**Exhibit 10.9**

 

**FIRST AMENDMENT TO OFFICE LEASE**

 

THIS FIRST AMENDMENT TO OFFICE LEASE (“**Amendment**”)effective as of July 1, 2007 by and between **Aerospace/Defense, Inc.**,a South Carolina corporation (hereinafter call the “**Landlord**”)and **Force Protection Industries, Inc.**and **Force Protection, Inc.**, Nevadacorporations (collectively, the “**Tenant**”).

 

RECITALS

 

A.            ByOffice Lease effective as of June 1, 2005 (the “**Lease**”),the Landlord leased unto Tenant certain premises within Building No. 1situated in an industrial project (the “**Project**”)located in Ladson (Charleston County), South Carolina. By the execution of thisAmendment, the parties intend to amend the Lease according to the terms of Subsection 27Kof the Lease. Each capitalized term used and not otherwise defined or modifiedherein shall have the meaning ascribed thereto in the Lease.

 

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

 

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

 

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

 

2.             Section 2C ofthe Lease is modified to read as follows:

 

“2C. TheInitial Term of this Lease and any extension thereof may be extended at theoption of the Tenant for four (4) separate and successive periods of five (5) yearseach (each an “**Option Period**”) commencing on theday following 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 notmore than twelve (12) months prior to the end of the last year of the InitialTerm or the then-current Option Period, as the case may be. Conditions toexercising any option to renew this Lease shall be (i) Tenant shall not bein default in the performance of any terms, covenants, or conditions of thisLease, and (ii) Tenant shall have exercised its option to renew and extendthe term of that certain Industrial Lease between the parties hereto dated asof July 13, 2004, covering premises known as Building No. 2 of theProject (the “Building No. 2 Lease”) pursuant to Subsection 2Ctherein. All terms and conditions of this Lease shall be applicable to theOption Period referred to in this Subsection 2C. For clarification,the Term of this Lease and the term of the Building No. 2 Lease shall becoterminous: that is, the Term of this Lease shall be the same as the term ofthe Building No. 2 Lease. For further clarification, for the Tenant toexercise its option to renew and extend this Lease under Section 2C above,the Tenant shall have also exercised its option to renew for the same 5-yearperiod pursuant to Section 2C of the Building No. 2 Lease, and if theBuilding No. 2 Lease expires or terminates, this Lease shall also 

 

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expire and terminate at the same time. (See also, cross-defaultprovision in Section 20 of the Lease.)”

 

3.             The Lease isamended by adding a new Section 6A entitled “**GENERALASSISTANCE**” immediately following Section 6 to read as follows:

 

“6A.        **GENERAL ASSISTANCE.**

 

The Tenantshall have the right (i) to seek tax, utility and other abatements andeconomic development incentives covering the Leased Area (such as, for example,fee in lieu of real estate and personal property taxes, job developmentcredits, grants for improvements by the Tenant to the Leased Area)(collectively, “**Abatements and Incentives**”), and (ii) tocontest the amount or validity of Impositions covering the Leased Area byappropriate 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 Section 6A 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 6A(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.”

 

4.             Section 12B(i) ofthe Lease is modified to read as follows:

 

“B(i) Tenant,at its expense, will maintain from and after the date of this Lease andthroughout the Term, comprehensive general liability insurance against claimson account of bodily injury, death or property damage incurred upon or adjacentany part of the Premises. Such insurance policy will have limits of not lessthan Three Million and No/100 Dollars ($3,000,000) per occurrence in respect tobodily injury or death and not less than One Million and No/100 Dollars$1,000,000) per occurrence in respect to property damage and providecontractual coverage of Tenant’s liability to Landlord assumed under theindemnification provisions of this Lease. (Assuming the Tenant has exercisedits 

 

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option to renew this Lease, five (5) years after the EffectiveDate, the minimum coverages referenced in the previous sentence shall increaseto $6,000,000 per occurrence in respect to bodily injury or death and$2,000,000 per occurrence in respect to property damage.) Landlord shall benamed as an additional insured  under theinsurance required under this Subsection 12B(i), and the Tenantshall deliver to Landlord a certificate evidencing such insurance before theEffective Date and thereafter upon reasonable request.”

 

5.             This Amendment maybe executed in several counterparts, each of which shall be deemed an originaland such counterparts shall constitute but one and the same instrument. No partywill be bound under this Amendment until all parties have duly executed thisinstrument. If this Amendment or the signature page, as executed, istransmitted by one party to the other by facsimile transmission orelectronically “pdf’ transmission, such transmission shall be deemed anexecuted original of this Amendment and of such signature.

 

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

 

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

 
|   | LANDLORD:                          |
|--------|------------------------------------|
|   |                               |
|   | AEROSPACE/DEFENSE,  INC.           |
|   |                               |
|   | By:                                | /s/ M. Jerry  Garfinkle |
|   |                               |
|   | Its:                               | Assistant  Secretary |
|   |                               |
|   |                               |
|   | TENANT:                            |
|   |                               |
|   | FORCE  PROTECTION INDUSTRIES, INC. |
|   |                               |
|   | By:                                | /s/ Michael  Durski |
|   |                               |
|   | Its:                               | CFO |
|   |                               |
|   |                               |
|   | FORCE PROTECTION,  INC.            |
|   |                               |
|   | By:                                | /s/ Raymond  Pollard |
|   |                               |
|   | Its:                               | COO |

 

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