**Exhibit 10.8**

 

**ExecutionCopy**

 

OFFICE LEASE

 

THIS OFFICE LEASE (“**Lease**”) isentered into as of the 1st day of June, 2005, by and between AEROSPACE/DEFENSE,INC., a South Carolina corporation (“**Landlord**”), andFORCE PROTECTION INDUSTRIES, INC. (FORMERLY TECHNICAL SOLUTIONS GROUP, INC.), aNevada corporation and FORCE PROTECTION, INC., a Nevada corporation(collectively, the “**Tenant**”).

 

Upon the terms and subject to the conditions hereinafter set forth, theLandlord leases to the Tenant and the Tenant leases from Landlord, the premiseshereinafter described:

 

1.                                      **THE PREMISES.**

 

A.                                   Thepremises hereby leased to the Tenant is a portion of the office area located ina building (“**Building No. 1** or the “**Building**”) which is part of an industrial developmentlocated in Ladson, Charleston County, South Carolina (“**Project**”).The term “**Premises**” means and is comprised of (i) theoffice area of approximately 7,190 square feet outlined and marked “**Office Area**” on Exhibit A attached hereto andmade a part hereof, and (ii) the warehouse area of approximately 9,139square feet outlined and marked “**Warehouse Area**”on Exhibit A, and (iii) subject to Subsection 5Chereof, the “**Common Areas**” (hereinafterdefined).

 

B.                                     Tenantrepresents that Tenant has examined the physical condition of the Premises andhas found them satisfactory for all purposes hereof and Tenant accepts thePremises in their present condition, “AS IS,” subject to Landlord’s obligationsunder Section 9A.

 

2.                                      **TERM.**

 

A.                                   Subjectto the relocation rights of the Landlord under Section 2A, the termof this Lease shall commence as of June 1, 2005 and expire on July 14,2008 (“**Initial Term**”). The Initial Term andany extension under the Option Period (described in Subsection 2Cbelow) thereof are hereinafter referred to collectively as the “**Term**.”

 

B.                                     Forpurposes of this Lease the term “**Lease Year**”shall refer to a period of twelve (12) consecutive months. The first Lease Yearshall commence as of June 1, 2005 (“**Commencement Date**”)and end May 31, 2006. Each subsequent Lease Year shall commence on theanniversary of the Commencement Date.

 

C.                                     Tenantshall have one (1) option to renew and extend the Initial Term for a five (5) yearperiod (“**Option Period**”). Tenant may exercisethe option by notice in writing to Landlord served at least six (6) monthsand not more than twelve (12) months prior to the end of the last year of theInitial Term hereunder. Conditions to exercising the option to renew this Leaseshall be that (i) Tenant shall not be in default in the performance of anyterms, covenants, or conditions of this Lease, and (ii) Tenant shall haveexercised its option to renew and extend the term of that certain IndustrialLease between the parties hereto dated as of July 13, 2004, coveringpremises known as Building No. 2 of the Project (the “Building No. 2Lease”) pursuant 

 

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to Subsection 2Ctherein. All terms and conditions of this Lease shall be applicable to theOption Period referred to in this Subsection 2C.

 

2A.                            **RELOCATION OF THE PREMISES.**

 

A.                                   Effectiveat any time following the first Lease Year of the Initial Term, Landlord mayelect, by giving written notice of such election to Tenant, to require Tenantto surrender possession of all of the Premises for the remainder of the Term(the “**Relocation Notice**”). The RelocationNotice shall designate the date by which possession of the Premises shall besurrendered by Tenant (the “**Surrender Date**”),which date shall not be earlier than ninety (90) days after the date on whichthe Relocation Notice is given.

 

B.                                     IfTenant shall be required to surrender possession of the Premises pursuant to aRelocation Notice, the Landlord shall provide to the Tenant comparable spaceincluding comparable parking, utilities and leasehold improvements as orsimilar to attachments and other specifications (reasonably comparable in size,type and quality of construction to the Premises as improved by the Tenantpursuant to Section 8A and B at another location within the Projectthat has unobstructed frontage (except for landscape) on U.S. Highway 78, whichis generally northeast of the Building, and is located no further from U.S. 78than the Premises (the “**Relocation Premises**”).Within sixty (60) days after the Relocation Notice shall be given, Landlord andTenant shall execute and deliver an amendment to this Lease (the “**Relocation Amendment**”) which shall substitute a descriptionof the Relocation Premises for the description of the Premises contained hereinand shall modify Exhibit A (delineating the Relocation Premises)accordingly; otherwise, all other terms and conditions of this Lease shall beapplicable to Tenant’s occupancy of the Relocation Premises.

 

C.                                     Inthe event the Tenant relocates to the Relocation Premises as provided above,the Landlord shall reimburse the Tenant reasonable moving expenses for Tenantto move its office furniture, equipment and other personal property from thePremises to the Relocation Premises within ten (10) days after receivingan invoice for the amount thereof, together with details and documentation(including copies of original invoices and receipts) relating to such movingcosts.

 

D.                                    Notwithstandinganything contained in this Section 2A (Relocation of the  Premises) to the contrary, (i) ifthe Surrender Date in the Relocation Notice occurs during the last twelve (12)months of the Initial Term, the Landlord shall not be required to provide aRelocation Premises unless the Tenant provides to Landlord within fifteen (15)days of the receipt of the Relocation Notice, a notice (“**OptionNotice**”) of Tenant’s desire to exercise its options to renew andextend the Term of this Lease and Building No. 2 Lease for the OptionPeriod (as defined herein and in the Building No. 2 Lease); if the Tenantfails to provide to the Landlord an Option Notice within the said fifteen (15)day period, the Term of this Lease shall terminate on the Surrender Date; and (ii) ifthe Surrender Date occurs during the last twenty-four (24) months of the OptionPeriod, the Landlord shall not be required to provide a Relocation Premises, inwhich event, the Term of this Lease shall terminate on the Surrender Dateunless the Tenant and Landlord otherwise mutually agree pursuant to anamendment to this Lease duly executed by the parties hereto pursuant to Subsection 27K.

 

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E.                                      Ifthis Lease shall terminate on the Surrender Date pursuant to Subsection 2D,the rights and obligations of the parties hereunder shall cease as of theSurrender Date (except that both parties shall remain liable for any accruedobligations arising under this Lease prior to the Surrender Date) and themonthly Base Rent for the final month in which the Surrender Date occurs shallbe pro-rated as of the Surrender Date. No further documentation shall berequired to effect the termination of this Lease, but each party agrees that,upon the request of the other party to do so, it shall execute, acknowledge anddeliver an appropriate instrument evidencing such termination prepared by or atthe expense of the party requesting the same.

 

3.                                      **BASE RENT.**

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A.                                   NoBase Rent (hereinafter defined) shall be due for the first sixty (60) days ofthe Initial Term to allow the Tenant to complete the tenant leaseholdimprovements described under Section 8A. Beginning on thesixty-first (61st) day after the Commencement Date (the “**Rent Commencement Date**”), and for the remainder of the firstLease Year, Tenant agrees to pay to the Landlord, without previous demandtherefore and, without any set-off or deduction whatsoever, the followingmonthly net rent (“**Base Rent**”)(1):$9,989.98 per month. All monthly Base Rent shall be due and payable on thefirst business day of each calendar month during the Term. If the RentCommencement Date does not occur on the first day of the month, then (i) themonthly Base Rent for the calendar month during which the Rent CommencementDate occurs shall be pro-rated to cover the period between the RentCommencement Date and the last day of that month, and the Base Rent for thatmonth shall be due and payable on the Rent Commencement Date; and (ii) theBase Rent for the last calendar month for each Lease Year shall be pro-ratedbetween the then existing Base Rent for the then concluding Lease Year and theadjusted Base Rent for the new Lease Year as calculated pursuant to Subsection Bbelow.

 

B.                                     Commencingwith the first day of the second Lease Year, to-wit: June 1, 2006 (“**First Adjustment Date**”) and on the first day of each LeaseYear thereafter (“**Subsequent Adjustment Date**”)during the Initial Term and Option Period, the amount of the monthly Base Rentdue under this Lease shall be increased by an amount equal to the product ofthe then current monthly Base Rent multiplied by a three percent (3%).Therefore, the monthly Base Rent for the second Lease Year shall be $10,289.68;for the third Lease Year, $10,598.37; and increased so forth throughout theentire Term of this Lease.

 

C.                                     Allmonthly Base Rent payments and any other payments due Landlord under this Leaseshall be made without any setoff or deduction whatsoever and shall be payableand delivered to:

 

Aerospace/Defense, Inc.

4383 Jenkins Avenue

North Charleston, SC 29405

 

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(1) Base Rent for thefirst Lease Year shall be based on an annualized rate of $119,879.75, being thesum of (a) $71,900.00 calculated at $10.00 per square foot per year for7,190 square feet of “Office Area” and (b) $47,979.75 calculated at $5.25 persquare foot per year for 9,139 square feet of “Warehouse Area.”

 

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or to suchother 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 Leasereceived more than ten (10) days after the due date of such payment shallbe subjected to a late penalty of one point five percent (1.5%) of the amountof such payment for each month, or portion thereof, such payment is late. Nopayment by Tenant or receipt by Landlord of any lesser sum than the monthlyBase Rent stipulated in this Lease shall be deemed to waive the right ofLandlord to receive in a timely manner the full amount due and payable to theLandlord.

 

4.                                      **UTILITIES.**

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A.                                   ProvidedTenant only consumes water and electricity for personal and office use and notfor any manufacturing process or non-office use, Tenant’s pro rata portion ofthe Project’s water and electricity bill is included in the Base Rent. (No gasis provided to the Premises.) Subject to Section 23 (ForceMajeure), the Landlord shall not interrupt, or cause to be interrupted, anysuch utility service (water and electricity) for a period longer than 36 hours.No such interruption of utility service shall relieve Tenant from any of itsobligations under this Lease.

 

B.                                     Tenant’spro rata share of the county solid waste recycling fee paid by the Project forsolid waste hauled from the Project shall be an amount equal to the product of (1) thetotal 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 anytrash dumpster utilized by the Tenant at the Premises during the period inquestion and as its denominator the volume of all trash dumpsters at allbuildings in the Project picked up during the same time period. For purposes ofthis subparagraph, the volume of a trash dumpster picked up during a billingperiod will be determined by multiplying the capacity of the trash dumpster incubic yards by the number of times such trash dumpster is picked up during thebilling period, whether or not such trash dumpster was filled to capacity at thetime it was picked up. It is acknowledged by the parties that the Tenant shallprovide the Tenant’s own trash dumpsters and shall pay for the hauling of trashtherefrom.

 

C.                                     Tenantshall provide and contract for Tenant’s own telephone/telephonic, internal telecommunications,cabling and computer network (LAN, WAN, etc.) needs in and associated with thePremises - - with its own separate telephone numbers, wiring and cables, and inconnection therewith shall be free to make such modifications to the Premisesas may be reasonable and necessary for such purpose.

 

5.                                      **TAXES AND COMMON AREAS.**

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A.                                   Landlordshall pay, prior to delinquency, all real property taxes and assessments whichare levied, imposed, or assessed upon or against the Building. Tenant shall notbe responsible for any portion of such real property taxes and assessments.

 

B.                                     Tenantshall pay prior to delinquency all taxes assessed against and levied upon tradefixtures, furnishings, equipment, inventory and all other personal property ofTenant contained in the Premises. When possible, Tenant shall cause such tradefixtures, furnishings, equipment and other personal property to be assessed andbilled separately from the real property 

 

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of Landlord. If any of Tenant’spersonal property shall be assessed with Landlord’s real property, Tenant shallpay Landlord the taxes attributable to Tenant within thirty (30) days afterreceipt of a written statement setting forth the taxes applicable to Tenant’sproperty, together with a copy of the taxing authority’s billing to Landlord.

 

C.                                     Theterm “Common Areas” as used in this Lease means those parts of and adjacent toBuilding No. 1 marked “**Common Areas**”on Exhibit A-1 [the roadway leading from U.S. Highway 78 to theparking area, and the parking area in front of Building No. 1]. Landlordhereby grants to Tenant and Tenant’s customers, invitees and employees for theentire Term, the right to use, in common with Landlord, Landlord’s invitees andemployees and with the other lessees and occupants of Project and theirrespective customers, invitees and employees, the Common Areas for theirintended purposes, subject to reasonable, rules and regulations (“**Rules and Regulations**”) to be promulgated by Landlordfor the convenience and safety of all of the lessees, occupants and users ofthe Project. Landlord will have the right to make reasonable modifications andadditions to the Rules and Regulations from time to time. In addition, theLandlord reserves the right to assign, limit or designate exact parking spacesfor the Tenant and other lessees and occupants of Building No. 1 and theirrespective employees and invitees and to close all or any portion of theparking area or other Common Areas to such extent as may, in the opinion of theLandlord, be necessary to maintain, repair or renovate same. **Except for senior management of the Tenant (approximately 12 employees)and occasional visitors and customers of the Tenant, the Tenant shall cause itsother employees and guests to park in the common area parking lots designatedin the Building No. 2 Lease during such temporary maintenance, repair andrenovation of parking. **In theevent of additional tenants coming into Building 1, requiring parking thatcreates needs beyond the current 124 spaces available, FPI will receivereasonable space allocation and right upon receiving Landlord’s prior writtenapproval, to extend the current parking spaces.

 

(i)                                     Duringthe Term, Landlord will maintain the Common Areas in good order and condition.Tenant shall not be responsible for paying any so-called common areamaintenance charges; however, notwithstanding the foregoing, if the necessityfor repairs to any Common Areas (such as, for example, the common arearestrooms) shall have arisen from or shall have been caused by the negligenceor willful acts of the Tenant, its agents, concessionaires, officers,employees, licensees, invitees or contractors, Landlord may make or cause thesame to be made, but shall not be obligated to do so, and Tenant agrees to payto Landlord promptly upon Landlord’s demand, the cost of such repairs, if made.In the event Landlord elects not to make such repairs, Landlord may requireTenant to make such repairs at Tenant’s sole cost and expense.

 

(ii)                                  Landlordshall have the right, at Landlord’s sole cost and expense, to relocate, change,move or alter the Common Areas, so long as restroom facilities are available tothe Tenant and 24-hour pedestrian ingress to and egress from the Premises isnot materially disturbed.

 

6.                                      **SIGNAGE.**

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Tenant shall have theoption to install, at Tenant’s cost, a sign at a location near the entrance tothe Premises, subject to the prior written consent of Landlord, which consentshall 

 

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not be unreasonably withheld ordelayed. Any sign constructed by Tenant must be of a size and at a locationwhich will not detract from the image and unity of the Project and Building.

 

7.                                      **USE.**

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A.                                   Tenantshall use the Premises for offices associated with Tenant’s businesslocated in Building No. 2 and Building No. 3 within the Projectcurrently under lease from Landlord. Outside storage, including withoutlimitation, trucks and other vehicles, is prohibited. Tenant shall at its owncost and expense obtain any and all licenses and permits necessary for any suchuse. Tenant shall not permit any objectionable or unpleasant odors, smoke,dust, noise or vibrations to emanate from the Premises, nor take any otheraction that would constitute a nuisance or would disturb or endanger theLandlord or any other tenants or occupants of Building No. 1 orunreasonably interfere with their use of Building No. 1. Without Landlord’sprior written consent, Tenant shall not receive, store or otherwise handle anyproduct, material or merchandise which is explosive or highly flammable.

 

B.                                     Tenantshall not commit or suffer to be committed any waste upon or about thePremises, the Common Areas, and the Building.

 

8.                                      **COMPLIANCE WITH LAWS AND GOVERNMENTAL REGULATIONS.**

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A.                                   Tenantshall at all times during the Term be in full compliance with any and allfederal, state and local governmental rules and regulations, ordinancesand similar provisions having the force and effect of law (collectively, “**Laws**”) which are or would be applicable to the use of thePremises and the business being conducted within the Premises.

 

B.                                     Landlordshall be responsible for any alteration or improvements or repairs to theCommon Areas ordered by any governmental authority or required under applicableLaws, provided, however, Tenant shall be obligated to make any alterations,repairs or improvements to the Common Areas that are necessary because theyrelate primarily to the occupancy or use of Tenant or Tenant’s business in thePremises.

 

8A.                            **TENANT’S LEASEHOLD IMPROVEMENTS.**

 

A.                                   Tenant’sLeasehold Improvements to the Warehouse Area.  Within 60 days after the execution of thisLease and subject to the provisions of Section 10 (Alterationsby Tenant), Tenant will, at Tenant’s sole cost and expense, without contributionby the Landlord, perform or caused to be performed the work described in Exhibit Bof this Lease (“**Tenant’s Improvements to the Warehouse Area**”).The plans and specifications for Tenant’s Improvements to the Warehouse Areaattached hereto as Exhibit B-1 are hereby approved by the Landlord,and shall not be substantially changed by the Tenant without the prior writtenconsent of the Landlord. During construction of Tenant’s Improvements to theWarehouse Area, Tenant and its contractors and agents shall take reasonableprecaution not to damage the existing structure of the Building and other areaswithin and adjacent to the Building.

 

B.                                     Tenant’sLeasehold Improvements to the Office Area.  Within 60 days of the execution of this Leaseand subject to the provisions of Section 10 (Alterations byTenant), Tenant will, at Tenant’s sole cost and expense, without,contribution by the Landlord, perform or 

 

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cause to be performed the workdescribed in Exhibit C**(GENERAL SPECIFICATIONDOCUMENT C-1 ATTACHED)** of this Lease (“**Tenant’sImprovements to the Office Area**” which for purposes of this Subsection B,only, may also be referred to as “**Improvements**”).The plans and specifications for the Improvements are attached hereto as Exhibit C-1and are hereby approved by the Landlord and shall not be substantially changedby the Tenant without the prior written consent of the Landlord. Duringconstruction of the Improvements, Tenant and its contractors and agents shalltake precaution not to damage the existing structure of the Building and otherareas within and adjacent to the Building.

 

C.                                     Rightto Inspect.  During the constructionof Tenant’s improvements under this Section 8A, and at thecompletion of such improvements, Landlord’s representatives shall have theright (but the Landlord shall have no duty or obligation whatsoever) to inspectthe work related to the construction and completion of such improvements uponreasonable prior notice to the Tenant; provided, however,notwithstanding the foregoing, any such inspections shall not (a) berelied upon by the Tenant or Tenant’s contractor for any reason whatsoever, and(b) be deemed to relieve the Tenant of its representations and obligationsto complete such improvements in accordance with the terms and provisions ofthis Section 8A. During the period that the Tenant is constructingthe improvements in or upon the Premises, it will cause its contractor andother invitees to work so as not to unreasonably or unnecessarily interferewith the operations of the other lessees and occupants of the Building.

 

9.                                      **MAINTENANCE AND REPAIR.**

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A.                                   Landlordshall at its expense maintain only the roof, foundation and structuralsoundness of the exterior walls of Building No. 1 in good repair. Tenantshall repair and pay for any damages caused by the negligence of the Tenant, orTenant’s employees, agents or invitees, or caused by Tenant’s fault hereunder.The term “walls” as used herein shall not include windows, glass or plateglass, doors, or entries to the Premises. Tenant shall immediately giveLandlord written notice of any defect or need for repairs, after which Landlordshall have reasonable opportunity and access to the Premises to repair same orcure such defect. Landlord’s liability with respect to any defects, repairs ormaintenance for which Landlord is responsible under any of the provisions ofthis Lease shall be limited to the cost of such repairs or maintenance or thecuring of such defect. Landlord shall promptly, at Landlord’s cost and expense,make all necessary replacements, restorations, renewals and repairs to thePremises Landlord is required to maintain as hereinabove provided in this Subsection 9A.Repairs, restorations, renewals and replacements shall, to the extent possible,be at least equivalent in quality of the original work or the propertyreplaced, as the case may be. Any injury sustained by any person because of theLandlord’s failure to perform its obligations as hereinabove provided in this Subsection 9Ashall be the responsibility of Landlord and Landlord shall indemnify and holdTenant harmless from and against all claims and actions for injuries inconnection therewith, including, but not limited to attorney’s and otherprofessional fees, and any other cost which Tenant might reasonably incur.

 

B.                                     Tenantacknowledges that it is leasing the Premises in their “AS-IS” condition. Exceptas provided in Section 9A, Section 13, and Section 14hereof, Tenant shall promptly throughout the Term at Tenant’s cost and expense,take good care of and maintain the Premises (including, but not limited to, allTenant Improvements to the Warehouse Area and all 

 

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Tenant Improvements to theOffice Area, windows, glass and plate glass, doors, office entries, interiorwalls and finish work, floors and floor coverings, heating and air-conditioningsystems) in good order, repair and condition and in neat, clean and safecondition, fair wear and tear excepted. In meeting its obligations pursuant tothis Section 9B, Tenant may repair (rather than replace) anycomponent of the Premises which Tenant is required to maintain unless suchcomponent cannot be repaired, in which event replacement shall be required.Tenant shall promptly, at Tenant’s cost and expense, make all necessaryreplacements, restorations, renewals and repairs to portions of the PremisesTenant is required to maintain. Repairs, restorations, renewals andreplacements shall, to the extent possible, be at least equivalent in qualityof the original work or the property replaced, as the case may be, and shallbecome the property of the Landlord. Tenant will not overload the electricalwiring serving the Premises, and will install at its expense, subject to theprovisions of Section 10, any additional electrical wiring whichmay be required in connection with Tenant’s apparatus. Any damage or injurysustained by any person because of mechanical, electrical, plumbing or anyother equipment or installations, whose maintenance and repair shall be theobligation of Tenant as provided in this Subsection B, shall be theresponsibility of the Tenant, and Tenant shall indemnify and hold Landlordharmless from and against all claims, actions, injuries, damages and liabilityin connection therewith, including, but not limited to attorney’s and otherprofessional fees, and any other cost which Landlord might reasonably incur.

 

10.                                **ALTERATIONS BY TENANT.**

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A.                                   Tenantwill not make any alterations, renovations, improvements or other installationsin, on or to the Premises or any part thereof (including, without limitation,any structural alterations, or any cutting or drilling into any part of thePremises or any securing of any fixture, apparatus, or equipment of any kind toany part of the Premises) unless and until Tenant shall have caused plans andspecifications therefore to have been prepared, at Tenant’s expense, by anarchitect or other duly qualified person and shall have obtained Landlord’swritten approval thereof. If such approval is granted, Tenant shall cause thework described in such plans and specifications to be performed, at itsexpense, promptly, efficiently, competently and in a good and workmanlikemanner by duly qualified and licensed persons or entities, using first grade materials,without interference with or disruption to the operations of tenants or otheroccupants of the Building. All such work shall comply with all applicablegovernmental codes, rules, regulations and ordinances.

 

B.                                     Allimprovements installed or constructed by or on behalf of the Tenant shall atthe expiration of the Term or termination of this Lease become the property ofLandlord and shall not be removed from the Premises. All trade fixtures,furniture, furnishings and signs installed in or upon the Premises by Tenantshall remain the property of Tenant and shall be removed upon the expiration ofthe term of this Lease, provided however, that if Tenant fails to remove suchitems from the Premises prior to the expiration or earlier termination of this Lease,all such trade fixtures, furniture, furnishings and signs shall at the optionof the Landlord become the property of Landlord unless Landlord elects torequire their removal in which case Tenant shall promptly remove same andrestore the Premises to its prior condition. Tenant shall forthwith promptlyand diligently repair any damage to the Premises or the Building caused by theinstallation and/or removal of the Tenant’s equipment, machinery, tradefixtures and 

 

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movables. The obligations andliabilities of the Tenant under this section shall survive the Term ofthis Lease.

 

C.                                     Nowork performed by or on behalf of the Tenant pursuant to this Lease, whether inthe nature of erection, construction, alteration or repair, shall be deemed tobe for the immediate use and benefit of Landlord so that no mechanic’s or otherlien shall be allowed against the Premises, the Building, any portion of theProject or the estate of Landlord by reason of any consent given by Landlord toTenant to improve the Premises. Tenant shall pay promptly all personsfurnishing labor or materials with respect to any work performed by Tenant orits contractor on or about the Premises and the Building, and shall obtain anddeliver to Landlord “releases” or waivers of liens from all parties doing workin the Premises or the Building and an affidavit from Tenant stating that allbills have been paid with regard to such work and that there are no outstandingobligations owed with respect to any such work done in the Premises. In theevent any mechanic’s or other lien shall at any time be filed against thePremises, the Building, any portion of the Project or the estate of theLandlord by reason of work, labor, services or materials performed orfurnished, or alleged to have been performed or furnished, to Tenant or toanyone holding the Premises through or under Tenant, Tenant shall forthwithpromptly cause the same to be discharged of record or bonded to thesatisfaction of Landlord. If Tenant shall fail to cause such lien forthwith tobe so discharged or bonded after being notified of the filing thereof, then, inaddition to any other right or remedy of Landlord, Landlord may bond ordischarge the same by paying the amount claimed to be due, and the amount sopaid by Landlord including reasonable attorney’s fees and expenses incurred byLandlord either defending against such lien or in procuring the discharge ofsuch lien, together with interest thereon shall be due and payable by Tenant toLandlord as an additional charge due and payable immediately upon thepresentation of an invoice by Landlord to Tenant.

 

11.                                **INDEMNIFICATION.**

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Tenant agrees, to theextent not expressly prohibited by law, to pay, and to protect, defend,indemnify and save harmless Landlord from and against all liabilities, damages,costs, expenses (including reasonable attorneys’ fees and expenses), causes ofaction, suits, claims, demands or judgments (collectively, “**Liabilities**”) of any nature whatsoever which may be imposedupon or incurred by or asserted against Landlord by reason of (i) anyaccident, injury to or illness or death of any person, or any damage toproperty occurring on the Premises or in the Building during the Term or whileTenant, Tenant’s agents, employees, invitees or contractors or parties claimingthrough Tenant are in possession of or conducting any activities on thePremises (except to the extent caused by the negligence or willful misconductof Landlord), (ii) any accident, injury to, illness or death of anyperson, or any damage to property (excluding property covered by Landlord’sproperty insurance policies) arising out of the negligence or willfulmisconduct of Tenant or Tenant’s agents, employees, invitees or contractors inany portion of the Project outside the Building during the Term, and (iii) anyfailure by Tenant to perform or comply with any of the terms of this Lease orof any contracts, agreements, restriction, or laws affecting the Premises orany part thereof. The obligations and liabilities of the Tenant under this section shallsurvive the Term of this Lease.

 

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12.                                **INSURANCE.**

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A.                                   Throughoutthe Term and at no cost to the Tenant, the Landlord will maintain fire andcasualty insurance over Building No. 1 in such amounts as it deemsnecessary.

 

B.                                     (i)                                     Tenant,at its expense, will maintain from and after the date of this Lease andthroughout the Term, comprehensive general liability insurance against claimson account of bodily injury, death or property damage incurred upon or adjacentany part of the Premises. Such insurance policy will have limits of not lessthan Three Million and No/100 Dollars ($3,000,000) per occurrence in respect tobodily injury or death and not less than One Million and No/100 Dollars$1,000,000) per occurrence in respect to property damage and providecontractual coverage of Tenant’s liability to Landlord assumed under theindemnification provisions of this Lease. Landlord shall be named as an additionalinsured under the insurance required under this Subsection 12B(i),and the Tenant shall deliver to Landlord a certificate evidencing suchinsurance before the Commencement Date and thereafter upon reasonable request.

 

(ii)                                  Tenant,at its expense, shall maintain and provide throughout the Term insurancecoverage against loss or damage by fire or other risks provided by broad formextended coverage endorsement covering all property and chattels belonging toor under the care, custody or control of Tenant and located within or at thePremises. Landlord shall not be liable for any damage to or loss of suchproperty and chattels, regardless of the cause of such damage or loss.

 

C.                                     Allinsurance required by the Tenant hereunder shall be primary and not excess withany insurance, coinsurance or self insurance maintained by Landlord.Certificates of insurance evidencing the insurance required hereunder shall bedelivered to Landlord on or before the Commencement Date and thereafter uponreasonable request.

 

D.                                    Eachparty hereto expressly waives any and every claim which arises or may arise insuch 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 ordamage to any of such party’s property, located within or upon or constitutinga part of, the Premises or Project, which loss or damage is caused by a perilrequired by this Lease to be covered by the insurance of the party incurringthe loss. Inasmuch as the mutual waivers in this section will preclude theassignment of any claim by way of subrogation (or otherwise) to an insurancecompany (or any other party), each party hereby agrees to give immediately toeach insurance company which has issued to such party policies of propertyinsurance, written notice of the terms of the mutual waivers of subrogation andto have such insurance policies properly endorsed, if necessary, to prevent theinvalidation of the insurance coverages by reason of such waivers.

 

E.                                      If,by reason of any act or omission of Tenant, the rate of any insurancemaintained by Landlord with respect to the Common Areas or the Premises shallbe increased, Tenant shall reimburse Landlord for that portion of the premiumsto be paid by Landlord due to such act or omission as additional rent duehereunder. 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 bethreatened, Landlord shall give prompt notice thereof to Tenant and, providedsuch manner of 

 

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use shall not have been made ofthe Premises by Landlord prior to the date hereof, then Tenant shall indemnifyLandlord against any liability that would have been covered by such canceledinsurance.

 

13.                                **DAMAGE AND DESTRUCTION.**

** **

A.                                   Incase of any material damage to or destruction of any portion of the Premises,Tenant shall promptly give written notice thereof to Landlord. If any portionof the Premises shall be partially damaged by fire or other casualty, thenLandlord, except as otherwise provided herein, shall proceed promptly and withdue diligence to repair and restore the damaged portion to substantially thesame condition and quality as prior to such damage. If any part of the Premisesshall be damaged, but not such a substantial portion thereof as to impairTenant’s ability to conduct Tenant’s business in Tenant’s normal course, thensuch portion thereof as has been rendered untenantable by reason of such damageshall be repaired by Landlord and until such repairs are completed, the BaseRent payable hereunder shall be abated to the extent that such Base Rent forsuch portion relates to the total space for the period from the date of suchdamage to the date when such portion shall have been made tenantable. Tenantunderstands that Landlord will not carry insurance of any kind on Tenant’sproperty, to wit: Tenant’s goods, inventory, furniture or furnishings or anyfixtures, equipment, or improvements, and that Landlord shall not be obligatedto repair any damage thereto or replace the same.

 

B.                                     Inthe event the Premises is totally destroyed or such portion thereof is damagedas will prevent Tenant from conducting Tenant’s business in Tenant’s normalcourse, Landlord, at Landlord’s sole option and expense, may promptly and withdue diligence repair and restore the Premises or the damaged portion thereof tosubstantially the same condition and quality as prior to such damage.

 

(i)                                     Ifin the reasonable opinion of a licensed architect retained by Landlord, thePremises cannot be substantially repaired or restored within forty-five (45)days from the date of damage or destruction, the Lease and the leaseholdinterest herein granted may be terminated by either party by written noticedelivered to the other party within thirty (30) days after the date of receiptof 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 suchtermination. In the event of giving of such notice of termination, this Leaseshall expire as of the date specified in such notice with the same effect as ifsuch 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 ofsuch fire or other casualty, subject to abatement, if any, as and to the extentprovided in Section 13(a) hereof.

 

(ii)                                  Notwithstandingthe provisions of this Section 13(a), in the event the Premises isdestroyed or damaged to the extent of thirty-three percent (33%) or more of thereplacement value thereof during the last two (2) years of the Term orduring the last year of any Option Period of the Lease, then either Tenant orLandlord may elect to terminate this Lease as of the date of such damage ordestruction by giving written notice to the other within sixty (60) days ofsuch damage or destruction except Tenant can negate Landlord’s termination ifTenant exercises any applicable renewal option. If this Lease is terminated asherein provided, then all 

 

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prepaid rent and other chargespaid in advance by Tenant shall be refunded by Landlord to Tenant.

 

14.                                **CONDEMNATION.**

** **

A.                                   Inthe event that at any time during the Term, title to the whole or materiallyall of the Building shall be taken by the exercise of the right of condemnationor eminent domain or by agreement between the Landlord and those authorized toexercise such right, this Lease shall terminate and expire on the date of suchtaking and the rent provided to be paid by the Tenant shall be apportioned andpaid to the date of such taking.

 

B.                                     Tenant,at Tenant’s cost and expense, shall be entitled to separately claim, in anycondemnation proceeding, any damages payable for movable trade fixtures andleasehold improvements paid for and installed by Tenant without anycontribution or reimbursement therefore by Landlord, and for Tenant’s loss ofbusiness, and for Tenant’s relocation costs; provided Landlord’s award is notreduced or otherwise adversely affected thereby.

 

15.                                **SUBORDINATION; NONDISTURBANCE.**

** **

A.                                   UponLandlord’s written request, Tenant will execute and deliver to Landlord anagreement in recordable form subordinating Tenant’s rights to the lien of anymortgage hereafter encumbering the Premises. Tenant, however, will not berequired to subordinate Tenant’s rights hereunder to any mortgage unless anduntil the holder of such mortgage executes and delivers to Tenant a writtenagreement providing in substance (i) that so long as Tenant faithfullydischarges Tenant’s obligations under this Lease, Tenant’s right of possessionto the Premises and other rights under this Lease will not be affected by anydefault by Landlord under any instrument creating or secured by such mortgage,and (ii) that in the event of foreclosure or any other enforcement of suchmortgage, the rights of Tenant hereunder will expressly survive and this Leasewill continue in full force and effect. If any mortgage, trustee or groundlessor shall elect to have this Lease prior to the lien of its mortgage, deedof trust or ground lease, and shall give written notice thereof to Tenant, thisLease 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.                                     Landlordrepresents and warrants that no lien encumbers the Premises on the date of thisLease.

 

16.                                **NONWAIVER.**

** **

Neither a failure byeither party to exercise any of its options hereunder, nor failure to enforceits rights or seek its remedies upon any default, nor the acceptance by theLandlord of any rent accruing before or after any default, shall effect orconstitute a waiver of such party’s right to exercise such option, to enforcesuch right, or to seek such remedy with respect to that default or to any prioror subsequent default.

 

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17.                                **QUIET ENJOYMENT.**

** **

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

 

18.                                **ASSIGNMENT AND SUBLETTING.**

** **

A.                                   Tenantshall not sublet the Premises, nor any part thereof, nor assign, or otherwisedispose of this Lease or any interest therein, or any part thereof, withoutLandlord’s prior written consent in each of the foregoing cases, which consentshall not be unreasonably withheld or delayed. Landlord’s disapproval of aproposed assignee or sublessee will be considered reasonable if the proposedassignee or sublessee is not of a generally comparable quality with Tenant, ifthe proposed use of the Premises is not compatible with the Premises, and ifthe proposed assignee or sublessee is not the same assignee or sublessee as thecase may be, of either Building No. 2 or Building No. 3, currentlyunder lease to the Tenant.

 

B.                                     Notwithstandingthe provisions of Section 18A hereof, Tenant may assign or subletthe Premises, or any portion thereof, without Landlord’s consent, to anycorporation that controls, is controlled by or is under common control withTenant, or to any corporation resulting from the merger or consolidation withTenant, or to any person or entity that acquires all the assets of Tenant as agoing concern of the business that is being conducted on the Premises.  Tenant and any guarantor of the obligationsof Tenant under this Lease shall remain liable despite any assignment orsublease of this Lease by Tenant pursuant to this Section 18.

 

19.                                **ENTRY.**

** **

Landlord, and anymortgagee, and their respective duly authorized representatives shall have theright upon giving Tenant prior written notice to enter the Premises at allreasonable times for the purposes of inspecting the conditions of same, andmaking such repairs, alterations, additions, or improvements thereto as may benecessary or desirable if Tenant fails to do so as required hereunder (but theLandlord shall have no duty whatsoever to make any such inspections, repairs,alterations, additions, or improvements).

 

20.                                **DEFAULT.**

** **

A.                                   Thefollowing shall be defined and deemed as an “**Event ofDefault**” by Tenant: (i) if Tenant shall default in the paymentof the Base Rent and other payments and amounts due Landlord by the Tenantunder 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) ifTenant shall default in the performance or observance of any othernon-financial term, covenant or condition to be performed or observed by Tenantunder 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 suchdefault is of a nature which cannot be corrected in thirty (30) days, if Tenantshall fail to commence to cure same within thirty (30) days and thereafterdiligently pursue such cure to completion, or (iii) if an Event of Default(as that term is defined in each of the Leases referenced in this subsentence(iii)) shall occur in either of the following Leases between the Landlord andTenant: Industrial Lease dated July 13, 2004 covering a portion of thebuilding 

 

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designated as “Building No. 2”located within the Project or Industrial Lease dated as of September 2,2003 covering the building designated at “Building No. 3” located withinthe Project.

 

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

 

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

 

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

 

2)                                      torelet the Premises or any part(s) thereof for such term or terms (which mayextend beyond the Term) and at such rental(s) and upon such other terms andconditions as Landlord in Landlord’s sole discretion may deem advisable. Landlordshall have the right from time to time to make such alterations and repairs asmay be reasonably necessary in order to relet the Premises. Upon each suchreletting all rentals received by the Landlord from such reletting shall beapplied, first, to the payment of any indebtedness (other than rents duehereunder) of Tenant to Landlord, second, to the payment of any costs andexpenses of such reletting, including, without limitation, reasonable attorneys’fees and of the cost of such alterations and repairs, third, to the payment ofrents due and unpaid hereunder; and the residue, if any, shall be held byLandlord and applied in payment of future rents and other payments required tobe 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 toawait the end of the term for a final determination of Tenant’s account, andthe commencement or maintenance of any one or more actions for further accrualspursuant to the provisions of this section. If such rentals to be paid duringthat month by Tenant hereunder, Tenant shall pay any such deficiency toLandlord. Such deficiency shall be calculated and paid monthly subject toLandlord’s right of action(s) or proceeding(s) as aforesaid. Notwithstandingany such reletting without termination, Landlord may at any time thereafterelect to terminate this Lease for such previous breach.

 

(iii)                               ShouldLandlord at any time terminate this Lease for any breach, in addition to anyother remedies Landlord may have, Landlord may recover from Tenant all damagesLandlord may incur by reason of such breach as damages for loss of the bargainand not as a penalty, including the cost of recovering the Premises, reasonableattorneys’ fees, and including the present value determined by using a discountrate of eight percent (8%), at the time of such termination, of the excess ifany, of the amount of rental and charges equivalent to rental reserved in thisLease for the remainder of the Term, over the aggregate rental value of the 

 

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Premises for the remainder ofsuch term, all of which shall be immediately due and payable from Tenant toLandlord. If any laws shall validly limit the amount of the damages providedfor in the immediately preceding sentence to less than the amount above agreedupon, Landlord shall be entitled to the maximum amount allowable under suchlaws.

 

B.                                     Landlordshall not be in default unless Landlord fails to perform obligations requiredof 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 firstmortgage or deed of trust covering the Premises whose name and address shallhave theretofore been furnished to Tenant in writing, specifying whereinLandlord has failed to perform such obligation; provided, however, that if thenature of Landlord’s obligation is such that more than thirty (30) days arerequired of performance then Landlord shall not be in default if Landlordcommences performance within such 30-day period and thereafter diligentlyprosecutes the same to completion. In the event Landlord fails to discharge anyobligation set forth in this Lease on or before the date such obligation orpayment is due, Tenant may, at Tenant’s option, discharge such obligation.Tenant shall use reasonable efforts to mitigate its damages after a default bythe Landlord. In the event Tenant elects to discharge Landlord’s obligation(s),Landlord agrees to reimburse Tenant on demand for the amount of expensesincurred by Tenant.

 

21.                                **ENVIRONMENTAL PROVISIONS.**

** **

A.                                   Forthe purposes of this Section 21, the following shall have the respectivemeanings set forth below:

 

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

 

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

 

(iii)                               “EnvironmentalCondition” 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-RelatedParty” means an employee, agent, contractor, licensee, customer, invitee oraffiliate of Landlord, but specifically excludes Tenant and any 

 

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other lessee or tenant of theProject. “Tenant-Related Party” means an employee, agent, contractor, licensee,customer, invitee or affiliate of Tenant but specifically excludes Landlord.

 

B.                                     Landlordshall defend, indemnify, protect and hold Tenant harmless against Damagesresulting from or arising out of the following Hazardous MaterialsContamination or Environmental Conditions:

 

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

 

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

 

C.                                     Tenantshall defend, indemnify, protect and hold Landlord harmless against all Damagesresulting from or arising out of Hazardous Materials Contamination orEnvironmental Conditions existing or occurring within the Premises or any otherportion of the Building and/or Project and caused by Tenant or a Tenant-RelatedParty, but only to the extent not caused by Landlord or a Landlord-RelatedParty.

 

D.                                    TheTenant shall not store and handle Hazardous Materials at, on, near or withinthe Premises.

 

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

 

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

 

22.                                **SURRENDER OF TENANT.**

** **

A.                                   Tenantwill surrender possession of the Premises and remove all goods and productionequipment 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 takepossession of the Premises pursuant to any provision of this Lease, and Tenantshall leave the Premises broom clean and in good order and condition, ordinarywear and tear excepted, except in the event of termination due to fire or othercasualty pursuant to Section 13 or termination due to condemnationpursuant to Section 14. Tenant shall deliver to Landlord all keys,locks and other fixtures connected with the Premises (such fixtures shallinclude, but are not limited to: HVAC systems and all Tenant improvements) ingood repair, order and condition. In default of such surrender of possessionand removal of goods and chattels at the time aforesaid, Tenant will pay toLandlord the rent set forth in this Lease for such period as Tenant eitherholds over possession of the Premises or allows Tenant’s goods and productionequipment or other personal property at such time to remain in the Premises,and in addition thereto, statutory penalties and all other damages whichLandlord shall suffer by reason of Tenant’s holding over in violation of theterms and provisions of this Lease, including, without limitation, allreasonable claims for damages made by any succeeding tenant or purchase of thePremises against Landlord which may be founded upon 

 

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delay by Landlord in givingpossession of the Premises to such succeeding tenant or purchaser, so far assuch damages are occasioned by the unlawful holding over of Tenant.

 

B.                                     Tenantshall have the absolute right to remove all of Tenant’s goods, productionequipment, and other personal property from the Premises at any time during theTerm.

 

C.                                     Notwithstandingany other term or provision of this Lease to the contrary, Tenant shall beresponsible for the prompt, efficient and total clean-up and removal of all rawmaterials, packaging, waste (solids, solvents, lubricants), and any hazardouswastes placed, abandoned or located on the Premises and the area surroundingthe Premises by Tenant (or any of Tenant’s employees, agent, invitees orsubcontractors) during the Term hereof.

 

D.                                    Theliability and the obligations of Tenant under this section shall survivethe termination of this Lease.

 

23.                                **FORCE MAJEURE.**

** **

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

 

24.                                **SECURITY DEPOSIT.**

** **

No security deposit shallbe required.

 

25.                                **COMMISSIONS.**

 

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

 

26.                                **ESTOPPEL CERTIFICATE.**

 

At any time and from timeto 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 persondesignated by the other a statement in writing certifying that this Lease isunmodified and is in full force and effect, or if there have beenmodifications, that the same is in full force and effect as modified (statingthe modifications), that the other party is not in default in the performanceof its covenants hereunder, or if there have been such defaults, specifying thesame, the dates to which the Rent and other charges have been paid, and suchother matters may be reasonably requested.

 

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27.                                **MISCELLANEOUS PROVISIONS.**

 

A.                                   Allnotices under this Lease shall be in writing and shall be deemed given ifdelivered personally or by overnight courier or if sent by confirmed facsimiletransmitted 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 suchother address as a party may from time to time designate by written noticegiven in accordance with this Section):

 
| TO TENANT:                                                                                       |   | TO LANDLORD:                                                                  |
|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|
|                                                                                             |   |                                                                          |
| Force Protection, Inc  Force Protection Industries, Inc.  9801 Highway 78  Ladson, SC 29456 |   | Aerospace/Defense, Inc.  4838 Jenkins Avenue  North Charleston, SC 29406 |
| ATTN: Ted McQuinn  Fax No: 843-329-0380                                                          |   | ATTN: Jerry Zucker or Jerry Garfinkle  Fax No: (843) 747-4092                 |

 

B.                                     Itis the intention of the parties hereto to create the relationship of Landlordand Tenant, and no other relationship whatsoever, and unless expresslyotherwise provided herein nothing herein shall be construed to make the partieshereto liable for any of the debts, liabilities or obligations of the otherparty.

 

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

 

D.                                    Ifany term or provision of this Lease or the application thereof to any person orcircumstance shall, to any extent, be invalid or unenforceable, the remainderof this Lease, or the application of such term or provision to persons orcircumstances 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 shallbe valid and be enforced to the fullest extent permitted by law.

 

E.                                      Failureon the part of either party to complain of any action or non-action on the partof the other party, no matter how long the same may continue, shall never bedeemed 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 Tenanthereunder shall not be or be deemed to be a waiver by Landlord of any defaultby Tenant, whether or not Landlord knows of such default. No waiver at any timeof any of the provisions hereof by either party shall be construed as a waiverof any of the other provisions hereunder and a waiver at any time of any of theprovisions hereof shall not be construed as a waiver at any subsequent time ofthe same provisions.

 

F.                                      Tenantacknowledges and agrees that the submission of this Lease to Tenant for itsreview and consideration shall not and does not constitute an offer to leasethe Premises. Tenant and Landlord understand and agree that there can be noagreement for the lease 

 

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of the Premises until allparties hereto have signed, delivered and accepted this Lease and any SecurityDeposit required pursuant to Section 24 has been delivered andaccepted.

 

G.                                     Thecaptions of the several Sections and Subsections of this Lease and any table ofcontents are not a part of the context hereof and shall be ignored inconstruing this Lease. They are intended only as aids in locating variousprovisions hereof.

 

H.                                    Nothingcontained in this Lease shall be construed so as to confer upon any other partythe rights of a third party beneficiary except the rights contained herein forthe benefit of a mortgagee of the Landlord and except as provided in the followingSubsection (I).

 

I.                                         Exceptas expressly otherwise provided herein, the terms, covenants and conditionshereof shall inure to the benefit of and shall be binding upon Landlord andLandlord’s successors and assigns and the terms, covenants and indentureshereof shall inure to the benefit of and shall be binding upon Tenant andTenant’s successors, legal representatives, and permitted assigns.

 

J.                                        Thisconstitutes the entire and complete agreement between the parties with respectto its subject matter. This Lease has been mutually negotiated by the partiesand no rule of construction shall be implied based upon the presumeddrafter or author of this Lease.

 

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

 

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

 
| IN THE PRESENCE OF:                          |   |                               |
|----------------------------------------------|--------|------------------------------------|
|                                         |   |                               |
| /s/ illegible     6/7/05 |   |                               | Landlord: |
|                                         |   |                               |
|                                         |   | AEROSPACE/DEFENSE, INC.            |
|                                         |   |                               |
|                                         |   |                               |
|                                         |   | By:                                | /s/ M. Jerry Garfinkle |
|                                         |   | Name:                              | M. Jerry Garfinkle |
|                                         |   | Title:                             | Assistant Secretary 6/7/05 |
|                                         |   |                               |
| IN THE PRESENCE OF:                          |   |                               |
|                                         |   |                               |
| /s/ illegible     6/4/05 |   |                               | Tenant: |
|                                         |   |                               |
|                                         |   | FORCE PROTECTION INDUSTRIES,  INC. |
|                                         |   |                               |
|                                         |   |                               |
|                                         |   | By:                                | /s/ Ted M. McQuinn |
|                                         |   | Name:                              | Ted M. McQuinn |
|                                         |   | Title:                             | President 6/4/05 |
|                                              |        |                                    |  |  |  |  |  |

 

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| IN THE PRESENCE OF:                          |   |   |
|----------------------------------------------|--------|--------|
|                                         |   |   |
| /s/ illegible     6/4/05 |   |   | FORCE PROTECTION INDUSTRIES, |
|                                         |   |   | INC. |
|                                         |   |   |
|                                         |   |   |
|                                         |   | By:    | /s/ Gordon McGilton |
|                                         |   | Name:  | Gordon McGilton |
|                                         |   | Title: | CEO      6/4/05 |
|                                              |        |        |  |  |  |  |

 

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