**Exhibit 10.11**

 

**FIRST AMENDMENT TO LEASE**

 

THIS FIRST AMENDMENT TO LEASE (**“Amendment”**)effective as of May 1, 2006 by and between **Aerospace/Defense, Inc.,**a South Carolina Corporation (hereinafter call the **“Landlord”**)and **Force Protection Industries, Inc.**and **Force Protection, Inc.,** Nevadacorporations (collectively, the **“Tenant”**).

 

RECITALS

 

1.             ByIndustrial Lease effective as of January 15, 2006 (the **“Lease”**), the Landlord leased unto Tenant certain premiseswithin Building No. 1 situated in an industrial project (the **“Project”**) located in Ladson (Charleston County), SouthCarolina.  By the execution of thisAmendment, the parties intend to amend the Lease according to the terms of Subsection 27Kof the Lease.  Each capitalized term usedand not otherwise defined or modified herein shall have the meaning ascribedthereto in the Lease.

 

2.             Atthe request of the Tenant, the Landlord has agreed to modify the term **“Premises”** by:

 

A.            Adding a total of 35,529 square feetto Paragraph 1A, Clause (i) of the Lease which square footage is comprisedof and added to the definition of **“Leased Area”**as of the dates listed below:

 

(1)                                  468square feet comprised of an area measuring approximately 13 feet times 36 feetfrom the east end of the mezzanine located above D-Bay in Building No. 1as shown on Exhibit A to this Amendment — to become a portion ofthe Leased Area as of May 1, 2006;

 

(2)                                  2,301square feet comprised of an area measuring approximately 39 feet times 59 feetat the southeast corner of C-Bay in Building No. 1 as shown on Exhibit Bto this Amendment — to become a portion of the Leased Area as of May 1,2006;

 

(3)                                  32,760square feet of floor area (not including mezzanine areas) of D-Bay of Building No. 1as follows:

 

(a)                                  9,360square feet comprising an area measuring approximately 117 feet times 80 feetand shown as Area #1 on Exhibit C to this Amendment — to become aportion of the Leased Area as of May 1, 2006;

 

(b)                                 4,680square feet comprising an area measuring approximately 117 feet times 40 feetand shown as Area #2 on Exhibit C to this Amendment — to become aportion of the Leased Area as of May 15, 2006;

 

(c)                                  4,680square feet comprising an area measuring approximately 117 feet times 40 feetand shown as Area #3 on Exhibit C to this 

 

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Amendment — tobecome a portion of the Leased Area as of May 22, 2006;

 

(d)                                 4,680square feet comprising an area measuring approximately 117 feet times 40 feetand shown as Area #4 on Exhibit C to this Amendment — to become aportion of the Leased Area as of May 30, 2006;

 

(e)                                  4,680square feet comprising an area measuring approximately 117 feet times 40 feetand shown as Area #5 on Exhibit C to this Amendment — to become aportion of the Leased Area as of June 6, 2006; and

 

(f)                                    4,680square feet comprising an area measuring approximately 117 feet times 40 feetand shown as Area #6 on Exhibit C to this Amendment — to become aportion of the Leased Area as of June 13, 2006;

 

Forclarification, once all the additional square footage referenced in subsections(1) through (3) above have become added to and a part of the LeasedArea (and therefore the **“Premises”**) ashereinabove provided, the total square footage of Leased Area shall total61,709 square feet (26,180 square feet referenced in Clause (i) ofParagraph 1A of the Lease, plus 35,529 square feet referenced above).

 

B.            Modifying Clause (ii) ofParagraph 1A to read as follows: ... (ii) the fixtures located therein,including the Paint Spray Booth shown and marked on Exhibit A as **“Paint,”** the Sandblast Booth shown and marked on Exhibit Aas **“Blast,”** 100 HP compressor and 75 HPcompress (the **“Compressors”**) and other machineryassociated with the Paint Booth, Sandblast Booth and Compressors as listed on Exhibit A-1,but excluding any overhead cranes located above Bays B and C, but including thenon-exclusive use (to be shared with the Landlord and other tenants andoccupants of Building No. 1) of the radio controlled overhead/bridge cranelocated above the floor area of Bay D (the **“D-Crane”**).

 

The D-Craneshall be included within the definition of **“Equipment”** asthat term is defined in Paragraph 1A of the Lease.

 

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

 

4.             TheLandlord and Tenant now wish to enter into this Amendment to amend the Leaseaccording to the terms, provisions and conditions hereinafter set forth.

 

NOW THEREFORE, in consideration of the mutual promises given one to theother, the parties do hereby covenant and agree to amend and modify the Leaseas follows:

 

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1.             All the recitalsset forth above in the **“Recitals”**clauses are hereby made an integral part of this Agreement.

 

2.             Paragraph 1 (thePremises), Section A, Clause (i) of the Lease is modified byadding 35,529 square feet according to Recital 2A above for a total squarefootage of Leased Area in Building No. 1 of 61,709 square feet.

 

3.             Paragraph 1 (thePremises), Section A, Clause (ii) of the Lease is modifiedaccording to Recital 2B above.

 

4.             For avoidance ofdoubt, the parties acknowledge and reaffirm Paragraph 1B of the Lease underwhich the Landlord makes no representations or warranty as to the condition ofthe Premises and the Tenant represents that Tenant has examined the physicalconditions of the 35,529 square feet to be added to the Leased Area accordingto Paragraph 2 of this Amendment and the D-Crane and its radio-controller to beadded to the Equipment according to Paragraph 3 of this Amendment and has foundthem satisfactory for all purposes hereof and the Tenant accepts the LeasedArea and D-Crane in their present condition, “As-Is.”

 

5.             Paragraph 3A (a) isamended so that the entire subsection (a) shall read as follows:

 

(a)           For the Leased Area -

 

(i)                                   Beginning on theCommencement Date through March 31, 2006 - no Base Rent shall be due.

 

(ii)                                From April 1, 2006through June 30, 2006, the monthly Base Rent shall be $8,181.25 per month.

 

(iii)                             From July 1, 2006through the remainder of the first Lease Year, the monthly Base Rent shall be$19,284.06.

 

There will be no charge for Tenant’s non-exclusive use of the D-Craneand associated controller in consideration for the Tenant agreeing to strictlycomply with the provisions of Paragraph 9C concerning the care and maintenanceof the Equipment, which Equipment, upon the execution of this Amendment, shallinclude the D-Crane (along with the Booths, Compressors and associatedequipment listed on Exhibit A-1 to the Lease).

 

6.             Paragraph 9B of theLease (Care and Maintenance of the Leased Area) is amended by adding thefollowing to the existing Paragraph:

 

It shall also be the responsibility of the Tenant, at its sole cost andexpense to promptly, following the execution of this Amendment, to constructand maintain a 10-foot high chain-link fence between the boundary of the floorarea leased by Tenant in C-Bay and D-Bay of Building No. 1 and theremaining portion of such Bays — for the purpose of delineating the LeasedAreas in such Bays and for security purposes — to protect all machinery,equipment and other items placed therein by the Tenant and according toParagraph 12B(ii) the parties reaffirm that the “Landlord shall not beliable 

 

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for any damage to or loss of such property and chattels, regardless ofthe cause of such damage or loss.”

 

7.             This Amendment maybe executed in several counterparts, each of which shall be deemed an originaland such counterparts shall constitute but one and the same instrument.  If this Amendment or the signature page, asexecuted, is transmitted by one party to the other by facsimile transmission orelectronically “pdf” transmission, such transmission shall be deemed anexecuted original of this Amendment and of such signature.

 

8.             Except as modifiedby this Amendment, the Lease remains unchanged.

 

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

 
|   | LANDLORD:                         |
|--------|-----------------------------------|
|   |                              |
|   | AEROSPACE/DEFENSE, INC.           |
|   |                              |
|   | By:                               | /s/ M. Jerry Garfinkle |
|   |                              |
|   | Its:                              | Assistant Secretary 5/15/06 |
|   |                              |
|   |                              |
|   | TENANT:                           |
|   |                              |
|   | FORCE PROTECTION INDUSTRIES, INC. |
|   |                              |
|   | By:                               | /s/ Gordon R. McGilton |
|   |                              |
|   | Its:                              | CEO 5/3/06 |
|   |                              |
|   |                              |
|   | FORCE PROTECTION, INC.            |
|   |                              |
|   | By:                               | /s/ Raymond Pollard |
|   |                              |
|   | Its:                              | COO 5/5/06 |
|        |                                   |  |  |  |  |

 

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