Exhibit
10.1


 


THIRD AMENDMENT TO
LEASE


 


THIS THIRD AMENDMENT TO LEASE (“Amendment”) effective as of June 1, 2009 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


 


A.                                   By Industrial Lease
effective as of September 2, 2003, the Landlord leased unto Tenant certain
premises known as Building No. 3 situated in an industrial project (the “Project”) located in Ladson (Charleston County), South
Carolina, which instrument was amended by Letter executed on July 18, 2006
and by Second Amendment to Lease effective as of July 1, 2007 (the “Second Amendment”).  The Industrial Lease as
amended by the July 18, 2006 Letter and Second Amendment shall hereinafter
be referenced as the “Lease.”  Each capitalized term used and not otherwise
defined or modified herein shall have the meaning ascribed thereto in the
Lease.


 


B.                                     By Letter dated December 22,
2008, the Tenant notified the Landlord that the Tenant did not desire to
exercise its option to extend the Lease for the first Option Period pursuant to
Section 2C; the Tenant now desires to exercise its option to extend the
Term of the Lease for the first Option Period (due to expire on June 30,
2014) and the Landlord has agreed to such extension.


 


C.                                     The Landlord and Tenant now
wish to enter into this Amendment to amend and extend the Lease according to
the terms, provisions and conditions hereinafter set forth.


 


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


 


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


 


2.                                       Notwithstanding the second sentence of Section 2(c) of
the Lease (which reads “Tenant may exercise the option by notice in writing to
Landlord served at least six (6) months and not more than twelve (12)
months prior to the end of the last year of the Initial Term or the
then-current Option Period, as the case may be”), the parties acknowledge that
the Tenant has exercised its option to extend the Term of the Lease for the
first Option Period which expires on June 30, 2014.


 


3.                                       Section 27(a) of the Lease is
modified by changing the addresses of the parties (for purposes of notice) to
read as follows:


 


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  TO TENANT:

  	
   

  	
  TO LANDLORD: 

  
	
   

  	
   

  	
   

  
	
  Force
  Protection, Inc. 

  Force
  Protection Industries, Inc. 

  9801
  Highway 78 

  Ladson,
  SC 29456 

   

  Attn:
  Michael Moody, President

  	
   

  	
  Aerospace/Defense, Inc.
  

  4838
  Jenkins Avenue 

  North
  Charleston, SC 29405 

   

  Attn:
  Jonathan M. Zucker, President

  
	
   

  	
   

  	
   

  
	
  With a copy to:  

  	
   

  	
  With a copy to:  

  
	
   

  	
   

  	
   

  
	
  Force
  Protection, Inc. 

  Force
  Protection Industries, Inc. 

  9801
  Highway 78 

  Ladson,
  SC 29456 

   

  Attn:
  John F. Wall, III, VP Legal Affairs

  	
   

  	
  Aerospace/Defense, Inc.
  

  4838
  Jenkins Avenue 

  North
  Charleston, SC 29405 

   

  Attn:
  M. Jerry Garfinkle, Senior VP

  



 


4.                                       Section 27 (Miscellaneous
Provisions) is amended by adding new subsections (i) and (j) to read
as follows:


 


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


 


(j)                                     This Lease may only be amended, by a
writing duly executed by authorized officers for both parties.


 


5.                                       This Amendment may be executed in several
counterparts, each of which shall be deemed an original and such counterparts
shall constitute but one and the same instrument.  No party will be bound under this Amendment
until all parties have duly executed this instrument.  If this Amendment or the signature page, as
executed, is transmitted by one party to the other by facsimile transmission or
electronically “pdf” transmission, such transmission shall be deemed an
executed original of this Amendment and of such signature.


 


6.                                       Except as modified by this Amendment, the
Lease remains unchanged.


 


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


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  AEROSPACE/DEFENSE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Jerry Garfinkle

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Senior
  VP 7/27/09

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FORCE
  PROTECTION INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Moody

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  President &
  CEO 7/24/09

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FORCE
  PROTECTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Moody

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  President & CEO 7/24/09

  



 


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