**Exhibit10.14**

 

**FOURTH AMENDED AND RESTATED**

**INDUSTRIAL LEASE**

 

THIS FOURTH AMENDED AND RESTATED INDUSTRIALLEASE (**“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 IndustrialLease effective as of January 15, 2006, as amended by instrument dated as ofMay 1, 2006, entitled “First Amendment to Lease” **(“FirstAmendment”**) and further amended by instrument dated as of July 1,2006, entitled “Second Amendment to Lease” (**“SecondAmendment”**), and further amended by instrument dated as of October1, 2006, entitled “Third Amendment to Lease” (**“ThirdAmendment”**), the Landlord leased unto Tenant certain premises withinBuilding No. 1 situated in an industrial project (the **“Project”**)located in Ladson (Charleston County), South Carolina. By the execution of thisinstrument, the parties intend to amend and restate the Lease according to theterms of Subsection 27K of the Lease.

 

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

 

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

 

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

 

2.                                       43,905square feet comprised of two areas of B-Bay in Building No. 1, one areameasuring approximately 105 feet by 137 feet and delineated as “West End of BayB” on Exhibit C to this Lease and the other area measuring approximately90 feet by 364 feet and delineated on Exhibit C less an area measuringapproximately 60 feet by 54 feet (located toward the east end of the ErectionTrench) and delineated as “ASD retain” on Exhibit C, which area is beingretained by the Landlord for the storage of machinery and equipment.

 

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

 

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

 

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

 

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

 

3.                                       In considerationfor amending the Lease as referenced in Recitals 1 and 2 above, the Tenantagrees to amend Paragraph 3A (a) by increasing the Base Rent for the LeasedArea as hereinafter provided.

 

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

 

NOW THEREFORE, in consideration of all therecitals set forth above in the “Recitals” clauses, which are hereby made anintegral 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 asfollows:

 

1.**                                       THEPREMISES.**

 

A.                                   The property herebyleased to the Tenant is a portion of a certain building **(“BuildingNo. 1”** or **“Building”**)which is a part of an industrial development owned by the Landlord and locatedin Ladson, Charleston County, South Carolina (**“Project”**).The term **“Premises”** means and is comprised ofthe following: (i) a portion of the Building outlined and marked “Premises” on ExhibitA 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 SprayBooth shown and marked on Exhibit A as **“PaintBooth,”** the New Blast Booth shown and marked on Exhibit F asthe **“New Blast Booth,”** 100 HP compressorand 75 HP compressor associated therewith (the **“Compressors”**),together with other machinery associated with the Paint Booth, the New BlastBooth 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 useof (y) the radio-controlled overhead/bridge Cranes located above the floor areaof Bays A, B, C and D, together with radio controllers

 

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(1) For clarification, the onlyportions 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 OfficeLease dated as of June 1, 2005, and (b) that portion of Building No. 1 retainedby the Landlord and delineated as “ASD retain” on Exhibit C.

 

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associated with each such crane, and (z) all (approximately 25) jibcranes located throughout Building No. 1, (iii) two outdoor areas for thetesting of vehicles (collectively, the **“Outdoor Testing Areas”**)described as (y) approximately 500 feet of the entrance road (connectingHighway 78 and Stoney Road and located to the east of the common parking areas)(the **“Entrance Road”**) running from a pointadjacent the southeastern corner of the Building No. 3 common parking area andrunning in a southerly direction for 500 feet to a point north of the locationof the Entrance Road across which railroad tracks have been installed — shownas the redline on Exhibit D to this Lease and marked **“Vehicle Brake Test Track”** thereon (the **“Brake TestArea”**) and (z) an approximately 25 foot wide area running westerlyfrom the Entrance Road and continuing around the former pond area (on whichpond area the Landlord is growing pine trees) — shown as the green line on ExhibitD to this Lease and marked **“FPII Vehicle ObstacleCourse”** thereon (the **“Obstacle Course Area”**),and (iv) the Booth Area. The use by the Tenant of the Outdoor Testing Areas andthe Booth Area shall be subject to all of the terms, conditions and provisionsof this Lease and this Amendment, especially including, without limited theforegoing, those provisions contained in the second paragraph of Section 9B ofthis Lease. (The terms Paint Spray Booth and New Blast Booth shall hereinafterbe referenced as the **“Booths.”** TheBooths, Compressors and Cranes, together with the fixtures, machinery and equipmentlisted on Exhibit A-1 shall be included in the definition of and mayhereinafter 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 LeasedArea to and from the area marked “ASD retain” on Exhibit C for thepurpose of placing into or removing from such area machinery and equipment, (b)access to and use of the stairs (marked **“Stairs”** on ExhibitA across the Leased Area to the “ASD retain” area, and (c) access to anduse of the area along the railroad tracks located in the west end of Bay B forthe purpose of storing the Project’s locomotive therein, and (d) access to anduse of the overhead bridge cranes (together with associated controllers) abovethe “ASD retain” area for the purpose of placing into or removing from sucharea machinery and equipment. The **“Wash Area”**marked on Exhibit A is included in the Premises; however, while Tenantmay use the Wash Area as an area for storage, it is understood that (except asotherwise permitted by the Landlord by an amendment to this Lease) the Tenantshall not dispose of any liquids or any other substance into the drains withinthe Wash Area and shall continuously throughout the Term (as defined above)carefully cover these drains to prevent any substances from falling into thedrains. Subject to Paragraph 5B(viii), in connection with the lease of thePremises, the Tenant shall have the right to non-exclusive use in common withthe Landlord and other tenants and occupants of the Project, the **“Common Areas”** (hereinafter defined).

 

B.                                     Tenant representsthat Tenant has examined the physical condition of the Premises (especiallyincluding, without limitation, the Leased Area, Outdoor Testing Areas, theEquipment, and the Booth Area) and has found them satisfactory for all purposeshereof and Tenant accepts the Premises in their present condition, “AS IS.”

 

2.**                                       TERM.**

 

A.                                   The term of thisLease shall expire on July 14, 2008 (**“Initial Term”**).The Initial Term and any extension thereof are hereinafter referred tocollectively as the **“Term.”**

 

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

 

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

 

D.                                    Notwithstanding theforegoing in this Section 2, the Term of this Lease and the term of thatcertain Lease between the parties dated as of July 13, 2004 covering BuildingNo. 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 theterra of the Building No. 2 Lease. For clarification, for the Tenant toexercise its option to renew and extend this Lease under Section 2C above, theTenant shall have also exercised its option to renew for the same 5-year periodpursuant to Section 2C of the Building No. 2 Lease, and if the Building No. 2Lease expires or terminates, this Lease shall also expire and terminate at thesame time. (See also, cross-default provision in Section 20 of this Lease.)

 

3.**                                       BASERENT.**

 

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

 

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

 

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

 

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

 

B.                                     Commencing on July1, 2008 (**“First Adjustment Date”**) and on thefirst day of June at the beginning of each Lease Year thereafter (**“Subsequent Adjustment Date”**) during the Initial Term andany Option Period, the amount of the monthly Base Rent due under this Leaseshall be adjusted to an amount equal to the product of the then-current monthlyBase Rent multiplied by a fraction having as its numerator the Consumer PriceIndex (hereinafter defined) published most recently prior to applicableAdjustment Date and as its denominator the Consumer Price Index published mostrecently prior to Commencement Date. In the event the new Base Rent cannot bedetermined as of the Adjustment Date, Tenant shall continue to pay the BaseRent due during the prior Lease Year until Landlord notifies Tenant of the BaseRent, and,

 

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within ten (10) days after delivery of such notice, Tenant shallreimburse Landlord for any accrued but unpaid increase. In no event shall themonthly Base Rent, as adjusted on any Adjustment Date, be less than threepercent (3%) over the Base Rent payable during the prior Lease Year, norincrease by more than seven percent (7%) over the monthly Base Rent payableduring the prior Lease Year.

 

C.                                     As used herein,the term **“Consumer Price Index”** shall mean thebi-monthly Consumer Price Index published by the Bureau of Labor Statistics ofthe 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 Indexshall no longer be published or cannot be adjusted, then another indexgenerally recognized as authoritative shall be substituted therefore byLandlord, and the term “Consumer Price Index” shall refer to such substitutedindex.

 

D.                                    All monthly BaseRent payments and any other payments due Landlord under this Lease shall bemade without any setoff or deduction whatsoever and without prior notice ordemand 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 fromLandlord to Tenant. Base Rent and other payments due Landlord by the Tenantunder this Lease received more than ten (10) days after the due date of suchpayment shall be subjected to a late penalty of one (1%) percent 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.**

 

A.                                   It is understoodthat utility services at the Project of which the Premises is a part aresupplied at one point of delivery through one meter. Subject to Subsections4A (a), (b) and (c) hereof, Tenant shall reimburse Landlord for Landlord’scost of providing utility services to the Premises on the basis of Tenant’susage of same. With respect to such utility services, the amount for whichLandlord will be reimbursed includes both the consumption factor and so-called “demand”or “standby” factor, if the latter factor is employed for billing purposes bythe company providing the utility service.

 

(a)                                  Provided Tenant onlyconsumes water for personal use and normal maintenance and not for anymanufacturing process, Tenant’s pro rata portion of the Project’s water andsanitary sewer bill will be an amount equal to the product of (1) the totalwater 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 workat the Premises and as its denominator the total number of employees who workin all buildings in the Project. If the Tenant consumes water for anymanufacturing or industrial process, the Tenant’s pro-rata portion of theProject’s

 

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

 

(b)                                 Tenant’s pro ratashare of the county solid waste recycling fee paid by the Project for solidwaste 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 inquestion, multiplied by (2) a fraction having as its numerator the volume ofall trash dumpsters at the Premises picked up during the period in question andas its denominator the volume of all trash dumpsters at all buildings in theProject picked up during the same time period. For purposes of this paragraph,the volume of a trash dumpster picked during a billing period will bedetermined by multiplying the capacity of the trash dumpster in cubic yards bythe 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 waspicked up. It is acknowledged by the parties that the Tenant shall provide theTenant’s own trash dumpsters and shall pay for the hauling of trash therefrom.

 

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

 

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

 

C.                                     If the parties areunable to agree upon Tenant’s usage of utilities, Tenant shall have the optioneither (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) amutually acceptable engineering firm, whose fees will be equally shared byLandlord and Tenant, to determine Tenant’s share of utilities consumed in theProject by usage survey. Tenant will be responsible for the maintenance ofseparate meters or sub-meters. Until any such engineering firm determinesTenant’s share of any disputed utility charges, the Tenant agrees to reimburseall

 

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

 

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

 

5.**                                       ADDITIONALRENT/TAXES AND FEES.**

 

A.                                   If the Leased Areais not a separate tax parcel, Landlord shall pay, prior to delinquency, all “Impositions”(hereinafter defined) which are levied, imposed, or assessed upon or againstthe Leased Area and Project. Tenant covenants to pay to Landlord, as additionalrent, on or before the later to occur of (a) thirty (30) days after receipt ofan 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 prorata share determined by multiplying all the Impositions for the project by afraction having as its numerator the square footage of the Leased Area and asits denominator the total square footage of all buildings in the Project.

 

(i)                                     If the Leased Areais separately assessed and billed, such Impositions shall be paid prior todelinquency by the Tenant directly to the taxing authorities. Tenant shallfurnish to Landlord, promptly after payment of any Impositions paid directly totaxing authorities, official receipts or other satisfactory proof evidencingpayment of such Imposition.

 

(ii)                                  As used herein, theterm **“Impositions”** shall include any form ofreal estate tax or assessment, general, special, ordinary or extraordinary, andany license fee, or commercial rental tax based on the gross rents paidhereunder, levy or tax imposed on the Leased Area by any authority having thedirect or indirect power to tax, including any city, state or federal government,or any school, agricultural, sanitary, fire, street, drainage or to theimprovement district thereof, as against any legal or equitable interest ofLandlord in the Leased Area or in the real property of which the Premises is apart, as against Landlord’s right to rent therefrom (provided such tax isassessed on gross rents payable hereunder), and as against Landlord’s businessof leasing the Leased Area (provided such tax is assessed on gross rentspayable hereunder). With respect to any assessment which under the laws then inforce may be paid in installments, there will be included within the meaning ofthe 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’sheirs, 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 priorto delinquency all taxes assessed against and levied upon the Equipment andupon trade fixtures, furnishings, equipment, inventory and all other personalproperty of Tenant contained in the Leased Area or elsewhere within theProject. When possible, Tenant shall cause such trade fixtures, furnishings,equipment and other personal property to be assessed and billed separately fromthe real property of Landlord. If any of Tenant’s personal property shall beassessed with Landlord’s real property, Tenant shall pay Landlord the taxesattributable to Tenant within thirty (30) days after receipt of a writtenstatement setting forth the taxes applicable to Tenant’s property, togetherwith a copy of the taxiing authority’s billing to Landlord.

 

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

 

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

 

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

 

(i)                                     Common AreaCharges will not include Impositions (unless the Leased Area is aseparate tax parcel), cost of capital improvements or repairs (provided suchrepairs cannot be attributed to Tenant), including, without limitation,repainting of buildings and total repaving of the parking areas, cost of roofrepairs, cost of repairs covered by insurance, cost of constructing leaseholdimprovements for any other lessee of Project, legal or brokerage feesassociated with any lease for space in Project, cost of advertising byLandlord, 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 oramortization payments on any mortgages or deeds of trust or any other debt forborrowed money and amortization of improvements, depreciation of Landlord’soriginal investment in Project, amounts paid by Landlord to affiliates ofLandlord for services in connection with the Common Areas, but only to theextent that any such fees are in excess of the ordinary and reasonable feespaid in arms’ length transactions, amounts expended in remediation of HazardousSubstance contamination in the Common Areas, provided the contamination cannotbe attributed to Tenant or another occupant of the Project, or the cost ofcompliance in the Common Areas with the Americans with Disabilities Act,provided compliance is not related to the use and occupancy of Tenant oranother occupant of the Project.

 

(ii)                                  Tenant’s pro ratashare of Common Area Charges (on an annualized basis) will not increase in anyone calendar year after the first full calendar year of the Term by more thansix percent (6%) of Tenant’s pro rata share of Common Area Charges for theprevious full calendar year.

 

(iii)                               Tenant’s accountantswill have the right to inspect, upon reasonable prior notice and at reasonabletimes and in a reasonable manner, such of Landlord’s books of account andrecords 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 precedingcalendar year, with a breakdown of amounts by major categories of Common AreaCharges and Tenant’s pro rata share and the detail for determining same. Withinthirty (30) days of the receipt of the CAM Statement, Tenant shall pay LandlordTenant’s share of any deficiency in payments made by the Tenant during thepreceding calendar year of Tenant’s proportionate share of the Common AreaCharges; the Tenant shall be entitled to a credit in the next invoice formonthly Base Rent becoming due and payable following the receipt of the CAMStatement for any excess payments of Common Area Charges made by the Tenantduring the preceding calendar year.

 

(v)                                 If the Term commencesother than on January 1, or ends other than on December 31, Tenant’sobligations to pay amounts toward Common Area Charges for such partial calendaryears will be prorated on the basis of the portion of such calendar yearsincluded in the Term. Such proration shall be made by multiplying the totalCommon Area Charges for the partial calendar year in question by a fractionhaving as its numerator the number of days of the Term within the partialcalendar year, and as its denominator “365”.

 

(vi)                              The term **“Common Areas”** as used in this Lease means those internalroads and parking areas of the Project marked “Common Areas” on Exhibit Eor any portions of the Project substituted therefore. Landlord hereby grants toTenant and Tenant’ s customers, invitees and employees for the entire Term, theright to use, in common with Landlord, Landlord’s invitees and employees andwith the other lessees and occupants of Building and their respectivecustomers, invitees and employees, the Common Areas for their intendedpurposes, subject to reasonable rules and regulations (**“Rules andRegulations”**) to be promulgated by Landlord for the convenience andsafety of all of the lessees, occupants and users of the Building; provided,Tenant shall be solely responsible for, and defend, hold harmless

 

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

 

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

 

(viii)                        Landlord shall have the right,at Landlord’s sole cost and expense, to relocate, change, move or alter theCommon Areas, so long as 24-hour ingress to and egress from the Premises is notmaterially disturbed.

 

(ix)                                Landlord shall providetwenty-four (24) hour controlled vehicular access to the Project with on-sitewatch personnel. Each automobile and truck of the Tenant or its employee,invitees and contractors entering the Project (except those cars with specialpermits) shall be required to sign in with Landlord’s watch personnel stationedat the entrance gate located adjacent Building No. 4. Landlord and Tenant shallendeavor to cooperate with each other in an effort to develop a mutuallyacceptable method for controlling access by Tenant and its employees, inviteesand contractors through this gate. Tenant shall pay to Landlord on a monthlybasis 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 watchpersonnel service by a fraction having as its numerator the square footage ofthe Leased Area and as its denominator, the square footage of all buildings inthe Project.

 

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

 

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

 

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

 

6.**                                       GENERALASSISTANCE.**

 

The Tenant shall have the right (i) to seektax, utility and other abatements and economic development incentives coveringthe Leased Area (such as, for example, fee in lieu of real estate and personalproperty taxes, job development credits, rants for improvements by the Tenantto the Leased Area) (collectively, **“Abatements and Incentives”**),and (ii) to contest the amount or validity of Impositions covering the LeasedArea by appropriate administrative and legal proceedings — both (i) and (ii) above,brought either in Tenant’s name, Landlord’s name or jointly with Landlord, asTenant may deem appropriate, by counsel selected and engaged by Tenant.Landlord will execute and deliver to Tenant whatever documents may bereasonably requested by the Tenant to permit the Tenant to seek such Abatementsand Incentives and to contest Impositions or which may be necessary to securepayment of any refund which may result from any such proceedings, and Landlordhereby agrees to cooperate as reasonably requested by the Tenant in suchendeavors by executing such documents as reasonably requested by the Tenant.Tenant agrees to pay to or promptly reimburse Landlord for any expensesincurred by Landlord with regards to or in connection with assisting the Tenantunder this Paragraph 6 in the event Tenant seeks Abatements and Incentivesand/or contest the amount of validity of the amount of Impositions covering theLeased Area. Any refund of amounts previously paid by the Tenant to theLandlord 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 appliedfirst to reimburse the party or parties who brought the proceedings for thecosts incurred with the proceeding (including any reimbursement for costs paidby Tenant to Landlord described above), with the remainder being distributed tothe Tenant until the Tenant has been reimbursed in full for such amountspreviously paid by the Tenant, with the balance, if any, paid to the Landlord.

 

**7.****                                      USE.**

 

A.                                   Tenant shall use theLeased Area for office, warehouse and carpentry space. 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 Leased Area, nor take any otheraction that would constitute a nuisance or would disturb or endanger theLandlord or any other tenants or occupants of the Project or unreasonablyinterfere with their use of the Project. Tenant shall not receive, store orotherwise handle any product, material or merchandise which is explosive orhighly flammable except as strictly permitted under Laws.

 

B.                                     Tenant shall notcommit or suffer to be committed any waste upon or about the Leased Area, theCommon Areas, and the Building.

 

**8.****                                      COMPLIANCEWITH LAWS AND GOVERNMENTAL REGULATIONS.**

 

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

 

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applicable to the business being conducted in the Leased Area. Inparticular, it shall be the sole responsibility of the Tenant to ensure thatthe Paint Booth, the New Blast Booth and all other paint and blast boothsoperated within the Leased Area, as well as throughout the Project, are fullypermitted 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 UnitedStates Federal Government and their respective agencies; the Tenant shalldefend, hold harmless and indemnify the Landlord under Section 11 (Indemnification)from any violation hereof. In addition, the Wash Area shall not be used untiland unless all necessary permits and licenses have been obtained fromappropriate governmental agencies to operate the Project’s oil/water separatorsystem.

 

B.                                     Landlord shall beresponsible for any alteration or improvements or repairs to the Common Areasordered by any governmental authority, provided, however, Tenant shall beobligated to make any alterations, repairs or improvements to the Common Areasthat are necessary because they relate primarily to the occupancy or use ofTenant or Tenant’s business in the Leased Area.

 

**9.****                                      MAINTENANCEAND REPAIR.**

 

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

 

B.                                     Care andMaintenance of the Leased Area. Except as provided in Section 9A, Section13, and Section 14 hereof, Tenant shall promptly throughout the Termat Tenant’s cost and expense, take good care of and maintain the Premises ingood order, operating condition and repair and in neat, clean and safecondition. In meeting its obligations pursuant to this Section 9B,Tenant may repair (rather than replace) any component of the Premises whichTenant is required to maintain unless such component cannot be repaired, inwhich event replacement shall be required. Tenant shall promptly. at Tenant’scost and expense, make all necessary replacements, restorations, renewals andrepairs to portions of the Premises Tenant is required to maintain. Repairs,restorations, renewals and replacements shall, to the extent possible, be atleast equivalent in quality of the original work or the property replaced, asthe case may be.

 

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

 

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utility trenches, the Tenant shall notify the Landlord in writing (the **“Tenant’s Notice”**) and the Landlord shall have the right todesignate in writing those portions of the utility trenches that the Landlorddesires to remain unfilled. For clarification, if, after the Tenant’s Notice isdelivered to the Landlord, the Landlord does not specify in writing to theTenant within ten (10) days of receipt by the Landlord of the Tenant’s Noticewhich trenches the Landlord desires to remain unfilled, the Tenant shall fillall such utility trenches as required above.

 

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

 

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

 

(a)                                  GeneralProvisions

 

(i)                                     The Tenant haspreviously accepted the Outdoor Testing Areas and the Booth Area (collectivelyin this Section 9(D), the “Areas”) in their current “As-Is,” “Where-Is”condition and the Landlord does not make any claims, warranties or promiseswhatsoever about the condition or compliance with law of the Areas. TheLandlord shall not be required to take any action or make any improvementswhatsoever with respect to the Areas or the Booths and the other booths andimprovements constructed by the Tenant upon the Booth Area, The Tenantexpressly acknowledges and agrees that the Landlord shall have no construction,maintenance or repair or replacement obligations with respect to the New BlastBooth and the other booths now existing or to be constructed by the Tenant onor within the Leased Area and the Booth Area. Throughout the period that theAreas 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 ofdebris and trash.

 

(ii)                                  The Tenant shall usethe Outdoor Testing Areas for the sole purpose of daylight testing of vehiclesthat are manufactured within the Project and for on other purpose. Testing of itsVehicles shall occur only during daylight hours. For avoidance of doubt, theTenant shall not allow (a) any vehicles not manufactured within the Project tobe driven or tested on the Outdoor Testing Areas, and (b) any repairs ormaintenance of any vehicles within

 

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

 

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

 

(iv)                              The Tenant shall besolely 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) touse the Booth Area for the construction thereon and maintenance of all paintand sandblasting booths, and (z) to use in a lawful manner the paint andsandblasting booths constructed by or on behalf of the Tenant on or within theBooth Area.

 

(b)                                 BrakeTest Area. It shall be the sole responsibility of the Tenant to clearlydelineate the boundaries of the Brake Test Area and in this regards, the Tenantshall (i) ensure that its vehicles are tested only within the Brake Test Areaand not tested within any other area of the Project (with the sole exception ofthe Obstacle Course Area), (ii) prior to utilizing the Brake Test Area fortesting of its vehicles, install a gate across the Entrance Road at thestarting (northern) end of the Brake Test Area and other clearly-marked cautionbarriers so that those utilizing the Entrance Road and other parts of theProject will not enter into the Brake Test Area during those times that theTenant is testing its vehicles within the Brake Test Area, and (iii) take suchother measures and actions to ensure the safety of the public. A set of keys tothe gate referenced in the preceding sentence shall be provided to theLandlord, who, with other occupants of the Project, or in the case of anemergency, can use that portion of the Entrance Road comprising the Brake TestArea when the Tenant is not testing its vehicles thereon. In addition to therequirements of Section 22 (Surrender of Tenant) as they would apply tothe Brake Test Area, at the termination of the Lease (with respect to the BrakeTest Area), the Tenant shall repave that portion of the Entrance Roadcomprising the Brake Test Area. For clarification, the damage to the EntranceRoad and that portion of the Entrance Road comprising the Brake Test Area causedby the breaking, sudden breaking and road testing of vehicles shall not beconsidered “ordinary wear and tear” and the repaving of the Brake Test Area isintended to repair the damage to the Brake Test Area caused by the Tenanttesting its vehicles thereon.

 

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

 

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west of the ObstacleCourse Areas and the areas within the former pond site (which Obstacle CourseArea surrounds) and without the Obstacle Course Area which the Landlord isusing for the purpose of growing trees. in order to avoid damaging the stormwater ditches of the Project and the seedlings, trees and surface conditions ofthe remainder of the Landlord’s real property (outside the 25-foot wideObstacle Course Area), the Tenant shall not permit anyone driving its vehicleson the Obstacle Course Area to drive outside the Obstacle Course Area, andshall take precautions to ensure that its employees and invitees testing itsvehicles confine themselves to the Obstacle Course Area. It shall be the soleresponsibility of the Tenant to clearly mark and delineate the boundaries ofthe Obstacle Course Area. The Tenant further agrees to install gates andclearly-marked caution barriers to ensure the safety of the public and toprotect the seedlings and trees outside the Obstacle Course Area. To allowLandlord, governmental and regulatory personnel access to the storm water ditchand 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 StoneyRoad. The Tenant further agrees not to (i) damage, obstruct or interfere withany of the storm water ditches within or upon the Project and (ii) allow anydebris, 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 anddamage to trees and seedlings by Tenant or its employees or invitees (withoutthe express prior written permission of the Landlord) shall not be permittedand will be considered a breach of this Lease.

 

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

 

At the termination of the Lease (with respectto the Booth Area), the Tenant shall leave the Booth Area in environmentallyclean 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 isterminated or has expired) in good repair, order and condition.

 

**10.****                               CHANGES,ALTERATIONS AND NEW  CONSTRUCTION BY THETENANT.**

 

A.                                   Tenant shall make nostructural alterations, changes, additions or improvements (collectively **“Alterations”**) in or to the Premises without Landlord’sprior written consent. In the event of Landlord’s consent, any suchAlteration(s) shall be subject to the following:

 

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(i)                                     Any Alterationshall be at the cost and expense of Tenant and shall be made promptly, in agood 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 jurisdictionthere over.

 

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

 

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

 

C.                                     No work whichTenant performs within the Premises or any other portion of the Project orwhich Landlord permits or requires Tenant to perform pursuant to this Lease,whether in the nature of erection, construction, alteration or repair, shall bedeemed to be for the immediate use and benefit of Landlord so that nomaterialmen’s, laborer’s, mechanic’s or other lien shall be alleged against theestate of Landlord by reason of any consent given by Landlord to Tenant toimprove the Premises or the Project. Tenant shall pay promptly all personsfurnishing labor or materials with respect to any work performed by or forTenant in, on or about the Premises. in the event any mechanic’s or other lienshall at any time be filed against the Project (of which the Premises are apart), or any interest therein by reason of any labor, services or materialsperformed or furnished, or alleged to be performed or furnished to or for thebenefit 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 thesatisfaction of Landlord (both as to foam of documentation and as to suretycompany) within thirty (30) days after notice of the filing thereof. If Tenantshall 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, Landlordmay, but shall not he obligated to, discharge the same by paying the amountclaimed to be due or by deposit or bonding proceedings, and the amount so paidor pledged by Landlord, including reasonable attorney’s fees and surety costsincurred by Landlord procuring the discharge of such lien, together withinterest thereon at the rate of eighteen (18%) percent per annum or the highestamount allowed by law, shall be immediately due and payable by Tenant toLandlord upon demand as additional rent(s). Tenant shall indemnify, defend andsave Landlord harmless from and against any and all claims (including but notlimited to claims of unjust enrichment and claims based on quasi-contract),actions, demands, damages, liability and expense, including attorney’s andother professional fees, arising from or related to, wholly or in part,directly or indirectly, any labor, services or materials performed or furnishedor alleged to be performed or furnished to or for the benefit of Tenant or toanyone holding the Premises or the Project through or under Tenant, regardlessof whether such work or material improved or increased the value of thePremises or the Project as a whole.

 

**11.****                               INDEMNIFICATION.**

 

Tenant agrees, to the extent not expresslyprohibited by law, to pay, and to protect, defend, indemnify and save harmlessLandlord and its officers, members, employees and agents from and against allliabilities, damages, costs, expenses (including reasonable attorneys’

 

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fees and expenses), causes of action, suits, claims, demands orjudgments (collectively, “Liabilities”) of any nature whatsoever which may beimposed upon 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 during the Term or while Tenant, Tenant’sagents, employees, invitees or contractors or parties claiming through Tenantare in possession of or conducting any activities on the Premises (except tothe extent caused by the negligence or willful misconduct of Landlord), (ii)any accident, injury to, illness or death of any person, or any damage toproperty (excluding payments for casualties made to Landlord under propertyinsurance maintained by Landlord under Section 12A, but including deductibleamounts under such insurance) arising out of the negligence or willful misconductof Tenant or Tenant’s agents, employees, invitees or contractors in any portionof the Project outside the Premises during the Term, and (iii) any failure byTenant to perform or comply with any of the terms of this Lease or of anycontracts, agreements, restriction, or laws affecting the Premises or any partthereof. The obligations and liabilities of the Tenant under this Section shallsurvive the Term of this Lease and shall not be limited or diminished by theminimum limits of insurance required by the Tenant under Section 12.

 

**12.****                               INSURANCE.**

 

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

 

B.                                     (i)                                     Tenant, at itsexpense, will maintain from and after the date of this Lease and throughout theTerm, comprehensive general liability insurance against claims on account ofbodily injury, death or property damage incurred upon or adjacent any part ofthe Premises. Such insurance policy will have limits of not less than ThreeMillion and No/100 Dollars ($3,000,000) per occurrence in respect to bodilyinjury 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 coverageof Tenant’s liability to Landlord assumed under the indemnification provisionsof this Lease. (Assuming the Tenant has exercised its option to renew thisLease, five (5) years after the Effective Date, the minimum coveragesreferenced in the previous sentence shall increase to $6,000,000 per occurrencein respect to bodily injury or death and $2,000,000 per occurrence in respectto property damage.) Landlord shall be named as an additional insuredunder the insurance required under this Subsection 12B(i), and theTenant shall deliver to Landlord a certificate evidencing such insurance beforethe Effective Date and thereafter upon reasonable request.

 

(ii)                                  Tenant, at itsexpense, shall maintain and provide throughout the Term insurance coverageagainst loss or damage by fire or other risks provided by broad form extendedcoverage endorsement covering all property and chattels belonging to or underthe care, custody or control of Tenant and located within or at the Premisesand covering the Paint Booth, the New Blast Booth and Compressors, all of whichshall at the termination or expiration of this Lease be left by the Tenant ingood repair, order and condition. Landlord shall not be liable for any damageto or loss of such property and chattels under its control or ownership,regardless of the cause of such damage or loss.

 

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C.                                     All insurancerequired by the Tenant hereunder shall be primary and not excess with anyinsurance, coinsurance or self insurance maintained by Landlord. Certificatesof insurance evidencing the insurance required hereunder shall be delivered toLandlord on or before the Commencement Date and thereafter upon reasonablerequest.

 

D.                                    Each party heretoexpressly waives any and every claim which arises or may arise in such party’sfavor against the other party and such party’s shareholders, partners,officers, and employees during the Term for any and all loss of or damage toany 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 bythis 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 ofany claim by way of subrogation (or otherwise) to an insurance company (or anyother party), each party hereby agrees to give immediately to each insurancecompany which has issued to such party policies of property insurance, writtennotice of the terms of the mutual waivers of subrogation and to have suchinsurance policies properly endorsed, if necessary, to prevent the invalidationof the insurance coverages by reason of such waivers.

 

E.                                      If, by reason ofany act or omission of Tenant, the rate of any insurance maintained by Landlordwith respect to the Common Areas or the Premises shall be increased, Tenantshall reimburse Landlord for that portion of the premiums to be paid byLandlord due to such act or omission as additional rent due hereunder. If, dueto the manner of Tenant’s use or occupancy of the Premises, any such insuranceshall be canceled or if cancellation thereof shall be threatened, Landlordshall give prompt notice thereof to Tenant and, provided such manner of useshall 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 beencovered by such canceled insurance.

 

**13.****                               DAMAGEAND DESTRUCTION.**

 

A.                                   In case of anymaterial damage to or destruction of any portion of the Premises(2), Tenantshall promptly give written notice thereof to Landlord. If any portion of thePremises shall be partially damaged by fire or other casualty, then Landlord,except as otherwise provided herein, shall proceed promptly and with duediligence to repair and restore the damaged portion to substantially the samecondition 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 carryinsurance of any kind on Tenant’s property, to wit: Tenant’s goods, inventory,furniture or furnishings or any fixtures, equipment, or improvements, and thatLandlord shall not be obligated to repair any damage thereto or replace thesame.

 

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

 

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

 

(i)                                     If in thereasonable opinion of a licensed architect retained by Landlord, a materialportion of the Premises (meaning more than 20% of the Premises) cannot besubstantially repaired or restored within one hundred (100) days from the dateof damage or destruction, this Lease and the leasehold interest herein grantedmay be terminated by either party by written notice delivered to the otherparty within thirty (30) days after the date of receipt of notice from Landlord’sarchitect setting forth the projected repair period. Notice of termination byeither 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 givingof such notice of termination, this Lease shall expire as of the date specifiedin such notice with the same effect as if such date where the date hereinbeforespecified for the expiration of the Term, and the Base Rent payable hereundershall be apportioned as of such date of such fire or other casualty, subject toabatement, if any, as and to the extent provided in Section 13A hereof.

 

(ii)                                  Notwithstanding theprovisions of this Section 13A, in the event the Premises is destroyedor damaged to the extent of thirty-three percent (33%) or more of thereplacement value thereof during the last two (2) years of the Term or duringthe last two (2) years 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 the renewal option. If this Lease is terminated as herein provided,then all prepaid rent and other charges paid in advance by Tenant shall berefunded by Landlord to Tenant.

 

**14.****                               CONDEMNATION.**

 

A.                                   In the event that atany time during the Term, title to the whole or materially all of the Premisesshall be taken by the exercise of the right of condemnation or eminent domainor by agreement between the Landlord and those authorized to exercise suchright, this Lease shall terminate and expire on the date of such taking and therent provided to be paid by the Tenant shall be apportioned and paid to thedate of such taking.

 

B.                                     Tenant, at Tenant’scost and expense, shall be entitled to separately claim, in any condemnationproceeding, any damages payable for movable trade fixtures and leaseholdimprovements paid for and installed by Tenant without any contribution orreimbursement therefore by Landlord, and for Tenant’s loss of business, and forTenant’s relocation costs; provided Landlord’s award is not reduced orotherwise adversely affected thereby.

 

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**15.****                               SUBORDINATION;NONDISTURBANCE.**

 

A.                                   Upon Landlord’swritten request, Tenant will execute and deliver to Landlord an agreement inrecordable form subordinating Tenant’s rights to the lien of any mortgagehereafter encumbering the Premises. Tenant, however, will not be required tosubordinate Tenant’s rights hereunder to any mortgage unless and until theholder of such mortgage executes and delivers to Tenant a written agreementproviding in substance (i) that so long as Tenant faithfully discharges Tenant’sobligations under this Lease, Tenant’s right of possession to the Premises andother rights under this Lease will not be affected by any default by Landlordunder any instrument creating or secured by such mortgage, and (ii) that in theevent of foreclosure or any other enforcement of such mortgage, the rights ofTenant hereunder will expressly survive and this Lease will continue in fullforce and effect. If any mortgage, trustee or ground lessor shall elect to havethis 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 deemedprior to such mortgage, deed of trust, or ground lease, whether this Lease isdated prior or subsequent to the date of said mortgage, deed of trust or groundlease or the date of recording thereof.

 

B.                                     Landlordrepresents and warrants that no lien currently encumbers the Premises on thedate of this Lease.

 

**16.****                               NONWAIVER.**

 

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

 

**17.****                               QUIETENJOYMENT.**

 

If Tenant pays the rent Tenant is obligatedhereunder to pay, and observes all other terms, covenants and conditionshereof, Tenant may peaceably and quietly have, hold and enjoy the Premisesduring the Term, subject, however, to all the terms of this Lease.

 

**18.****                               ASSIGNMENTAND SUBLETTING.**

 

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

 

B.                                     Notwithstandingthe provisions of Section 18A hereof, Tenant may assign or sublet thePremises, or any portion thereof, without Landlord’s consent but with priorwritten

 

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

 

**19.****                               ENTRY.**

 

Landlord, and any mortgagee, and theirrespective duly authorized representatives shall have the right to enter thePremises at all reasonable times for the purposes of inspecting the conditionsof same, and making such repairs, alterations, additions, or improvementsthereto as may be necessary or desirable if Tenant fails to do so as requiredhereunder (but the Landlord shall have no duty whatsoever to make any suchinspections, repairs, alterations, additions, or improvements).

 

**20.****                               DEFAULT.**

 

A.                                   The following shallbe defined and deemed as an “Event of Default” by Tenant: (i) if Tenant shalldefault 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 anyother section of this Lease, and if Tenant shall fail to cure said defaultwithin 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 otherterm, covenant or condition to be performed or observed by Tenant under thisLease and if Tenant shall fail to cure said default within thirty (30) daysafter receipt of notice of said default from Landlord or if such default is ofa nature which cannot be corrected in thirty (30) days, if Tenant shall fail tocommence to cure same within thirty (30) days and thereafter diligently pursuesuch cure to completion, or (iii) if an Event of Default (as that term isdefined in the Lease referenced in this subsentence (iii)) shall occur in theLease between the Landlord and Tenant dated July 13, 2004 covering a portion ofthe building designated as “Building No. 2” located within the Project.

 

(i)                                     In case of anyEvent of Default hereinbefore provided the Landlord shall have the immediateright of reentry and may remove all persons and property from the Premises bysummary proceedings, force or otherwise. No such reentry or taking possessionof the Premises by Landlord shall be construed as an election on Landlord’spart to terminate this Lease unless a written notice of such intention to begiven to Tenant or unless the termination thereof be decreed by a court ofcompetent jurisdiction.

 

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

 

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

 

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2)                                      to relet thePremises or any part(s) thereof for such term or terms (which may extend beyondthe Term) and at such rental(s) and upon such other terms and conditions asLandlord in Landlord’s sole discretion may deem advisable. Landlord shall havethe right from time to time to make such alterations and repairs as may bereasonably necessary in order to relet the Premises. Upon each such relettingall rentals received by the Landlord from such reletting shall be applied,first, to the payment of any indebtedness (other than rents due hereunder) ofTenant to Landlord, second, to the payment of any costs and expenses of suchreletting, including, without limitation, reasonable attorneys’ fees and of thecost of such alterations and repairs, third, to the payment of rents due andunpaid hereunder; and the residue, if any, shall be held by Landlord andapplied in payment of future rents and other payments required to be made byTenant hereunder as the same may become due and payable hereunder, with theright reserved to Landlord to bring such action(s) or proceeding(s) for therecovery of any deficits remaining unpaid without being obliged to await theend of the term for a final determination of Tenant’s account, and thecommencement 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)                               Should Landlord at anytime terminate this Lease for any breach, in addition to any other remediesLandlord may have, Landlord may recover from Tenant all damages Landlord mayincur by reason of such breach as damages for loss of the bargain and not as apenalty, including the cost of recovering the Premises, reasonable attorneys’fees, and including the present value determined by using a discount rate ofeight percent (8%), at the time of such termination, of the excess if any, ofthe amount of rental and charges equivalent to rental reserved in this Leasefor the remainder of the Term, over the aggregate rental value of the Premisesfor the remainder of such term, all of which shall be immediately due andpayable from Tenant to Landlord. If arty laws shall validly limit the amount ofthe damages provided for in the immediately preceding sentence to less than theamount above agreed upon, Landlord shall be entitled to the maximum amountallowable under such laws.

 

B.                                     Landlord shall notbe in default unless Landlord fails to perform obligations required of Landlordwithin a reasonable time, but in no event later than thirty (30) days afterwritten notice by Tenant to Landlord and to the holder of any first mortgage ordeed of trust covering the Premises whose name and address shall havetheretofore been furnished to Tenant in writing, specifying wherein Landlordhas failed to perform such obligation; provided. however, that if the nature ofLandlord’s obligation is such that more than thirty (30) days are required ofperformance then Landlord shall not be in default if Landlord commencesperformance within such 30-day period and thereafter diligently prosecutes thesame to completion. In the event Landlord fails to discharge any obligation setforth 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 usereasonable efforts to mitigate its damages after a default by the Landlord. Inthe event Tenant elects to discharge Landlord’s obligation(s), Landlord agreesto reimburse Tenant on demand for the amount of expenses incurred by Tenant.

 

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**21.****                               ENVIRONMENTALPROVESIEONS.**

 

A.                                   For the purposes ofthis Section 21, the following shall have the respective meanings setforth 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)                                  “Hazardous MaterialsContamination” means any disposal, transportation, storage, arranging ofdisposal, spillage, discharge, emission, leakage, release or threatened releaseof any Hazardous Materials at, in, on, under, from, about, or affecting thesoil, air, water, fixtures, personal property, animals or buildings.

 

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

 

(iv)                              “Damages” means alldemands, claims, actions, assessments, losses, damages, liabilities, costs andexpenses 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 other lessee ortenant of the Project. “Tenant-Related Party” means an employee, agent,contractor, licensee, customer, invitee or affiliate of Tenant but specificallyexcludes Landlord.

 

B.                                     Landlord shalldefend, indemnify, protect and hold Tenant harmless against Damages resultingfrom or arising out of the following Hazardous Materials Contamination or EnvironmentalConditions:

 

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

 

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

 

C.                                     Tenant shalldefend, 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 Project and caused by Tenant or a Tenant-Related Party, but onlyto the extent not caused by Landlord or a Landlord-Related Party.

 

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

 

E.                                      The obligationsand liabilities of both parties under this Section 21 shall survive theTerm of this Lease.

 

F.                                      The failure byeither party to abide by the terms of this Section 21 shall berestrainable by injunction.

 

**22.****                               SURRENDEROF TENANT.**

 

A.                                   Tenant willsurrender 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 (including the Leased Area, the Booth Area, theOutdoor Testing Areas, the Booths, and all other Equipment) broom clean and ingood order and condition, ordinary wear and tear excepted, except in the eventof termination due to fire or other casualty pursuant to Section 13 ortermination due to condemnation pursuant to Section 14. Tenant shalldeliver to Landlord all keys, locks and other fixtures connected with thePremises (such fixtures shall include, but are not limited to: cranes, theBooths, Compressors, roof fans, bus ducts and lights) in good repair, order andcondition. In default of such surrender of possession and removal of goods andchattels at the time aforesaid, Tenant will pay to Landlord the rent set forthin this Lease for such period as Tenant either holds over possession of thePremises or allows Tenant’s goods and production equipment or other personalproperty at such time to remain in the Premises, and in addition thereto,statutory penalties and all other damages which Landlord shall suffer by reasonof Tenant’s holding over in violation of the terms and provisions of thisLease, including, without limitation, all reasonable claims for damages made byany succeeding tenant or purchase of the Premises against Landlord which may befounded upon delay by Landlord in giving possession of the Premises to suchsucceeding tenant or purchaser, so far as such damages are occasioned by theunlawful holding over of Tenant.

 

B.                                     Subject to Section22(A) above, Tenant shall have the absolute right to remove all of Tenant’sgoods, production equipment, and other personal property from the Premises atany time during the Term.

 

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

 

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

 

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

 

**23.****                               FORCEMAJEURE.**

 

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

 

**24.****                               SECURITYDEPOSIT.**

 

No security deposit shall be required.

 

**25.****                               COMMISSIONS.**

 

Both Landlord and Tenant acknowledge that noreal estate broker is involved with respect to this Lease and the negotiationsthereof. Both parties agree to hold each other harmless from any claims forcommissions arising out of this Lease.

 

**26.****                               ESTOPPELCERTIFICATE.**

 

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

 

**27.****                               MISCELLANEOUSPROVISIONS.**

 

A.                                   All notices underthis Lease shall be in writing and shall be deemed given if deliveredpersonally 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):

 

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| 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 theintention of the parties hereto to create the relationship of Landlord andTenant, and no other relationship whatsoever, and unless expressly otherwiseprovided herein nothing herein shall be construed to make the parties heretoliable 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 ofSouth Carolina. Each of the parties (i) irrevocably consents to the exclusivejurisdiction any state or federal court located within Charleston County, SouthCarolina, and (ii) waives trial by a jury.**

 

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

 

E.                                      Failure on thepart of either party to complain of any action or non-action on the part of theother party, no matter how long the same may continue, shall never be deemed tobe a waiver by either party of any of its rights hereunder. Acceptance byLandlord of the Base Rent or any other charges paid by Tenant hereunder shallnot 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 ofthe provisions hereof by either party shall be construed as a waiver of any ofthe 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 of the Premises until all parties hereto have signed,delivered and accepted this Lease and any Security Deposit required pursuant toSection 24 has been delivered and accepted.

 

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

 

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

 

I.                                         Except asexpressly otherwise provided herein, the terms, covenants and conditions hereofshall inure to the benefit of and shall be binding upon Landlord and Landlord’ssuccessors and assigns and the terms, covenants and indentures hereof shallinure to the benefit of and shall be binding upon Tenant and Tenant’ssuccessors, 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 presumed drafter orauthor of this Lease.

 

K.                                    This Lease may onlybe amended by a writing specifically referencing this Subsection 27K andduly executed by authorized officers for both parties.

 

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

 

IN WITNESS WHEREOF, the parties hereto haveduly executed this instrument under seal as of the day and year first abovewritten.

 
| 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 |
|                     |        |                             |  |  |  |

 

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| IN THE PRESENCE OF: |   |                   |
|---------------------|--------|------------------------|
|                |   |                   |
|                |   | FORCE PROTECTION, INC. |
|                |   |                   |
|                |   |                   |
|                |   | By:                    | /s/ Raymond W. Pollard |
|                |   | Name:                  | Raymond W. Pollard |
|                |   | Title:                 | COO |
|                     |        |                        |  |  |  |

 

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