if the Premises is a separate tax parcel
or on a pro-rata basis (determined in the manner described in Subsection 5A
above), to each of tenants in the Project, if the Leased Area is not a separate
tax parcel.


 


B.                                     Tenant shall, in
addition to the monthly Base Rent and pro rata portion of Impositions referred
to above, also be responsible for Tenant’s pro rata portion of all expenses
incurred by Landlord for (i) grounds maintenance (landscaping), (ii)
watch-personnel referenced in subsection (viii) below, and (iii) other Common
Area maintenance and utility charges such as for lighting and maintenance for
internal streets and parking facilities (collectively, “Common Area
Charges”). Tenant’s pro rata portion of these Common Area Charges
shall be an amount equal to the product of the total Common Area Charges for
the Project multiplied by a fraction having as its numerator the square footage
of the Leased Area and as its denominator the square footage of all buildings
in the Project.


 


(i)                                     Common Area
Charges will not include Impositions (unless the Leased Area is a
separate tax parcel), cost of capital improvements or repairs (provided such
repairs cannot be attributed to Tenant), including, without limitation,
repainting of buildings and total repaving of the parking areas, cost of roof
repairs, cost of repairs covered by insurance, cost of constructing leasehold
improvements for any other lessee of Project, legal or brokerage fees
associated with any lease for space in Project, cost of advertising by
Landlord, management fees, whether payable to Landlord or third parties,
so-called “administrative charges” or other add-ons


 


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to the total of Common Area Charges, principal or interest on debt or
amortization payments on any mortgages or deeds of trust or any other debt for
borrowed money and amortization of improvements, depreciation of Landlord’s
original investment in Project, amounts paid by Landlord to affiliates of
Landlord for services in connection with the Common Areas, but only to the
extent that any such fees are in excess of the ordinary and reasonable fees
paid in arms’ length transactions, amounts expended in remediation of Hazardous
Substance contamination in the Common Areas, provided the contamination cannot
be attributed to Tenant or another occupant of the Project, or the cost of
compliance in the Common Areas with the Americans with Disabilities Act,
provided compliance is not related to the use and occupancy of Tenant or
another occupant of the Project.


 


(ii)                                  Tenant’s pro rata
share of Common Area Charges (on an annualized basis) will not increase in any
one calendar year after the first full calendar year of the Term by more than
six percent (6%) of Tenant’s pro rata share of Common Area Charges for the
previous full calendar year.


 


(iii)                               Tenant’s accountants
will have the right to inspect, upon reasonable prior notice and at reasonable
times and in a reasonable manner, such of Landlord’s books of account and
records as pertain to Common Area Charges.


 


(iv)                              Once each calendar year,
Landlord will deliver a statement (“CAM Statement”)
to Tenant showing: the amount of actual Common Area Charges for the preceding
calendar year, with a breakdown of amounts by major categories of Common Area
Charges and Tenant’s pro rata share and the detail for determining same. Within
thirty (30) days of the receipt of the CAM Statement, Tenant shall pay Landlord
Tenant’s share of any deficiency in payments made by the Tenant during the
preceding calendar year of Tenant’s proportionate share of the Common Area
Charges; the Tenant shall be entitled to a credit in the next invoice for
monthly Base Rent becoming due and payable following the receipt of the CAM
Statement for any excess payments of Common Area Charges made by the Tenant
during the preceding calendar year.


 


(v)                                 If the Term commences
other than on January 1, or ends other than on December 31, Tenant’s
obligations to pay amounts toward Common Area Charges for such partial calendar
years will be prorated on the basis of the portion of such calendar years
included in the Term. Such proration shall be made by multiplying the total
Common Area Charges for the partial calendar year in question by a fraction
having as its numerator the number of days of the Term within the partial
calendar year, and as its denominator “365”.


 


(vi)                              The term “Common Areas” as used in this Lease means those internal
roads and parking areas of the Project marked “Common Areas” on Exhibit E
or any portions of the Project substituted therefore. Landlord hereby grants to
Tenant and Tenant’ s customers, invitees and employees for the entire Term, the
right to use, in common with Landlord, Landlord’s invitees and employees and
with the other lessees and occupants of Building and their respective
customers, invitees and employees, the Common Areas for their intended
purposes, subject to reasonable rules and regulations (“Rules and
Regulations”) to be promulgated by Landlord for the convenience and
safety of all of the lessees, occupants and users of the Building; provided,
Tenant shall be solely responsible for, and defend, hold harmless


 


9

















 


and indemnify the Landlord and its agents and employees from, any
damage for injury caused within the Common Areas and anywhere else within the
Project by any of Tenant’s employees and invitees. Landlord will have the right
to make reasonable modifications and additions to the Rules and Regulations
from time to time. The Tenant shall cause its employees and invitees using the
Premises to park in the common area parking lots located to the north of Building
No. l and to the west of Building No. 4.


 


(vii)                           During the Term, the
Landlord will maintain the Common Areas in reasonable order; provided, however,
the Tenant shall cause its employees, customers, agents and invitees to keep
the Common Areas in neat, clean, trash free and orderly condition. If the
necessity for repairs to or cleaning of any Common Areas shall have arisen from
or shall have been caused by the misuse of such Common Areas or by the
negligence or willful acts of the Tenant, its agents, concessionaires,
officers, employees, licensees, invitees or contractors, Landlord may make or
cause the same to be made, but shall not be obligated to do so, and Tenant
agrees to pay to Landlord promptly upon Landlord’s demand, the cost of such
repairs and/or cleaning, if made. In the event Landlord elects not to make such
repairs or cleaning, Landlord may require Tenant perform such at Tenant’s sole
cost and expense.


 


(viii)                        Landlord shall have the right,
at Landlord’s sole cost and expense, to relocate, change, move or alter the
Common Areas, so long as 24-hour ingress to and egress from the Premises is not
materially disturbed.


 


(ix)                                Landlord shall provide
twenty-four (24) hour controlled vehicular access to the Project with on-site
watch personnel. Each automobile and truck of the Tenant or its employee,
invitees and contractors entering the Project (except those cars with special
permits) shall be required to sign in with Landlord’s watch personnel stationed
at the entrance gate located adjacent Building No. 4. Landlord and Tenant shall
endeavor to cooperate with each other in an effort to develop a mutually
acceptable method for controlling access by Tenant and its employees, invitees
and contractors through this gate. Tenant shall pay to Landlord on a monthly
basis Tenant’s share of the cost of such controlled access/watch personnel.
Tenant’s share shall be determined by multiplying the monthly cost of the watch
personnel service by a fraction having as its numerator the square footage of
the Leased Area and as its denominator, the square footage of all buildings in
the Project.


 


(x)                                   It is understood
that the road-testing of armor-plated vehicles and other similar heavy vehicles
within the Project is prohibited with the sole exception that such vehicles may
be road-tested within the Outdoor Testing Areas defined in Recital 2C above.
The meaning of “road-testing” in the previous sentence includes exceeding the
speed limit, making sudden sharp turns and sudden stops, and accelerating at
high speeds.


 


(xi)                                It is acknowledged that
the Landlord has repaved a portion of the parking lot in front (north) of the
office area of Building No. 1 (the “Front Parking Lot”).
It is understood that the Front Parking Lot is designed and constructed for the
parking of automobiles and light-duty truck traffic (such as, for example, US
Postal Service, Federal Express, and other light-duty delivery trucks). No
heavy vehicles (such as, for example, tractor trailer trucks and armor-plated
vehicles) will be allowed on or within the Front Parking Lot. Any damage to the


 


10

















 


Front Parking Lot caused by the Tenant or arty of its employees,
contractors or invitees in violation of this paragraph will be for the account
of the Tenant.


 


6.                                       GENERAL
ASSISTANCE.


 


The Tenant shall have the right (i) to seek
tax, utility and other abatements and economic development incentives covering
the Leased Area (such as, for example, fee in lieu of real estate and personal
property taxes, job development credits, rants for improvements by the Tenant
to the Leased Area) (collectively, “Abatements and Incentives”),
and (ii) to contest the amount or validity of Impositions covering the Leased
Area by appropriate administrative and legal proceedings — both (i) and (ii) above,
brought either in Tenant’s name, Landlord’s name or jointly with Landlord, as
Tenant may deem appropriate, by counsel selected and engaged by Tenant.
Landlord will execute and deliver to Tenant whatever documents may be
reasonably requested by the Tenant to permit the Tenant to seek such Abatements
and Incentives and to contest Impositions or which may be necessary to secure
payment of any refund which may result from any such proceedings, and Landlord
hereby agrees to cooperate as reasonably requested by the Tenant in such
endeavors by executing such documents as reasonably requested by the Tenant.
Tenant agrees to pay to or promptly reimburse Landlord for any expenses
incurred by Landlord with regards to or in connection with assisting the Tenant
under this Paragraph 6 in the event Tenant seeks Abatements and Incentives
and/or contest the amount of validity of the amount of Impositions covering the
Leased Area. Any refund of amounts previously paid by the Tenant to the
Landlord resulting from a proceeding brought by the Tenant under this Section 6
(either in the name of Tenant or Landlord or in both names) will be applied
first to reimburse the party or parties who brought the proceedings for the
costs incurred with the proceeding (including any reimbursement for costs paid
by Tenant to Landlord described above), with the remainder being distributed to
the Tenant until the Tenant has been reimbursed in full for such amounts
previously paid by the Tenant, with the balance, if any, paid to the Landlord.


 


7.                                      USE.


 


A.                                   Tenant shall use the
Leased Area for office, warehouse and carpentry space. Tenant shall at its own
cost and expense obtain any and all licenses and permits necessary for any such
use. Tenant shall not permit any objectionable or unpleasant odors, smoke,
dust, noise or vibrations to emanate from the Leased Area, nor take any other
action that would constitute a nuisance or would disturb or endanger the
Landlord or any other tenants or occupants of the Project or unreasonably
interfere with their use of the Project. Tenant shall not receive, store or
otherwise handle any product, material or merchandise which is explosive or
highly flammable except as strictly permitted under Laws.


 


B.                                     Tenant shall not
commit or suffer to be committed any waste upon or about the Leased Area, the
Common Areas, and the Building.


 


8.                                      COMPLIANCE
WITH LAWS AND GOVERNMENTAL REGULATIONS.


 


A.                                   Tenant shall at all
times during the Term be in full compliance with any and all federal, state and
local governmental rules and regulations, ordinances and similar provisions
having the force and effect of law (collectively, “Laws”)
which are or would be


 


11

















 


applicable to the business being conducted in the Leased Area. In
particular, it shall be the sole responsibility of the Tenant to ensure that
the Paint Booth, the New Blast Booth and all other paint and blast booths
operated within the Leased Area, as well as throughout the Project, are fully
permitted at all times and that all such Booths and other booths are used,
maintained and operated by the Tenant in full compliance with all permits,
laws, rules and regulations of the State of South Carolina and the United
States Federal Government and their respective agencies; the Tenant shall
defend, hold harmless and indemnify the Landlord under Section 11 (Indemnification)
from any violation hereof. In addition, the Wash Area shall not be used until
and unless all necessary permits and licenses have been obtained from
appropriate governmental agencies to operate the Project’s oil/water separator
system.


 


B.                                     Landlord shall be
responsible for any alteration or improvements or repairs to the Common Areas
ordered by any governmental authority, provided, however, Tenant shall be
obligated to make any alterations, repairs or improvements to the Common Areas
that are necessary because they relate primarily to the occupancy or use of
Tenant or Tenant’s business in the Leased Area.


 


9.                                      MAINTENANCE
AND REPAIR.


 


A.                                   Landlord shall
repair and maintain in good order and condition the exterior and structure of
Building No. 1, including the roof, exterior walls and supporting members of
the Building No. 1; provided, however, the Landlord shall not be required to
perform any repairs under this Section 9A due to any uninsured damage caused by
the negligence or willful misconduct of the Tenant, or its employees, agents,
subtenants, contractors or invitees, all such damage shall be the
responsibility of the Tenant to repair or have repaired. Tenant shall promptly
report to the Landlord any damages to the Premises.


 


B.                                     Care and
Maintenance of the Leased Area. Except as provided in Section 9A, Section
13, and Section 14 hereof, Tenant shall promptly throughout the Term
at Tenant’s cost and expense, take good care of and maintain the Premises in
good order, operating condition and repair and in neat, clean and safe
condition. In meeting its obligations pursuant to this Section 9B,
Tenant may repair (rather than replace) any component of the Premises which
Tenant is required to maintain unless such component cannot be repaired, in
which event replacement shall be required. Tenant shall promptly. at Tenant’s
cost and expense, make all necessary replacements, restorations, renewals and
repairs to portions of the Premises Tenant is required to maintain. Repairs,
restorations, renewals and replacements shall, to the extent possible, be at
least equivalent in quality of the original work or the property replaced, as
the case may be.


 


It is acknowledged that the Tenant has cut
and installed utility trenches in the concrete flooring of D-Bay and may desire
to cut and install utility trenches in C-Bay. Prior to cutting and installing
any additional utility trenches within the Leased Area, the Tenant shall be
required to obtain prior written approval and consent from the Landlord. Prior
to the expiration or termination of this Lease, the Tenant, at its sole cost
and expense, will fill all utility trenches cut and installed by or on behalf
of the Tenant (with rebar and with the same or better grade of concrete
existing at the commencement of this Lease) and place the concrete flooring in
the same condition as it was at the commencement of the Lease; provided,
however, prior to filling such


 


12

















 


utility trenches, the Tenant shall notify the Landlord in writing (the “Tenant’s Notice”) and the Landlord shall have the right to
designate in writing those portions of the utility trenches that the Landlord
desires to remain unfilled. For clarification, if, after the Tenant’s Notice is
delivered to the Landlord, the Landlord does not specify in writing to the
Tenant within ten (10) days of receipt by the Landlord of the Tenant’s Notice
which trenches the Landlord desires to remain unfilled, the Tenant shall fill
all such utility trenches as required above.


 


C.                                     Care and
Maintenance of the Equipment. The Tenant, at its own cost and expense,
shall keep all the Equipment in good repair, condition, and working order, and
shall furnish any and all parts and labor required for that purpose. The Tenant
shall clean and lubricate all Equipment on a periodic basis and implement
preventive maintenance thereon in a good, workmanlike manner consistent with
best industrial practices. The Tenant shall not make any material alterations
to or replacements of the Equipment without the prior written consent of the
Landlord. All Equipment, accessories, parts, and replacements which are added
to or become attached to the Equipment shall immediately become the property of
the Landlord and shall be deemed incorporated in the Equipment and subject to
the terms of this Lease as if originally leased hereunder at no change in the
rental due and payable hereunder. The Equipment shall be used, maintained and
operated by Tenant in full compliance with required permits, authorizations and
licenses and all laws, rules and regulations of the State of South Carolina and
the United Stated Federal Government and their respective agencies. In addition
to the foregoing, the Tenant shall perform all requirements of the manufacturer
of the 100 HP Compressor in order to maintain the manufacturer’s warranty
thereon. (See Exhibit A-1.)


 


D.                                    Use, Care and
Maintenance of the Outdoor Testing Areas and the Booth Area.


 


(a)                                  General
Provisions


 


(i)                                     The Tenant has
previously accepted the Outdoor Testing Areas and the Booth Area (collectively
in this Section 9(D), the “Areas”) in their current “As-Is,” “Where-Is”
condition and the Landlord does not make any claims, warranties or promises
whatsoever about the condition or compliance with law of the Areas. The
Landlord shall not be required to take any action or make any improvements
whatsoever with respect to the Areas or the Booths and the other booths and
improvements constructed by the Tenant upon the Booth Area, The Tenant
expressly acknowledges and agrees that the Landlord shall have no construction,
maintenance or repair or replacement obligations with respect to the New Blast
Booth and the other booths now existing or to be constructed by the Tenant on
or within the Leased Area and the Booth Area. Throughout the period that the
Areas are included in the term Premises, the Tenant shall keep the Areas
(together with all improvements and booths constructed thereon by the Tenant)
in neat, clean, orderly, compliant and environmentally clean condition, free of
debris and trash.


 


(ii)                                  The Tenant shall use
the Outdoor Testing Areas for the sole purpose of daylight testing of vehicles
that are manufactured within the Project and for on other purpose. Testing of its
Vehicles shall occur only during daylight hours. For avoidance of doubt, the
Tenant shall not allow (a) any vehicles not manufactured within the Project to
be driven or tested on the Outdoor Testing Areas, and (b) any repairs or
maintenance of any vehicles within


 


13

















 


the Outdoor Testing Areas. Tenant agrees to take extra precaution to
ensure that no spillage occurs of any substance (including, but not limited to,
oil, grease, gasoline and similar substances (collectively “Petroleum
Products”)) within the Outdoor Testing Areas or any where else
within the Project. It shall be the responsibility of the Tenant to ensure that
no spillage of Petroleum Products occurs as a result of the Tenant’s use of the
Outdoor Testing Areas. (In the event of a spill, Tenant shall immediately
notify the Landlord, and the Tenant at its sole cost and expense shall promptly
and diligently (until complete) and in compliance with all applicable laws,
clean and remediate any area of the Project contaminated by such spillage. For
further clarification, nothing contained herein shall limit the provisions of
Paragraph C of Section 21 (Environmental Provisions) of this Lease.


 


(iii)                               Tenant shall at all
times during the Term of this Lease be in full compliance with all governmental
laws, rules, and regulations, including, but not limited to OSHA, EPA, DHEC and
the like which are or would be applicable to environmental, health and safety
protection and to the Tenant’s contemplated uses of the Outdoor Testing Areas
and the Booth Area.


 


(iv)                              The Tenant shall be
solely responsible for obtaining any and all permits, approvals and licenses
(collectively, “Permits”) necessary for Tenant
(x) to use the Outdoor Testing Areas for the testing of its vehicles, (y) to
use the Booth Area for the construction thereon and maintenance of all paint
and sandblasting booths, and (z) to use in a lawful manner the paint and
sandblasting booths constructed by or on behalf of the Tenant on or within the
Booth Area.


 


(b)                                 Brake
Test Area. It shall be the sole responsibility of the Tenant to clearly
delineate the boundaries of the Brake Test Area and in this regards, the Tenant
shall (i) ensure that its vehicles are tested only within the Brake Test Area
and not tested within any other area of the Project (with the sole exception of
the Obstacle Course Area), (ii) prior to utilizing the Brake Test Area for
testing of its vehicles, install a gate across the Entrance Road at the
starting (northern) end of the Brake Test Area and other clearly-marked caution
barriers so that those utilizing the Entrance Road and other parts of the
Project will not enter into the Brake Test Area during those times that the
Tenant is testing its vehicles within the Brake Test Area, and (iii) take such
other measures and actions to ensure the safety of the public. A set of keys to
the gate referenced in the preceding sentence shall be provided to the
Landlord, who, with other occupants of the Project, or in the case of an
emergency, can use that portion of the Entrance Road comprising the Brake Test
Area when the Tenant is not testing its vehicles thereon. In addition to the
requirements of Section 22 (Surrender of Tenant) as they would apply to
the Brake Test Area, at the termination of the Lease (with respect to the Brake
Test Area), the Tenant shall repave that portion of the Entrance Road
comprising the Brake Test Area. For clarification, the damage to the Entrance
Road and that portion of the Entrance Road comprising the Brake Test Area caused
by the breaking, sudden breaking and road testing of vehicles shall not be
considered “ordinary wear and tear” and the repaving of the Brake Test Area is
intended to repair the damage to the Brake Test Area caused by the Tenant
testing its vehicles thereon.


 


(c)                                  Obstacle
Course Area — It is understood that the use by the Tenant of the Obstacle
Course Area does not include the remaining acreage owned by the Landlord,
including, in particular, but without limitation, the storm water drainage
ditch to the


 


14

















 


west of the Obstacle
Course Areas and the areas within the former pond site (which Obstacle Course
Area surrounds) and without the Obstacle Course Area which the Landlord is
using for the purpose of growing trees. in order to avoid damaging the storm
water ditches of the Project and the seedlings, trees and surface conditions of
the remainder of the Landlord’s real property (outside the 25-foot wide
Obstacle Course Area), the Tenant shall not permit anyone driving its vehicles
on the Obstacle Course Area to drive outside the Obstacle Course Area, and
shall take precautions to ensure that its employees and invitees testing its
vehicles confine themselves to the Obstacle Course Area. It shall be the sole
responsibility of the Tenant to clearly mark and delineate the boundaries of
the Obstacle Course Area. The Tenant further agrees to install gates and
clearly-marked caution barriers to ensure the safety of the public and to
protect the seedlings and trees outside the Obstacle Course Area. To allow
Landlord, governmental and regulatory personnel access to the storm water ditch
and drainage system of the Project without entering the Obstacle Course Area,
promptly after signing this Amendment, the Tenant agrees to install a gate
(with lock) on the Project property adjacent the sewer lift station on Stoney
Road. The Tenant further agrees not to (i) damage, obstruct or interfere with
any of the storm water ditches within or upon the Project and (ii) allow any
debris, trash or other items to fall or flow into the storm water ditch system
(which could cause it to clog or damage the system). Cutting, removal and
damage to trees and seedlings by Tenant or its employees or invitees (without
the express prior written permission of the Landlord) shall not be permitted
and will be considered a breach of this Lease.


 


At the termination of the Lease (with respect
to the Obstacle Course Area), the Tenant shall restore and landscape the entire
Obstacle Course Area to the same surficial condition and stability as existing
at the execution of this Amendment. For clarification and without limiting the
foregoing, such restoration and landscaping shall include leveling the surface
of the Obstacle Course Area to the same level as it exists at the execution of
this Amendment, filling-in holes and ruts with environmental clean dirt
(substantially similar to the composition and kind of dirt currently on or near
the surface of the Obstacle Course Area), reseeding with the same kind of grass
currently thereon and fertilizing the seed to permit rapid growth thereon to
help prevent erosion of the newly filled and seeded areas. All obstacles,
articles and other items installed by the Tenant within or associated with the
Obstacle Course Area shall be completely removed by the Tenant prior to such
restoration and landscaping.


 


At the termination of the Lease (with respect
to the Booth Area), the Tenant shall leave the Booth Area in environmentally
clean condition, and, pursuant to Section 22, shall leave the New Blast Booth
(which shall become the property of the Landlord at such time as the Lease is
terminated or has expired) in good repair, order and condition.


 


10.                               CHANGES,
ALTERATIONS AND NEW  CONSTRUCTION BY THE
TENANT.


 


A.                                   Tenant shall make no
structural alterations, changes, additions or improvements (collectively “Alterations”) in or to the Premises without Landlord’s
prior written consent. In the event of Landlord’s consent, any such
Alteration(s) shall be subject to the following:


 


15

















 


(i)                                     Any Alteration
shall be at the cost and expense of Tenant and shall be made promptly, in a
good workmanlike manner, and in full compliance with all applicable permits,
authorizations, building and zoning laws, and any other applicable statute,
rule or regulation of any governmental agency or authority having jurisdiction
there over.


 


(ii)                                  Any such Alteration
shall at the expiration of Term become the property of the Landlord.


 


B.                                     It is understood
that Tenant intends to install equipment and machinery within the Premises,
which Tenant shall remove at the termination of this Lease. Tenant shall repair
any damage to the Premises caused by the installation and/or removal of Tenant’s
machinery, fixtures and movables.


 


C.                                     No work which
Tenant performs within the Premises or any other portion of the Project or
which Landlord permits or requires Tenant to perform pursuant to this Lease,
whether in the nature of erection, construction, alteration or repair, shall be
deemed to be for the immediate use and benefit of Landlord so that no
materialmen’s, laborer’s, mechanic’s or other lien shall be alleged against the
estate of Landlord by reason of any consent given by Landlord to Tenant to
improve the Premises or the Project. Tenant shall pay promptly all persons
furnishing labor or materials with respect to any work performed by or for
Tenant in, on or about the Premises. in the event any mechanic’s or other lien
shall at any time be filed against the Project (of which the Premises are a
part), or any interest therein by reason of any labor, services or materials
performed or furnished, or alleged to be performed or furnished to or for the
benefit of Tenant or to anyone holding the Premises through or under Tenant,
the Tenant shall cause the same to be discharged of record or bonded to the
satisfaction of Landlord (both as to foam of documentation and as to surety
company) within thirty (30) days after notice of the filing thereof. If Tenant
shall fail to cause such lien to be so discharged or bonded within such thirty
(30) days, then in addition to any other right for remedy of Landlord, Landlord
may, but shall not he obligated to, discharge the same by paying the amount
claimed to be due or by deposit or bonding proceedings, and the amount so paid
or pledged by Landlord, including reasonable attorney’s fees and surety costs
incurred by Landlord procuring the discharge of such lien, together with
interest thereon at the rate of eighteen (18%) percent per annum or the highest
amount allowed by law, shall be immediately due and payable by Tenant to
Landlord upon demand as additional rent(s). Tenant shall indemnify, defend and
save Landlord harmless from and against any and all claims (including but not
limited to claims of unjust enrichment and claims based on quasi-contract),
actions, demands, damages, liability and expense, including attorney’s and
other professional fees, arising from or related to, wholly or in part,
directly or indirectly, any labor, services or materials performed or furnished
or alleged to be performed or furnished to or for the benefit of Tenant or to
anyone holding the Premises or the Project through or under Tenant, regardless
of whether such work or material improved or increased the value of the
Premises or the Project as a whole.


 


11.                               INDEMNIFICATION.


 


Tenant agrees, to the extent not expressly
prohibited by law, to pay, and to protect, defend, indemnify and save harmless
Landlord and its officers, members, employees and agents from and against all
liabilities, damages, costs, expenses (including reasonable attorneys’


 


16

















 


fees and expenses), causes of action, suits, claims, demands or
judgments (collectively, “Liabilities”) of any nature whatsoever which may be
imposed upon or incurred by or asserted against Landlord by reason of (i) any
accident, injury to or illness or death of any person, or any damage to
property occurring on the Premises during the Term or while Tenant, Tenant’s
agents, employees, invitees or contractors or parties claiming through Tenant
are in possession of or conducting any activities on the Premises (except to
the extent caused by the negligence or willful misconduct of Landlord), (ii)
any accident, injury to, illness or death of any person, or any damage to
property (excluding payments for casualties made to Landlord under property
insurance maintained by Landlord under Section 12A, but including deductible
amounts under such insurance) arising out of the negligence or willful misconduct
of Tenant or Tenant’s agents, employees, invitees or contractors in any portion
of the Project outside the Premises during the Term, and (iii) any failure by
Tenant to perform or comply with any of the terms of this Lease or of any
contracts, agreements, restriction, or laws affecting the Premises or any part
thereof. The obligations and liabilities of the Tenant under this Section shall
survive the Term of this Lease and shall not be limited or diminished by the
minimum limits of insurance required by the Tenant under Section 12.


 


12.                               INSURANCE.


 


A.                                   Throughout the Term
and at no cost to the Tenant, the Landlord will maintain fire and casualty
insurance over Building No. 1 in such amounts as it deems necessary.


 


B.                                     (i)                                     Tenant, at its
expense, will maintain from and after the date of this Lease and throughout the
Term, comprehensive general liability insurance against claims on account of
bodily injury, death or property damage incurred upon or adjacent any part of
the Premises. Such insurance policy will have limits of not less than Three
Million and No/100 Dollars ($3,000,000) per occurrence in respect to bodily
injury or death and not less than One Million and No/100 Dollars $1,000,000)
per occurrence in respect to property damage and provide contractual coverage
of Tenant’s liability to Landlord assumed under the indemnification provisions
of this Lease. (Assuming the Tenant has exercised its option to renew this
Lease, five (5) years after the Effective Date, the minimum coverages
referenced in the previous sentence shall increase to $6,000,000 per occurrence
in respect to bodily injury or death and $2,000,000 per occurrence in respect
to property damage.) Landlord shall be named as an additional insured
under the insurance required under this Subsection 12B(i), and the
Tenant shall deliver to Landlord a certificate evidencing such insurance before
the Effective Date and thereafter upon reasonable request.


 


(ii)                                  Tenant, at its
expense, shall maintain and provide throughout the Term insurance coverage
against loss or damage by fire or other risks provided by broad form extended
coverage endorsement covering all property and chattels belonging to or under
the care, custody or control of Tenant and located within or at the Premises
and covering the Paint Booth, the New Blast Booth and Compressors, all of which
shall at the termination or expiration of this Lease be left by the Tenant in
good repair, order and condition. Landlord shall not be liable for any damage
to or loss of such property and chattels under its control or ownership,
regardless of the cause of such damage or loss.


 


17

















 


C.                                     All insurance
required by the Tenant hereunder shall be primary and not excess with any
insurance, coinsurance or self insurance maintained by Landlord. Certificates
of insurance evidencing the insurance required hereunder shall be delivered to
Landlord on or before the Commencement Date and thereafter upon reasonable
request.


 


D.                                    Each party hereto
expressly waives any and every claim which arises or may arise in such party’s
favor against the other party and such party’s shareholders, partners,
officers, and employees during the Term for any and all loss of or damage to
any of such party’s property, located within or upon or constituting a part of,
the Premises or Project, which loss or damage is caused by a peril required by
this Lease to be covered by the insurance of the party incurring the loss.
Inasmuch as the mutual waivers in this section will preclude the assignment of
any claim by way of subrogation (or otherwise) to an insurance company (or any
other party), each party hereby agrees to give immediately to each insurance
company which has issued to such party policies of property insurance, written
notice of the terms of the mutual waivers of subrogation and to have such
insurance policies properly endorsed, if necessary, to prevent the invalidation
of the insurance coverages by reason of such waivers.


 


E.                                      If, by reason of
any act or omission of Tenant, the rate of any insurance maintained by Landlord
with respect to the Common Areas or the Premises shall be increased, Tenant
shall reimburse Landlord for that portion of the premiums to be paid by
Landlord due to such act or omission as additional rent due hereunder. If, due
to the manner of Tenant’s use or occupancy of the Premises, any such insurance
shall be canceled or if cancellation thereof shall be threatened, Landlord
shall give prompt notice thereof to Tenant and, provided such manner of use
shall not have been made of the Premises by Landlord prior to the date hereof,
then Tenant shall indemnify Landlord against any liability that would have been
covered by such canceled insurance.


 


13.                               DAMAGE
AND DESTRUCTION.


 


A.                                   In case of any
material damage to or destruction of any portion of the Premises(2), Tenant
shall promptly give written notice thereof to Landlord. If any portion of the
Premises shall be partially damaged by fire or other casualty, then Landlord,
except as otherwise provided herein, shall proceed promptly and with due
diligence to repair and restore the damaged portion to substantially the same
condition and quality as prior to such damage. If any part of the Premises
shall be damaged, but not such a substantial portion thereof as to impair
Tenant’s ability to conduct Tenant’s business in Tenant’s normal course, then
such portion thereof as has been rendered untenantable by reason of such damage
shall be repaired by Landlord and until such repairs are completed, the Base
Rent payable hereunder shall be abated to the extent that such Base Rent for
such portion relates to the total space for the period from the date of such
damage to the date when such portion shall have been made tenantable. Tenant
understands that Landlord will not carry
insurance of any kind on Tenant’s property, to wit: Tenant’s goods, inventory,
furniture or furnishings or any fixtures, equipment, or improvements, and that
Landlord shall not be obligated to repair any damage thereto or replace the
same.


 






(2) The term “Premises” in this
Section 13 shall mean the “Leased Area” referenced in Section 1.


 


18

















 


B.                                     Subject to
subsections (i) and (ii) below, in the event the Premises or a material portion
thereof is damaged or destroyed or such portion thereof is damaged as will
prevent Tenant from conducting Tenant’s business in Tenant’s normal course,
Landlord, at Landlord’s sole expense, shall promptly and with due diligence
repair and restore the Premises or the damaged portion thereof to substantially
the same condition and quality as prior to such damage.


 


(i)                                     If in the
reasonable opinion of a licensed architect retained by Landlord, a material
portion of the Premises (meaning more than 20% of the Premises) cannot be
substantially repaired or restored within one hundred (100) days from the date
of damage or destruction, this Lease and the leasehold interest herein granted
may be terminated by either party by written notice delivered to the other
party within thirty (30) days after the date of receipt of notice from Landlord’s
architect setting forth the projected repair period. Notice of termination by
either party to the other party will specify a date, not less than ten (10)
days after the date of such notice, for such termination. hr the event of giving
of such notice of termination, this Lease shall expire as of the date specified
in such notice with the same effect as if such date where the date hereinbefore
specified for the expiration of the Term, and the Base Rent payable hereunder
shall be apportioned as of such date of such fire or other casualty, subject to
abatement, if any, as and to the extent provided in Section 13A hereof.


 


(ii)                                  Notwithstanding the
provisions of this Section 13A, in the event the Premises is destroyed
or damaged to the extent of thirty-three percent (33%) or more of the
replacement value thereof during the last two (2) years of the Term or during
the last two (2) years of any Option Period of the Lease, then either Tenant or
Landlord may elect to terminate this Lease as of the date of such damage or
destruction by giving written notice to the other within sixty (60) days of
such damage or destruction except Tenant can negate Landlord’s termination if
Tenant exercises the renewal option. If this Lease is terminated as herein provided,
then all prepaid rent and other charges paid in advance by Tenant shall be
refunded by Landlord to Tenant.


 


14.                               CONDEMNATION.


 


A.                                   In the event that at
any time during the Term, title to the whole or materially all of the Premises
shall be taken by the exercise of the right of condemnation or eminent domain
or by agreement between the Landlord and those authorized to exercise such
right, this Lease shall terminate and expire on the date of such taking and the
rent provided to be paid by the Tenant shall be apportioned and paid to the
date of such taking.


 


B.                                     Tenant, at Tenant’s
cost and expense, shall be entitled to separately claim, in any condemnation
proceeding, any damages payable for movable trade fixtures and leasehold
improvements paid for and installed by Tenant without any contribution or
reimbursement therefore by Landlord, and for Tenant’s loss of business, and for
Tenant’s relocation costs; provided Landlord’s award is not reduced or
otherwise adversely affected thereby.


 


19

















 


15.                               SUBORDINATION;
NONDISTURBANCE.


 


A.                                   Upon Landlord’s
written request, Tenant will execute and deliver to Landlord an agreement in
recordable form subordinating Tenant’s rights to the lien of any mortgage
hereafter encumbering the Premises. Tenant, however, will not be required to
subordinate Tenant’s rights hereunder to any mortgage unless and until the
holder of such mortgage executes and delivers to Tenant a written agreement
providing in substance (i) that so long as Tenant faithfully discharges Tenant’s
obligations under this Lease, Tenant’s right of possession to the Premises and
other rights under this Lease will not be affected by any default by Landlord
under any instrument creating or secured by such mortgage, and (ii) that in the
event of foreclosure or any other enforcement of such mortgage, the rights of
Tenant hereunder will expressly survive and this Lease will continue in full
force and effect. If any mortgage, trustee or ground lessor shall elect to have
this Lease prior to the lien of its mortgage, deed of trust or ground lease,
and shall give written notice thereof to Tenant, this Lease shall be deemed
prior to such mortgage, deed of trust, or ground lease, whether this Lease is
dated prior or subsequent to the date of said mortgage, deed of trust or ground
lease or the date of recording thereof.


 


B.                                     Landlord
represents and warrants that no lien currently encumbers the Premises on the
date of this Lease.


 


16.                               NONWAIVER.


 


Neither a failure by either party to exercise
any of its options hereunder, nor failure to enforce its rights or seek its
remedies upon any default, nor the acceptance by the Landlord of any rent
accruing before or after any default, shall effect or constitute a waiver of
such party’s right to exercise such option, to enforce such right, or to seek
such remedy with respect to that default or to any prior or subsequent default.


 


17.                               QUIET
ENJOYMENT.


 


If Tenant pays the rent Tenant is obligated
hereunder to pay, and observes all other terms, covenants and conditions
hereof, Tenant may peaceably and quietly have, hold and enjoy the Premises
during the Term, subject, however, to all the terms of this Lease.


 


18.                               ASSIGNMENT
AND SUBLETTING.


 


A.                                   Tenant shall not
sublet the Premises, nor any part thereof, nor assign, or otherwise dispose of
this Lease or any interest therein, or any part thereof, without Landlord’s
prior written consent in each of the foregoing cases, which consent shall not
be unreasonably withheld or delayed. Landlord’s disapproval of a proposed
assignee or sublessee will be considered reasonable if the proposed assignee or
sublessee is not of a generally comparable quality (financial or otherwise)
with Tenant, if the proposed use of the Premises is not compatible with the
Premises, or if the proposed assignee or sublessee is not the same assignee or
sublessee, as the case may be, of either Building No. 2 or Building No. 3,
currently under lease to the Tenant.


 


B.                                     Notwithstanding
the provisions of Section 18A hereof, Tenant may assign or sublet the
Premises, or any portion thereof, without Landlord’s consent but with prior
written


 


20

















 


notice to the Landlord, to any corporation that controls, is controlled
by or is under common control with Tenant, or to any corporation resulting from
the merger or consolidation with Tenant, or to any person or entity that
acquires all the assets of Tenant as a going concern of the business that is
being conducted on the Premises. Tenant and any guarantor of the obligations of
Tenant under this Lease shall remain liable despite any assignment or sublease
of this Lease by Tenant pursuant to this Section 18.


 


19.                               ENTRY.


 


Landlord, and any mortgagee, and their
respective duly authorized representatives shall have the right to enter the
Premises at all reasonable times for the purposes of inspecting the conditions
of same, and making such repairs, alterations, additions, or improvements
thereto as may be necessary or desirable if Tenant fails to do so as required
hereunder (but the Landlord shall have no duty whatsoever to make any such
inspections, repairs, alterations, additions, or improvements).


 


20.                               DEFAULT.


 


A.                                   The following shall
be defined and deemed as an “Event of Default” by Tenant: (i) if Tenant shall
default in the payment of the Base Rent or any additional rent, utility charges
(referenced in Section 4), and charges referenced in Section 5, and in any
other section of this Lease, and if Tenant shall fail to cure said default
within fifteen (15) days after receipt of notice of such default from Landlord;
or, (ii) if Tenant shall default in the performance or observance of any other
term, covenant or condition to be performed or observed by Tenant under this
Lease and if Tenant shall fail to cure said default within thirty (30) days
after receipt of notice of said default from Landlord or if such default is of
a nature which cannot be corrected in thirty (30) days, if Tenant shall fail to
commence to cure same within thirty (30) days and thereafter diligently pursue
such cure to completion, or (iii) if an Event of Default (as that term is
defined in the Lease referenced in this subsentence (iii)) shall occur in the
Lease between the Landlord and Tenant dated July 13, 2004 covering a portion of
the building designated as “Building No. 2” located within the Project.


 


(i)                                     In case of any
Event of Default hereinbefore provided the Landlord shall have the immediate
right of reentry and may remove all persons and property from the Premises by
summary proceedings, force or otherwise. No such reentry or taking possession
of the Premises by Landlord shall be construed as an election on Landlord’s
part to terminate this Lease unless a written notice of such intention to be
given to Tenant or unless the termination thereof be decreed by a court of
competent jurisdiction.


 


(ii)                                  In addition, in the
event of any Event of Default (whether or not Landlord shall elect to re-enter
or to take possession pursuant to legal proceedings or pursuant to any notice
provided for by laws), Landlord shall have the right, at Landlord’s option,


 


1)                                      to terminate this
Lease on not less than two (2) days’ notice to Tenant and upon the giving of
said notice, this Lease and the term hereof shall cease and expire on the date
set forth in said notice as if said date where the expiration originally set
forth herein, or


 


21

















 


2)                                      to relet the
Premises or any part(s) thereof for such term or terms (which may extend beyond
the Term) and at such rental(s) and upon such other terms and conditions as
Landlord in Landlord’s sole discretion may deem advisable. Landlord shall have
the right from time to time to make such alterations and repairs as may be
reasonably necessary in order to relet the Premises. Upon each such reletting
all rentals received by the Landlord from such reletting shall be applied,
first, to the payment of any indebtedness (other than rents due hereunder) of
Tenant to Landlord, second, to the payment of any costs and expenses of such
reletting, including, without limitation, reasonable attorneys’ fees and of the
cost of such alterations and repairs, third, to the payment of rents due and
unpaid hereunder; and the residue, if any, shall be held by Landlord and
applied in payment of future rents and other payments required to be made by
Tenant hereunder as the same may become due and payable hereunder, with the
right reserved to Landlord to bring such action(s) or proceeding(s) for the
recovery of any deficits remaining unpaid without being obliged to await the
end of the term for a final determination of Tenant’s account, and the
commencement or maintenance of any one or more actions for further accruals
pursuant to the provisions of this Section. If such rentals to be paid during
that month by Tenant hereunder, Tenant shall pay any such deficiency to
Landlord. Such deficiency shall be calculated and paid monthly subject to
Landlord’s right of action(s) or proceeding(s) as aforesaid. Notwithstanding
any such reletting without termination, Landlord may at any time thereafter
elect to terminate this Lease for such previous breach.


 


(iii)                               Should Landlord at any
time terminate this Lease for any breach, in addition to any other remedies
Landlord may have, Landlord may recover from Tenant all damages Landlord may
incur by reason of such breach as damages for loss of the bargain and not as a
penalty, including the cost of recovering the Premises, reasonable attorneys’
fees, and including the present value determined by using a discount rate of
eight percent (8%), at the time of such termination, of the excess if any, of
the amount of rental and charges equivalent to rental reserved in this Lease
for the remainder of the Term, over the aggregate rental value of the Premises
for the remainder of such term, all of which shall be immediately due and
payable from Tenant to Landlord. If arty laws shall validly limit the amount of
the damages provided for in the immediately preceding sentence to less than the
amount above agreed upon, Landlord shall be entitled to the maximum amount
allowable under such laws.


 


B.                                     Landlord shall not
be in default unless Landlord fails to perform obligations required of Landlord
within a reasonable time, but in no event later than thirty (30) days after
written notice by Tenant to Landlord and to the holder of any first mortgage or
deed of trust covering the Premises whose name and address shall have
theretofore been furnished to Tenant in writing, specifying wherein Landlord
has failed to perform such obligation; provided. however, that if the nature of
Landlord’s obligation is such that more than thirty (30) days are required of
performance then Landlord shall not be in default if Landlord commences
performance within such 30-day period and thereafter diligently prosecutes the
same to completion. In the event Landlord fails to discharge any obligation set
forth in this Lease on or before the date such obligation or payment is due,
Tenant may, at Tenant’s option, discharge such obligation. Tenant shall use
reasonable efforts to mitigate its damages after a default by the Landlord. In
the event Tenant elects to discharge Landlord’s obligation(s), Landlord agrees
to reimburse Tenant on demand for the amount of expenses incurred by Tenant.


 


22

















 


21.                               ENVIRONMENTAL
PROVESIEONS.


 


A.                                   For the purposes of
this Section 21, the following shall have the respective meanings set
forth below:


 


(i)                                     “Hazardous
Material” means any substance, material or waste which is regulated by any
applicable governmental authority of the United States or the State of South
Carolina, including without limitation, any material, substance or waste which
is defined as “hazardous”, “hazardous waste”, “hazardous material”, “hazardous
substance”, “extremely hazardous waste”, “restricted hazardous waste”, “pollutant”,
“contaminant”, “toxic substance” or “toxic waste” under any provision of any
applicable Environmental Law, and includes, but is not limited to, petroleum,
petroleum products, asbestos, urea formaldehyde and polychlorinated biphenyls.


 


(ii)                                  “Hazardous Materials
Contamination” means any disposal, transportation, storage, arranging of
disposal, spillage, discharge, emission, leakage, release or threatened release
of any Hazardous Materials at, in, on, under, from, about, or affecting the
soil, air, water, fixtures, personal property, animals or buildings.


 


(iii)                               “Environmental Condition”
means any unlawful environmental condition, event or circumstance.


 


(iv)                              “Damages” means all
demands, claims, actions, assessments, losses, damages, liabilities, costs and
expenses of every nature (including, without limitation, reasonable attorneys’
fees, fines, penalties and costs of settlements of any kind), known or unknown,
foreseen or unforeseen, contingent or otherwise.


 


(v)                                 “Landlord-Related
Party” means an employee, agent, contractor, licensee, customer, invitee or
affiliate of Landlord, but specifically excludes Tenant and any other lessee or
tenant of the Project. “Tenant-Related Party” means an employee, agent,
contractor, licensee, customer, invitee or affiliate of Tenant but specifically
excludes Landlord.


 


B.                                     Landlord shall
defend, indemnify, protect and hold Tenant harmless against Damages resulting
from or arising out of the following Hazardous Materials Contamination or Environmental
Conditions:


 


(i)                                     existing or
occurring within the Premises on or before Tenant takes occupancy of the
Premises or after the expiration or early termination of the Lease Term but
only to the extent not caused by Tenant or a Tenant-Related Party; or


 


(ii)                                  existing or occurring
within the Premises or any other portion of the Project and caused by Landlord
or a Landlord-Related Party.


 


C.                                     Tenant shall
defend, indemnify, protect and hold Landlord harmless against all Damages
resulting from or arising out of Hazardous Materials Contamination or
Environmental Conditions existing or occurring within the Premises or any other
portion of the Project and caused by Tenant or a Tenant-Related Party, but only
to the extent not caused by Landlord or a Landlord-Related Party.


 


23

















 


D.                                    The Tenant shall
store and handle Hazardous Materials at the Premises or at the Project in
strict compliance with applicable laws, rules and regulations, and shall
indemnify, defend and save harmless the Landlord from all Damages arising out
of or in any way connected with Tenant or Tenant-Related Party’s storage or
handling of Hazardous Materials. In no event shall Tenant’s handling or storage
of Hazardous Materials in compliance with applicable laws make Tenant liable
for Hazardous Materials Contamination or Environmental Conditions in existence
or occurring on or before Tenant takes occupancy of the Premises. In
particular, the Tenant shall take extra precaution not to allow Hazardous Materials
or any other material to wash into the drains of the Wash Area (which lead to
the oil/water separator system) except as specifically permitted under all
required permits and licenses and as intended for the Project’s oil/water
separator system.


 


E.                                      The obligations
and liabilities of both parties under this Section 21 shall survive the
Term of this Lease.


 


F.                                      The failure by
either party to abide by the terms of this Section 21 shall be
restrainable by injunction.


 


22.                               SURRENDER
OF TENANT.


 


A.                                   Tenant will
surrender possession of the Premises and remove all goods and production
equipment and other personal property owned by Tenant at the end of the Term,
or at such other time as Landlord may be entitled to re-enter and take
possession of the Premises pursuant to any provision of this Lease, and Tenant
shall leave the Premises (including the Leased Area, the Booth Area, the
Outdoor Testing Areas, the Booths, and all other Equipment) broom clean and in
good order and condition, ordinary wear and tear excepted, except in the event
of termination due to fire or other casualty pursuant to Section 13 or
termination due to condemnation pursuant to Section 14. Tenant shall
deliver to Landlord all keys, locks and other fixtures connected with the
Premises (such fixtures shall include, but are not limited to: cranes, the
Booths, Compressors, roof fans, bus ducts and lights) in good repair, order and
condition. In default of such surrender of possession and removal of goods and
chattels at the time aforesaid, Tenant will pay to Landlord the rent set forth
in this Lease for such period as Tenant either holds over possession of the
Premises or allows Tenant’s goods and production equipment or other personal
property at such time to remain in the Premises, and in addition thereto,
statutory penalties and all other damages which Landlord shall suffer by reason
of Tenant’s holding over in violation of the terms and provisions of this
Lease, including, without limitation, all reasonable claims for damages made by
any succeeding tenant or purchase of the Premises against Landlord which may be
founded upon delay by Landlord in giving possession of the Premises to such
succeeding tenant or purchaser, so far as such damages are occasioned by the
unlawful holding over of Tenant.


 


B.                                     Subject to Section
22(A) above, Tenant shall have the absolute right to remove all of Tenant’s
goods, production equipment, and other personal property from the Premises at
any time during the Term.


 


C.                                     Tenant shall be
responsible for the clean-up and removal of all raw materials, packaging, solid
waste, unused and used lubricants, oils, solvents and any hazardous


 


24

















 


wastes placed, abandoned or located on the Premises and the area
surrounding the Premises by Tenant (or any of Tenant’s employees, agent,
invitees or subcontractors) during the Term hereof.


 


D.                                    The liability and
the obligations of Tenant under this Section shall survive the termination of
this Lease.


 


23.                               FORCE
MAJEURE.


 


In the event that Landlord or Tenant shall be
delayed or hindered in or prevented from the performance or any act (other than
either party’s monetary obligations), by reason of strikes, lockouts,
unavailability of materials, failure of power, restrictive governmental laws or
regulations, riots, insurrections, war or other reason beyond its reasonable
control, then performance of such act shall be excused for the period of the
delay and the period for the performance of such act shall be extended for a
period equivalent to the actual period of such delay. Notwithstanding the
foregoing, lack of funds shall not be deemed to be a cause beyond the
reasonable control of either party.


 


24.                               SECURITY
DEPOSIT.


 


No security deposit shall be required.


 


25.                               COMMISSIONS.


 


Both Landlord and Tenant acknowledge that no
real estate broker is involved with respect to this Lease and the negotiations
thereof. Both parties agree to hold each other harmless from any claims for
commissions arising out of this Lease.


 


26.                               ESTOPPEL
CERTIFICATE.


 


At any time and from time to time Landlord
and Tenant each agree, upon request in writing from the other, promptly to
execute, acknowledge and deliver to the other or to any person designated by
the other a statement in writing certifying that this Lease is unmodified and
is in full force and effect, or if there have been modifications, that the same
is in full force and effect as modified (stating the modifications), that the
other party is not in default in the performance of its covenants hereunder, or
if there have been such defaults, specifying the same, the dates to which the
Rent and other charges have been paid, and such other matters may be reasonably
requested.


 


27.                               MISCELLANEOUS
PROVISIONS.


 


A.                                   All notices under
this Lease shall be in writing and shall be deemed given if delivered
personally or by overnight courier or if sent by confirmed facsimile
transmitted during the regular business hours of the recipient, or when mailed,
postage prepaid, by registered or certified mail, return receipt requested,
addressed to the parties at their addresses as set forth below (or at such
other address as a party may from time to time designate by written notice
given in accordance with this Section):


 


25

















 


	
  TO TENANT:

  	
   

  	
  TO LANDLORD:

  
	
   

  	
   

  	
   

  
	
  Force Protection, Inc.

  	
   

  	
  Aerospace/Defense, Inc.

  
	
  Force Protection Industries, Inc.

  	
   

  	
  4838 Jenkins Avenue

  
	
  9801 Highway 78

  	
   

  	
  North Charleston, SC 29406

  
	
  Ladson, SC
  29456

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTN:Raymond W. Pollard and

  	
   

  	
  ATTN: Jerry Zucker or Jerry Garfinkle

  
	
             John
  F. Wall, III

  	
   

  	
  Fax No: (843) 747-4092

  
	
  Fax No: (843) 553-1311

  	
   

  	
   

  



 


B.                                     It is the
intention of the parties hereto to create the relationship of Landlord and
Tenant, and no other relationship whatsoever, and unless expressly otherwise
provided herein nothing herein shall be construed to make the parties hereto
liable for any of the debts, liabilities or obligations of the other party.


 


C.                                     This Lease shall be governed exclusively under the laws of the State of
South Carolina. Each of the parties (i) irrevocably consents to the exclusive
jurisdiction any state or federal court located within Charleston County, South
Carolina, and (ii) waives trial by a jury.


 


D.                                    If any term or
provision of this Lease or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term and provision of this Lease shall be valid and
be enforced to the fullest extent permitted by law.


 


E.                                      Failure on the
part of either party to complain of any action or non-action on the part of the
other party, no matter how long the same may continue, shall never be deemed to
be a waiver by either party of any of its rights hereunder. Acceptance by
Landlord of the Base Rent or any other charges paid by Tenant hereunder shall
not be or be deemed to be a waiver by Landlord of any default by Tenant,
whether or not Landlord knows of such default. No waiver at any time of any of
the provisions hereof by either party shall be construed as a waiver of any of
the other provisions hereunder and a waiver at any time of any of the
provisions hereof shall not be construed as a waiver at any subsequent time of
the same provisions.


 


F.                                      Tenant
acknowledges and agrees that the submission of this Lease to Tenant for its
review and consideration shall not and does not constitute an offer to lease
the Premises. Tenant and Landlord understand and agree that there can be no
agreement for the lease of the Premises until all parties hereto have signed,
delivered and accepted this Lease and any Security Deposit required pursuant to
Section 24 has been delivered and accepted.


 


G.                                     The captions of
the several Sections and Subsections of this Lease and any table of contents
are not a part of the context hereof and shall be ignored in construing this
Lease. They are intended only as aids in locating various provisions hereof.


 


26

















 


H.                                    Nothing contained
in this Lease shall be construed so as to confer upon any other party the
rights of a third party beneficiary except the rights contained herein for the
benefit of a mortgagee of the Landlord and except as provided in the following Subsection
(I).


 


I.                                         Except as
expressly otherwise provided herein, the terms, covenants and conditions hereof
shall inure to the benefit of and shall be binding upon Landlord and Landlord’s
successors and assigns and the terms, covenants and indentures hereof shall
inure to the benefit of and shall be binding upon Tenant and Tenant’s
successors, legal representatives, and permitted assigns.


 


J.                                        This
constitutes the entire and complete agreement between the parties with respect
to its subject matter. This Lease has been mutually negotiated by the parties
and no rule of construction shall be implied based upon the presumed drafter or
author of this Lease.


 


K.                                    This Lease may only
be amended by a writing specifically referencing this Subsection 27K and
duly executed by authorized officers for both parties.


 


L.                                      This Lease may be
executed in several counterparts, each of which shall he deemed an original and
such counterparts shall constitute but one and the same instrument. If this
Amendment or the signature page, as executed, is transmitted by one party to
the other by facsimile transmission or electronically “pdf” transmission, such
transmission shall be deemed an executed original of this Lease and of such
signature.


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this instrument under seal as of the day and year first above
written.


 


	
  IN THE PRESENCE OF:

  	
   

  	
  Landlord:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AEROSPACE/DEFENSE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ M. Jerry Garfinkle

  
	
   

  	
   

  	
  Name:

  	
  M. Jerry Garfinkle

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IN THE PRESENCE OF:

  	
   

  	
  Tenant:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FORCE PROTECTION INDUSTRIES

  
	
   

  	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gordon McGilton

  
	
   

  	
   

  	
  Name:

  	
  /s/ Gordon McGilton

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
						



 


27

















 


	
  IN THE PRESENCE OF:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FORCE PROTECTION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond W. Pollard

  
	
   

  	
   

  	
  Name:

  	
  Raymond W. Pollard

  
	
   

  	
   

  	
  Title:

  	
  COO

  
						



 


28