Exhibit 10.1


COMMON STOCK PURCHASE AGREEMENT


Dated as of July 24, 2006


by and among


FORCE PROTECTION, INC.


and


THE PURCHASERS LISTED ON EXHIBIT
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TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  Section 1

  	
   

  	
  Closing

  	
   

  	
  3

  	
   

  
	
  Section 2

  	
   

  	
  Purchaser’s Representations and
  Warranties

  	
   

  	
  3

  	
   

  
	
  Section 3

  	
   

  	
  Company Representations and
  Warranties

  	
   

  	
  6

  	
   

  
	
  Section 4

  	
   

  	
  Regulation D Offering

  	
   

  	
  10

  	
   

  
	
  Section 5

  	
   

  	
  Covenants of the Company

  	
   

  	
  10

  	
   

  
	
  Section 6

  	
   

  	
  Covenants of the Company and
  Purchaser Regarding Indemnification

  	
   

  	
  12

  	
   

  
	
  Section 7

  	
   

  	
  Registration Rights

  	
   

  	
  13

  	
   

  
	
  Section
  8

  	
   

  	
  Miscellaneous

  	
   

  	
  17

  	
   

  



 



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SECURITIES PURCHASE AGREEMENT


THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”),
dated as of July 24, 2006, by and among Force Protection, Inc., a Nevada
corporation (the “Company”), and
the purchasers identified on the signature page hereto (each a “Purchaser” and if more than one, collectively “Purchasers”).


WHEREAS, the Company and the Purchasers are executing and
delivering this Agreement in reliance upon an exemption from securities
registration afforded by the provisions of Section 4(2) and/or Regulation D (“Regulation D”) as promulgated by the United
States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“1933 Act”); and


WHEREAS, the parties desire that, upon the terms and subject
to the conditions contained herein, the Company shall issue and sell to the
Purchasers, as provided herein, and the Purchasers, in the aggregate, shall
purchase up to Forty-Two Million Dollars ($42,000,000) (the “Purchase Price”) of the Company’s $0.001
par value common stock (“Common Stock”
or the “Securities”).  The price per share of common stock will
equal $5.00.


NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Purchasers hereby
agree as follows:


1.             Closing.   Subject to the satisfaction or waiver of the
terms and conditions of this Agreement, on the Closing Date, each Purchaser shall purchase and the Company
shall sell to each Purchaser Common Stock in the principal amount designated on
the signature page hereto.  The aggregate
principal amount of Common Stock to be purchased by the Purchasers on the
Closing Date shall, in the aggregate, be equal to the Purchase Price.  The Closing Date shall be the date that
Purchaser funds representing the net amount due to the Company from the Purchase
Price are transmitted by wire transfer or otherwise to or for the benefit of
the Company.  The consummation of the transactions
contemplated herein shall take place at the offices of Trombly Business Law,
1320 Centre Street, Suite 202, Newton, Massachusetts 02459, upon the
satisfaction of all conditions to Closing set forth in this Agreement (“Closing Date”).


2.             Purchaser’s
Representations and Warranties.  Each
Purchaser hereby represents and warrants to and agrees with the Company only as
to such Purchaser that:


(a)           Organization and
Standing of the Purchaser.  If the
Purchaser is an entity, such Purchaser is a corporation, partnership or other
entity duly incorporated or organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization and has
the requisite corporate power to own its assets and to carry on its business.


(b)           Authorization and
Power.  Each Purchaser has the
requisite power and authority to enter into and perform this Agreement and to
purchase the Securities being sold to it hereunder.  The execution, delivery and performance of
this Agreement by such Purchaser and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate
or partnership action, and no further consent or authorization of such
Purchaser or its Board of Directors, stockholders, partners, members, as the
case may be, is required.  This Agreement
has been duly authorized, executed and delivered by such Purchaser and
constitutes, or shall constitute when executed and delivered, a valid and
binding obligation of the Purchaser enforceable against the Purchaser in
accordance with the terms thereof.



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(c)           No Conflicts.  The execution, delivery and performance of
this Agreement and the consummation by such Purchaser of the transactions
contemplated hereby or relating hereto do not and will not (i) result in a
violation of such Purchaser’s charter documents or bylaws or other
organizational documents or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or obligation to which
such Purchaser is a party or by which its properties or assets are bound, or
result in a violation of any law, rule, or regulation, or any order, judgment
or decree of any court or governmental agency applicable to such Purchaser or
its properties (except for such conflicts, defaults and violations as would
not, individually or in the aggregate, have a material adverse effect on such
Purchaser).  Such Purchaser is not
required to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or to
purchase Common Stock in accordance with the terms hereof, provided that for
purposes of the representation made in this sentence, such Purchaser is
assuming and relying upon the accuracy of the relevant representations and
agreements of the Company herein.


(d)           Information on
Company.   The Purchaser has been
furnished with or has had access at the EDGAR Website of the Commission to the
Company’s Form 10-K for the year ended December 31, 2005 and all periodic
reports filed with the Commission thereafter, but not later than five business
days before the Closing Date (hereinafter referred to as the “Reports”).  In addition, the Purchaser has had an opportunity
to talk with Management of the Company and has received in writing from the
Company such other information concerning its operations, financial condition
and other matters as the Purchaser has requested in writing to the extent
required by Regulation D (such other information is collectively, the “Other
Written Information”), and considered all factors the Purchaser deems material
in deciding on the advisability of investing in the Securities.


(e)           Information on
Purchaser.  The Purchaser is an “accredited
investor”, as such term is defined in Regulation D promulgated by the
Commission under the 1933 Act, is experienced in investments and business
matters, has made investments of a speculative nature and has purchased
securities of United States publicly-owned companies in private placements in
the past and, with its representatives, has such knowledge and experience in
financial, tax and other business matters as to enable the Purchaser to utilize
the information made available by the Company to evaluate the merits and risks
of and to make an informed investment decision with respect to the proposed
purchase of the Securities, which represents a speculative investment.  The Purchaser has the authority and is duly
and legally qualified to purchase and own the Securities.  The Purchaser is able to bear the risk of
such investment for an indefinite period and to afford a complete loss
thereof.  The information set forth on the
signature page hereto regarding the Purchaser is accurate.


(f)            Purchase of Common
Stock.  On the Closing Date, the
Purchaser will purchase Common Stock as principal for its own account for
investment only and not with a view toward, or for resale in connection with,
the public sale or any distribution thereof, but Purchaser does not agree to
hold the Securities for any minimum amount of time.


(g)           Compliance with
Securities Act.  The Purchaser
understands and agrees that the Securities have not been registered under the
1933 Act or any applicable state securities laws, by reason of their issuance
in a transaction that does not require registration under the 1933 Act (based
in part on the accuracy of the representations and warranties of Purchaser
contained herein), and that such Securities must be held indefinitely unless a
subsequent disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such registration.  Notwithstanding anything to the contrary
contained in this Agreement, such Purchaser may transfer (without restriction
and without the need for an opinion of counsel) the Securities to its
Affiliates (as defined below) provided that each such 



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Affiliate
is an “accredited investor” under Regulation D and such Affiliate agrees to be
bound by the terms and conditions of this Agreement. For the purposes of this
Agreement, an “Affiliate” of any person or entity means any other person or
entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such person or entity.  Affiliate when employed in connection with
the Company includes Subsidiary of the Company. 
For purposes of this definition, “control” means the power to direct the
management and policies of such person or firm, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.


(h)           Common Stock
Legend.  The Common Stock shall bear
the following or similar legend:


“THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THESE SHARES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FORCE
PROTECTION, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”


 (i)           Communication
of Offer.  The offer to sell the
Securities was directly communicated to the Purchaser by the Company.  At no time was the Purchaser presented with
or solicited by any leaflet, newspaper or magazine article, radio or television
advertisement, or any other form of general advertising or solicited or invited
to attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.


(j)            Authority; Enforceability.  This Agreement and other agreements delivered
together with this Agreement or in connection herewith have been duly
authorized, executed and delivered by the Purchaser and are valid and binding
agreements enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity; and Purchaser has full corporate power and
authority necessary to enter into this Agreement and such other agreements and
to perform its obligations hereunder and under all other agreements entered
into by the Purchaser relating hereto.


(k)           No Governmental
Review.  Each Purchaser understands
that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the
Securities or the suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.


(l)            Correctness of
Representations.  Each Purchaser
represents as to such Purchaser that the foregoing representations and
warranties are true and correct as of the date hereof and, unless a Purchaser
otherwise notifies the Company prior to the Closing Date, shall be true and
correct as of the Closing Date.


(m)          Survival.  The foregoing representations and warranties
shall survive the Closing Date until three years after the Closing Date.


(n)           Prohibited
Transactions.  During
the thirty (30) days preceding the date hereof, no Purchaser nor any affiliate
of such Purchaser, foreign or domestic, has, directly or indirectly, 



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effected
or agreed to effect any Short Sale (as defined below), whether or not against
the box, established any “put equivalent position” (as defined in Rule 16a-1(h)
under the 1934 Act) with respect to the Common Stock, borrowed or pre-borrowed
any shares of Common Stock, or granted any other right (including, without
limitation, any put or call option) with respect to the Common Stock or with
respect to any security that includes, relates to or derived any significant
part of its value from the Common Stock or otherwise sought to hedge its
position in the Securities (each, a “Prohibited Transaction”).  Prior to the earliest to occur of (i) the
termination of this Agreement or (ii) the date the SEC declares the
Registration Statement effective, each Purchaser shall not, and shall cause its
affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction
nor (b) any sale, assignment, pledge, hypothecation, put, call, or other
transfer of any of the shares of Common Stock or other securities of the
Company acquired hereunder unless such transaction complies with the applicable
securities laws.  For purposes hereof, “Short
Sale” shall mean all “short sales” as defined in Rule 200 of Regulation SHO
under the Exchange Act.


3.             Company Representations and Warranties.  The Company represents and warrants to and
agrees with each Purchaser that except as set forth in the Reports or the Other
Written Information and as otherwise qualified in the Transaction Documents:


(a)           Due
Incorporation.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the requisite corporate
power to own its properties and to carry on its business is disclosed in the
Reports.  The Company is duly qualified
as a foreign corporation to do business and is in good standing in each
jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary, other than those jurisdictions in which the
failure to so qualify would not have a Material Adverse Effect.  For purpose of this Agreement, a “Material Adverse Effect” shall mean a material adverse
effect on the financial condition, results of operations, properties or
business of the Company taken individually, or in the aggregate, as a
whole.  For
purposes of this Agreement, “Subsidiary”
means, with respect to any entity at any date, any corporation, limited or
general partnership, limited liability company, trust, estate, association,
joint venture or other business entity) of which more than 50% of
(i) the outstanding capital stock having (in the absence of contingencies)
ordinary voting power to elect a majority of the board of directors or other
managing body of such entity, (ii) in the case of a partnership or limited
liability company, the interest in the capital or profits of such partnership or
limited liability company or (iii) in the case of a trust, estate,
association, joint venture or other entity, the beneficial interest in such
trust, estate, association or other entity business is, at the time of
determination, owned or controlled directly or indirectly through one or more
intermediaries, by such entity.


(b)           Outstanding
Stock.  All issued and outstanding
shares of capital stock of the Company and each of the  Subsidiaries have been duly authorized and
validly issued and are fully paid and nonassessable.


(c)           Authority; Enforceability.  This Agreement and any other agreements
delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity.  The
Company has full corporate power and authority necessary to enter into and
deliver the Transaction Documents and to perform its obligations thereunder.


(d)           Additional Issuances.   There are no outstanding agreements or
preemptive or similar rights affecting the Company’s common stock or equity and
no outstanding rights, 



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warrants or options to
acquire, or instruments convertible into or exchangeable for, or agreements or
understandings with respect to the sale or issuance of any shares of common
stock or equity of the Company or other equity interest in any of the
Subsidiaries of the Company except as described on Schedule
5(d).  The Common stock of the
Company on a fully diluted basis outstanding as of the last trading day
preceding the Closing Date is set forth on Schedule 5(d).


(e)           Consents.  No consent, approval, authorization or order
of any court, governmental agency or body or arbitrator having jurisdiction
over the Company, the OTC Bulletin Board (the “Bulletin
Board”) nor the Company’s shareholders is required for the execution
by the Company of the Transaction Documents and compliance and performance by
the Company of its obligations under the Transaction Documents, including,
without limitation, the issuance and sale of the Securities.  The Transaction Documents and the Company’s
performance of its obligations thereunder have been approved unanimously by the
Company’s directors.


(f)            No Violation or Conflict.  Assuming the representations and warranties
of the Purchasers in Section 4 are true and correct, neither the issuance and
sale of the Securities nor the performance of the Company’s obligations under
this Agreement and all other agreements entered into by the Company relating
thereto by the Company will violate, conflict with, result in a breach of, or
constitute a default (or an event which with the giving of notice or the lapse
of time or both would be reasonably likely to constitute a default) under (A)
the articles or certificate of incorporation, charter or bylaws of the Company,
(B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule,
regulation or determination applicable to the Company of any court,
governmental agency or body, or arbitrator having jurisdiction over the Company
or any of its subsidiaries or over the properties or assets of the Company, (C)
the terms of any bond, debenture, note or any other evidence of indebtedness,
or any agreement, stock option or other similar plan, indenture, lease,
mortgage, deed of trust or other instrument to which the Company or
subsidiaries is a party, by which the Company or subsidiaries is bound, or to
which any of the properties of the Company or any of its Affiliates or
subsidiaries is subject, or (D) the terms of any “lock-up” or similar provision
of any underwriting or similar agreement to which the Company, or any of its
Affiliates or subsidiaries is a party except the violation, conflict, breach,
or default of which would not have a Material Adverse Effect on the Company.


(g)           The Securities.  The Securities upon issuance:


(i)            are, or will be,
free and clear of any security interests, liens, claims or other encumbrances,
subject to restrictions upon transfer under the 1933 Act and any applicable
state securities laws;


(ii)           when issued as described in this
Agreement, will be duly and validly issued, fully paid and nonassessable and,
if registered pursuant to the 1933 Act and resold pursuant to an effective
registration statement, will be free trading and unrestricted;


(iii)          will not have been
issued or sold in violation of any preemptive or other similar rights of the
holders of any securities of the Company;


(iv)          will not subject the
Purchasers thereof to personal liability by reason of being such holders
provided Purchaser’s representations herein are true and accurate and
Purchasers take no actions or fail to take any actions required for their
purchase of the Securities to be in compliance with all applicable laws and
regulations; and


(v)           will have been
issued in reliance upon an exemption from the registration requirements of and
will not result in a violation of Section 5 under the 1933 Act.



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(h)           Litigation. 
Other than as described in the Reports, there is no pending or, to the
best knowledge of the Company, threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company, or any of its Affiliates that would
affect the execution by the Company or the performance by the Company of its
obligations under the Transaction Documents. 
Except as disclosed in the Reports, there is no pending or, to the best
knowledge of the Company, basis for or threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company, or any of its Affiliates which litigation
if adversely determined would have a Material Adverse Effect.


(i)            Reporting Company. 
The Company is a publicly-held company subject to reporting obligations
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of common shares
registered pursuant to Section 12(g) of the 1934 Act.  Pursuant to the provisions of the 1934 Act,
the Company has timely filed all reports and other materials required to
be filed thereunder with the Commission during the preceding twenty-four
months.


(j)            No
Market Manipulation.  The Company has
not taken, and will not take, directly or indirectly, any action designed to,
or that might reasonably be expected to, cause or result in stabilization or
manipulation of the price of the Common Stock of the Company to facilitate the
sale or resale of the Securities or affect the price at which the Securities
may be issued or resold.


(k)           Information Concerning Company.  The Reports contain all material information
relating to the Company and its operations and financial condition as of their
respective dates and all the information required to be disclosed therein.   Since the last day of the fiscal year of the
most recent audited financial statements included in the Reports (“Latest Financial Date”), and except as modified in the Other
Written Information or in the Schedules hereto, there has been no Material
Adverse Event relating to the Company’s business, financial condition or
affairs not disclosed in the Reports. The Reports do not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances when made.


(l)            Stop
Transfer.  The Securities, when
issued, will be restricted securities.  The
Company will not issue any stop transfer order or other order impeding the
sale, resale or delivery of any of the Securities, except as may be required by
any applicable federal or state securities laws and unless contemporaneous
notice of such instruction is given to the Purchaser.


(m)          Defaults.   The Company is not in violation of its
articles of incorporation or bylaws.  The
Company is (i) not in default under or in violation of any other material
agreement or instrument to which it is a party or by which it or any of its
properties are bound or affected, which default or violation would have a
Material Adverse Effect on the Company, (ii) not in default with respect to any
order of any court, arbitrator or governmental body or subject to or party to any
order of any court or governmental authority arising out of any action, suit or
proceeding under any statute or other law respecting antitrust, monopoly,
restraint of trade, unfair competition or similar matters, or (iii) to its
knowledge not in violation of any statute, rule or regulation of any
governmental authority which violation would have a Material Adverse Effect on
the Company.


(n)           No
Integrated Offering.  Neither the
Company, nor any of its Affiliates, nor any person acting on its or their behalf,
has directly or indirectly made any offers or sales of any security or
solicited any offers to buy any security under circumstances that would cause
the offer of the Securities pursuant to this Agreement to be integrated with
prior offerings by the Company for purposes of the 1933 Act or any applicable
stockholder approval provisions, including, without limitation, under the rules
and regulations of the Bulletin Board. 
Nor will the Company or any of its Affiliates or 



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subsidiaries take any action or steps that would cause
the offer or issuance of the Securities to be integrated with other
offerings.  The Company will not conduct
any offering other than the transactions contemplated hereby that will be
integrated with the offer or issuance of the Securities.


(o)           No
General Solicitation.  Neither the
Company, nor any of its Affiliates, nor to its knowledge, any person acting on
its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the 1933 Act) in
connection with the offer or sale of the Securities.


(p)           Listing.  The Company’s common stock is quoted on the
Bulletin Board under the symbol FRPT. 
The Company has not received any oral or written notice that its common
stock is not eligible nor will become ineligible for quotation on the Bulletin
Board nor that its common stock does not meet all requirements for the
continuation of such quotation.  The
Company satisfies all the requirements for the continued quotation of its
common stock on the Bulletin Board.


(q)           No
Undisclosed Liabilities.  The Company
has no liabilities or obligations which are material, individually or in the
aggregate, which are not disclosed in the Reports and Other Written
Information, other than those incurred in the ordinary course of the Company’s
businesses since December 31, 2005 and which, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect other than as
set forth in Schedule 5(q).


(r)            No
Undisclosed Events or Circumstances. 
Since December 31, 2005, no event or circumstance has occurred or exists
with respect to the Company or its businesses, properties, operations or
financial condition, that, under applicable law, rule or regulation, requires
public disclosure or announcement prior to the date hereof by the Company but
which has not been so publicly announced or disclosed in the Reports.


(s)           Capitalization.   The
authorized and outstanding capital stock of the Company and Subsidiaries as of
the date of this Agreement and the Closing Date (not including the Securities)
are set forth on Schedule 5(d).  Except as set forth on Schedule
5(d), there are no options, warrants, or rights to subscribe to,
securities, rights or obligations convertible into or exchangeable for or
giving any right to subscribe for any shares of capital stock of the Company or
any of its Subsidiaries.  All of the
outstanding shares of Common Stock of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable.


(t)            Additional Financing. Concurrent with this transaction, the
Company is separately negotiating the financing described on Schedule 5(t).


(u)           Dilution.   The Company’s executive officers and
directors understand the nature of the Securities being sold hereby and
recognize that the issuance of the Securities will have a potential dilutive
effect on the equity holdings of other holders of the Company’s equity or
rights to receive equity of the Company. 
The board of directors of the Company has unanimously concluded, in its
good faith business judgment that the issuance of the Securities is in the best
interests of the Company.


(v)           No Disagreements with Accountants and Lawyers.  There are no disagreements of any kind
presently existing, or reasonably anticipated by the Company to arise, between
the Company and the accountants and lawyers formerly or presently employed by
the Company, including but not limited to disputes or conflicts over payment
owed to such accountants and lawyers.


(w)          DTC Status/Transfer
Agent.  The Company’s transfer agent
is eligible to participate in and the Common Stock is eligible for transfer
pursuant to the Depository Trust Company 



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Automated
Securities Transfer Programs.  The name,
address, telephone number, fax number, contact person and email address of the
Company transfer agent are set forth on Schedule 5(w)
hereto.


(x)            Investment
Company.   Neither the Company nor
any Affiliate is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


(y)           Subsidiary
Representations.   The Company makes
each of the representations contained in Sections 5(a), (b), (d), (e), (f),
(h), (k), (m), (q), (r), (s), (u) and (w) of this Agreement, as same relate to
each Subsidiary of the Company, with the same qualifications to each such
representation.


(z)            Correctness of Representations.  The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in
all material respects, and, unless the Company otherwise notifies the
Purchasers prior to the Closing Date, shall be true and correct in all material
respects as of the Closing Date.


(aa)         Disclosure of Transaction. 
The Company shall issue a press release describing the material terms of
the transaction contemplated hereby (the “Press Release”) as soon as
practicable after the Closing Date but in no event not later than 9:00 A.M.
Eastern Time on the first Trading Day following the Closing Date.  The Company shall also file with the
Commission a Current Report on Form 8-K (the “Form 8-K”) describing the
material terms of the transactions contemplated hereby (and attaching as
exhibits thereto this Agreement and the Press Release) as soon as practicable
following the Closing Date but in no event more than two (2) Trading Days
following the Closing Date, which Press Release and Form 8-K shall be subject
to prior review and comment by the Purchasers. 
“Trading Day” means any day during which the Nasdaq Capital
Market shall be open for trading.


4.             Regulation D Offering.  The offer and issuance of the Securities to
the Purchasers is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) of the 1933
Act and/or Rule 506 of Regulation D promulgated thereunder.  On the Closing Date, the Company will provide
an opinion reasonably acceptable to Purchaser from the Company’s legal counsel
opining on the availability of an exemption from registration under the 1933
Act as it relates to the offer and issuance of the Securities and other matters
reasonably requested by Purchasers.


5.             Covenants of the Company.  The Company covenants and agrees with the
Purchasers as follows:


(a)           Stop Orders.  The Company will advise the Purchasers, as
soon as practicable but, in any event, within one business day after the
Company receives notice of issuance by the Commission, any state securities
commission or any other regulatory authority of any stop order or of any order
preventing or suspending any offering of any securities of the Company, or of
the suspension of the qualification of the Common Stock of the Company for
offering or sale in any jurisdiction, or the initiation of any proceeding for
any such purpose.


(b)           Listing.   The Company shall promptly secure the
listing of the Common Stock upon each national securities exchange, or
automated quotation system upon which they are or become eligible for listing
(subject to official notice of issuance) and shall maintain such listing for
one year after Closing.  The Company will
maintain the listing of its Common Stock on the American Stock Exchange, Nasdaq
SmallCap Market, Nasdaq National Market System, Bulletin Board, or New York
Stock Exchange (whichever of the foregoing is at the time the principal trading
exchange or market for the Common Stock (the “Principal
Market”)), and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the
Principal Market, as applicable. 



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The Company will
provide the Purchasers copies of all notices it receives notifying the Company
of the threatened and actual delisting of the Common Stock from any Principal
Market.  As of the date of this Agreement
and the Closing Date, the Bulletin Board is and will be the Principal Market.


(c)           Market
Regulations.  The Company shall
notify the Commission, the Principal Market and applicable state authorities,
in accordance with their requirements, of the transactions contemplated by this
Agreement, and shall take all other necessary action and proceedings as may be required
and permitted by applicable law, rule and regulation, for the legal and valid
issuance of the Securities to the Purchasers and promptly provide copies
thereof to Purchaser.


(d)           Reporting
Requirements.  From the date of this
Agreement until one year after the Closing Date, the Company will (v) cause its
Common Stock to continue to be registered under Section 12(b) or 12(g) of the
1934 Act, (x) comply in all respects with its reporting and filing obligations
under the 1934 Act, (y) comply with all reporting requirements that are
applicable to an issuer with a class of shares registered pursuant to Section
12(b) or 12(g) of the 1934 Act, as applicable, and (z) comply with all
requirements related to any registration statement filed pursuant to this Agreement.  The Company will use its best efforts not to
take any action or file any document (whether or not permitted by the 1933 Act
or the 1934 Act or the rules thereunder) to terminate or suspend such
registration or to terminate or suspend its reporting and filing obligations
under said acts until two (2) years after the Closing Date.  Until one year after Closing, the Company
will use its best efforts to continue the listing or quotation of the Common
Stock on the Principal Market or other market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or
rules of the Principal Market.  The
Company agrees to timely file a Form D with respect to the Securities if
required under Regulation D.


(e)           Use of Proceeds.  The Purchase Price may not and will not be
used for accrued and unpaid officer and director salaries, payment of financing
related debt, redemption of outstanding notes or equity instruments of the
Company, litigation related expenses or settlements, nor non-trade obligations
outstanding on a Closing Date.


(f)            Reserved.


(g)           Taxes.  From the date of this Agreement and until one
year after the Closing Date, the Company will promptly pay and discharge, or
cause to be paid and discharged, when due and payable, all lawful taxes,
assessments and governmental charges or levies imposed upon the income,
profits, property or business of the Company; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity thereof shall
currently be contested in good faith by appropriate proceedings and if the
Company shall have set aside on its books adequate reserves with respect
thereto, and provided, further, that the Company will pay all such taxes,
assessments, charges or levies forthwith upon the commencement of proceedings
to foreclose any lien which may have attached as security therefore.


(h)           Insurance.  From the date of this Agreement and until one
year after the Closing Date, the Company will keep its assets which are of an
insurable character insured by financially sound and reputable insurers against
loss or damage by fire, explosion and other risks customarily insured against
by companies in the Company’s line of business, in amounts sufficient to
prevent the Company from becoming a co-insurer and not in any event less than
one hundred percent (100%) of the insurable value of the property insured; and
the Company will maintain, with financially sound and reputable insurers,
insurance against other hazards and risks and liability to persons and property
to the extent and in the manner customary for companies in similar businesses
similarly situated and to the extent available on commercially reasonable
terms.



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(i)            Books and
Records.  From the date of this
Agreement and until one year after the Closing Date, the Company will keep true
records and books of account in which full, true and correct entries will be
made of all dealings or transactions in relation to its business and affairs in
accordance with generally accepted accounting principles applied on a
consistent basis.


(j)            Governmental
Authorities.   From the date of this
Agreement and until one year after the Closing Date, the Company shall duly
observe and conform in all material respects to all valid requirements of
governmental authorities relating to the conduct of its business or to its
properties or assets.


(k)           Intellectual
Property.  From the date of this
Agreement and until one year after the Closing Date, or (ii) until all the
Common Stock have been resold or transferred by all the Purchasers pursuant to
the Registration Statement or pursuant to Rule 144, without regard to volume
limitations, the Company shall maintain in full force and effect its corporate
existence, rights and franchises and all licenses and other rights to use
intellectual property owned or possessed by it and reasonably deemed to be
necessary to the conduct of its business.


(l)            Properties.  For one year after the Closing Date, the
Company will keep its properties in good repair, working order and condition,
reasonable wear and tear excepted, and from time to time make all necessary and
proper repairs, renewals, replacements, additions and improvements thereto; and
the Company will at all times comply with each provision of all leases to which
it is a party or under which it occupies property if the breach of such
provision could reasonably be expected to have a Material Adverse Effect.


(m)          Confidentiality/Public
Announcement.  For one year after the
Closing Date, the Company agrees that except in connection with a Form 8-K or
the Registration Statement, it will not disclose publicly or privately the
identity of the Purchasers unless expressly agreed to in writing by a Purchaser
or only to the extent required by law.


6.             Covenants
of the Company and Purchaser Regarding Indemnification.


(a)           The Company agrees
to indemnify, hold harmless, reimburse and defend the Purchasers, the
Purchasers’ officers, directors, agents, Affiliates, counsel, control persons,
and principal shareholders, against any claim, cost, expense, liability,
obligation, loss or damage (including reasonable legal fees) of any nature,
incurred by or imposed upon the Purchaser or any such person which results,
arises out of or is based upon (i) any material misrepresentation by Company or
breach of any warranty by Company in this Agreement, or other agreement
delivered pursuant hereto; or (ii) after any applicable notice and/or cure
periods, any breach or default in performance by the Company of any covenant or
undertaking to be performed by the Company hereunder, or any other agreement
entered into by the Company and Purchaser relating hereto.


(b)           Each Purchaser
agrees to indemnify, hold harmless, reimburse and defend the Company and each
of the Company’s officers, directors, agents, Affiliates, counsel, control
persons against any claim, cost, expense, liability, obligation, loss or damage
(including reasonable legal fees) of any nature, incurred by or imposed upon
the Company or any such person which results, arises out of or is based upon (i)
any material misrepresentation by such Purchaser in this Agreement or in any
Exhibits or Schedules attached hereto, or other agreement delivered pursuant
hereto; or (ii) after any applicable notice and/or cure periods, any breach or
default in performance by such Purchaser of any covenant or undertaking to be
performed by such Purchaser hereunder, or any other agreement entered into by
the Company and Purchasers, relating hereto.



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(c)           In no event shall
the liability of any Purchaser or permitted successor hereunder or under any
other agreement delivered in connection herewith be greater in amount than the
dollar amount of the net proceeds actually received by such Purchaser upon the
sale of Registrable Securities (as defined herein).


(d)           The procedures set
forth in Section 7.6 shall apply to the indemnification set forth in Sections 6
(a) and 6 (b) above.


71.           Registration
Rights.  The Company shall file with
the Commission a Form S-3 registration statement (the “Registration
Statement”) (or such other form that it is eligible to use) in order
to register the Registrable Securities for resale and distribution under the
1933 Act within thirty (30) calendar days after the Closing Date (the “Filing Date”), and cause to be declared effective not later
than one hundred and twenty (120) calendar days after the Closing Date (the “Effective Date”).  The
Company will register all of the Common Stock issued pursuant to this
Agreement. (the “Registerable Securities”).


7.2.          Registration Procedures.  The Company will, as expeditiously as
possible:


(a)           subject to the
timelines provided in this Agreement, prepare and file with the Commission a
registration statement required by Section 7, with respect to such securities
and use its best efforts to cause such registration statement to become and
remain effective for the period of the distribution contemplated thereby
(determined as herein provided), promptly provide to the holders of the
Registrable Securities copies of all filings and Commission letters of comment
and notify Purchasers (by telecopier and by e-mail addresses provided by
Purchasers) on or before the first business day thereafter that the Company
receives notice that (i) the Commission has no comments or no further comments
on the Registration Statement, and (ii) the registration statement has been
declared effective;


(b)           prepare and file
with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective until such registration statement
has been effective for a period of two (2) years, and comply with the
provisions of the 1933 Act with respect to the disposition of all of the
Registrable Securities covered by such registration statement in accordance
with the Sellers’ intended method of disposition set forth in such registration
statement for such period;


(c)           make available to
the Sellers, at the Company’s expense, such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or their disposition of the securities covered by
such registration statement or make them electronically available;


(d)           use its commercially
reasonable best efforts to register or qualify the Registrable Securities
covered by such registration statement under the securities or “blue sky” laws
of New York and such jurisdictions as the Sellers shall request in writing,
provided, however, that the Company shall not for any such purpose be required
to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of
process in any such jurisdiction;


(e)           if applicable, list
the Registrable Securities covered by such registration statement with any
securities exchange on which the Common Stock of the Company is then listed;


(f)            notify the
Purchasers as soon as possible but, in any event, within one business day of
the Company’s becoming aware that a prospectus relating thereto is required to
be 



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delivered under the 1933 Act, of the
happening of any event of which the Company has knowledge as a result of which
the prospectus contained in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing or which becomes
subject to a Commission, state or other governmental order suspending the
effectiveness of the registration statement covering any of the Registrable
Securities;


(g)           provided same would
not be in violation of the provision of Regulation FD under the 1934 Act, make
available for inspection by the Sellers, 
and any attorney, accountant or other agent retained by the Seller or
underwriter, all publicly available, non-confidential financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company’s officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the seller,
attorney, accountant or agent in connection with such registration statement;
and


(h)  make available to the Sellers copies of the
Registration Statement and amendments thereto two (2) business days prior to
the filing thereof with the Commission.


7.3.          Provision of Documents.  In connection with each registration
described in this Section 7, each Seller will furnish to the Company in writing
such information and representation letters with respect to itself and the
proposed distribution by it as reasonably shall be necessary in order to assure
compliance with federal and applicable state securities laws.  At the request of the Company, Sellers will
provide the Company with a completed Selling Shareholder Questionnaire within
five business days following Closing. 
Sellers will respond in writing to any requests from the SEC for information,
whether asked for in a comment letter or orally via the Company or Company
counsel within two business days after the Company or its representatives have
notified the Sellers of the request.


7.4.          Non-Registration Events.  The Company and the Purchasers agree that the
Sellers will suffer damages if the Registration Statement is not filed by the
Filing Date and not declared effective by the Commission by the Effective Date,
and the registration statement required under Section 7 is not filed within 60
days after written request and declared effective by the Commission within 120
days after such request, and maintained in the manner and within the time
periods contemplated by Section 7 hereof, and it would not be feasible to
ascertain the extent of such damages with precision.  Accordingly, if (A) the Registration
Statement is not filed on or before the Filing Date, (B) is not declared
effective on or before the Effective Date, (C) due to the action or inaction of
the Company the Registration Statement is not declared effective within three
(3) business days after receipt by the Company or its attorneys of a written or
oral communication from the Commission that the Registration Statement will not
be reviewed or that the Commission has no further comments, or (D) the
registration statement described in Section 7 is filed and declared effective
but shall thereafter cease to be effective without being succeeded within
fifteen (15) business days by an effective replacement or amended registration
statement or for a period of time which shall exceed thirty (30) days in the
aggregate per year (defined as every rolling period of 365 consecutive days
commencing on the Actual Effective Date (each such event referred to in clauses
A through D of this Section 7.4 is referred to herein as a “Non-Registration Event”), then the Company shall deliver to
the holder of Registrable Securities, as Liquidated Damages,
an amount equal to one and one third percent (1 1/3%) (to four decimal places
or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any
period of less than thirty (30) days) of the Purchase Price of the outstanding
Common Stock which are subject to such Non-Registration Event on the first day
of each thirty (30) day or shorter period for which Liquidated Damages are
calculable.  The Company must pay the
Liquidated Damages in cash.  The
Liquidated Damages must be paid within ten (10) days after the end of each
thirty (30) day period or shorter part thereof for which Liquidated Damages are
payable.  In the event a Registration
Statement is filed by the Filing Date but is withdrawn prior to being declared
effective by the Commission, then such Registration Statement will be deemed to
have not been filed and Liquidated 



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Damages will be calculated
accordingly.  All oral or written
comments received from the Commission relating to the Registration Statement
must be satisfactorily responded to as soon as possible, but in any event,
within fifteen (15) business days after receipt of comments from the Commission.  Notwithstanding the foregoing, the Company
shall not be liable to the Purchaser under this Section 7.4 for any events or
delays occurring as a consequence of the acts or omissions of the Purchasers
contrary to the obligations undertaken by Purchasers in this Agreement.  Liquidated Damages will not accrue nor be
payable pursuant to this Section 7.4 nor will a Non-Registration Event be
deemed to have occurred for times during which Registrable Securities are transferable
by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933
Act.


7.5.          Expenses.  All expenses incurred by the Company in
complying with Section 7, including, without limitation, all registration and
filing fees, printing expenses (if required), fees and disbursements of counsel
and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or “blue sky” laws, fees of the National Association of
Securities Dealers, Inc., transfer taxes, and fees of transfer agents and
registrars, are called “Registration Expenses.”
All underwriting discounts and selling commissions applicable to the sale of
Registrable Securities are called “Selling Expenses.”  The Company will pay all Registration
Expenses in connection with the registration statement under Section 7.  Selling Expenses in connection with each
registration statement under Section 7 shall be borne by the Seller and may be
apportioned among the Sellers in proportion to the number of shares sold by the
Seller relative to the number of shares sold under such registration statement
or as all Sellers thereunder may agree.


7.6.          Indemnification
and Contribution.


(a)           In the event of a
registration of any Registrable Securities under the 1933 Act pursuant to
Section 7, the Company will, to the extent permitted by law, indemnify and hold
harmless the Seller, each officer of the Seller, each director of the Seller,
each underwriter of such Registrable Securities thereunder and each other
person, if any, who controls such Seller or underwriter within the meaning of
the 1933 Act, against any losses, claims, damages or liabilities, joint or
several, to which the Seller, or such underwriter or controlling person may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such Registrable
Securities was registered under the 1933 Act pursuant to Section 7, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances when made, and will subject to the provisions of Section 7.6(c)
reimburse the Seller, each such underwriter and each such controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable to the Seller to the
extent that any such damages arise out of or are based upon an untrue statement
or omission made in any preliminary prospectus if (i) the Seller failed to send
or deliver a copy of the final prospectus delivered by the Company to the
Seller with or prior to the delivery of written confirmation of the sale by the
Seller to the person asserting the claim from which such damages arise, (ii)
the final prospectus would have corrected such untrue statement or alleged
untrue statement or such omission or alleged omission, or (iii) to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
so made in conformity with information furnished by any such Seller, or any
such controlling person in writing specifically for use in such registration
statement or prospectus.



 15














 


 


(b)           In the event of a
registration of any of the Registrable Securities under the 1933 Act pursuant
to Section 7, each Seller severally but not jointly will, to the extent
permitted by law, indemnify and hold harmless the Company, and each person, if
any, who controls the Company within the meaning of the 1933 Act, each officer
of the Company who signs the registration statement, each director of the
Company, each underwriter and each person who controls any underwriter within
the meaning of the 1933 Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such officer, director,
underwriter or controlling person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement under which such Registrable Securities were registered under the
1933 Act pursuant to Section 7, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Company and each such officer, director,
underwriter and controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the Seller will be
liable hereunder in any such case if and only to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with information pertaining to such Seller, as such,
furnished in writing to the Company by such Seller specifically for use in such
registration statement or prospectus.


(c)           Promptly after
receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 7.6(c) and shall only relieve it from any liability which
it may have to such indemnified party under this Section 7.6(c), except and
only if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent
it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 7.6(c) for any reasonable legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected,
provided, however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, the indemnified parties,
as a group, shall have the right to select one separate counsel and to assume
such legal defenses and otherwise to participate in the defense of such action,
with the reasonable expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the indemnifying
party as incurred.


(d)           In order to provide
for just and equitable contribution in the event of joint liability under the
1933 Act in any case in which either (i) a Seller, or any controlling person of
a Seller, makes a claim for indemnification pursuant to this Section 7.6 but it
is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 7.6 provides for indemnification
in such case, or (ii) 



 16
 






 



 


contribution under the 1933 Act may be
required on the part of the Seller or controlling person of the Seller in
circumstances for which indemnification is not provided under this Section 7.6;
then, and in each such case, the Company and the Seller will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that the Seller is
responsible only for the portion represented by the percentage that the public
offering price of its securities offered by the registration statement bears to
the public offering price of all securities offered by such registration
statement, provided, however, that, in any such case, (y) the Seller will not be
required to contribute any amount in excess of the public offering price of all
such securities sold by it pursuant to such registration statement; and (z) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) will be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation.


8.             Miscellaneous.


(a)           Notices.  All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur.  The addresses for
such communications shall be: (i) if to the Company, to: Force Protection,
Inc., 9801 Highway 78, #3, Ladson, SC 29456, telecopier: (843) 553-3832, with a
copy by telecopier only to: Amy Trombly, Esq., Trombly Business Law, 1320
Centre Street, Suite 202, Newton Center, MA 02459, Fax: (617) 243-0066, and (ii) if to the Purchasers, to: the
one or more addresses and telecopier numbers indicated on the signature pages
hereto.


(b)           Entire Agreement;
Assignment.  This Agreement and other
documents delivered in connection herewith represent the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties.  Neither the Company nor the Purchasers have
relied on any representations not contained or referred to in this Agreement
and the documents delivered herewith.  
No right or obligation of the Company shall be assigned without prior
notice to and the written consent of the Purchasers.


(c)           
Counterparts/Execution.  This
Agreement may be executed in any number of counterparts and by the different signatories
hereto on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and the
same instrument.  This Agreement may be
executed by facsimile signature and delivered by facsimile transmission.


(d)           Law Governing
this Agreement.  This Agreement shall
be governed by and construed in accordance with the laws of the State of South
Carolina without regard to principles of conflicts of laws.  Any action brought by either party against
the other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of New York or in the federal courts located
in the state of New York.  The parties and the individuals executing this
Agreement 



 17
 






 



 


and
other agreements referred to herein or delivered in connection herewith on
behalf of the Company agree to submit to the jurisdiction of such courts and
waive trial by jury.  The prevailing party shall be entitled to
recover from the other party its reasonable attorney’s fees and costs.  In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.


(e)           Specific
Enforcement, Consent to Jurisdiction. 
The Company and Purchaser acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity.  Subject to Section 8(d) hereof, each of the
Company, Purchaser and any signator hereto in his personal capacity hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction in New York of such
court, that the suit, action or proceeding is brought in an inconvenient forum
or that the venue of the suit, action or proceeding is improper.  Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.


(f)            Independent
Nature of Purchasers.   The Company acknowledges that the
obligations of each Purchaser under the Transaction Documents are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall
be responsible in any way for the performance of the obligations of any other
Purchaser under the Transaction Documents.  The Company acknowledges that
the decision of each Purchaser to purchase Securities has been made by such
Purchaser independently of any other Purchaser and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company which may have been made
or given by any other Purchaser or by any agent or employee of any other
Purchaser, and no Purchaser or any of its agents or employees shall have any
liability to any Purchaser (or any other person) relating to or arising from
any such information, materials, statements or opinions.  The Company
acknowledges that nothing contained in any Transaction Document, and no action
taken by any Purchaser pursuant hereto or thereto (including, but not limited
to, the (i) inclusion of a Purchaser in the Registration Statement and (ii)
review by, and consent to, such Registration Statement by a Purchaser) shall be
deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction
Documents.  The Company acknowledges that each Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation,
the rights arising out of the Transaction Documents, and it shall not
be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.  The Company acknowledges that it has elected
to provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because Company was required or requested to
do so by the Purchasers.  The Company acknowledges that such procedure
with respect to the Transaction Documents in no way creates a presumption that
the Purchasers are in any way acting in concert or as a group with respect to
the Transaction Documents or the transactions contemplated thereby.


(h)           Equal Treatment.   No consideration shall be offered or paid to
any person to amend or consent to a waiver or modification of any provision of
the Transaction Documents unless the same consideration is also offered and
paid to all the parties to the Transaction Documents.



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SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT


Please
acknowledge your acceptance of the foregoing Subscription Agreement by signing
and returning a copy to the undersigned whereupon it shall become a binding
agreement between us.


	
   

  	
  FORCE PROTECTION, INC.

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Gordon McGilton

  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Dated: July    , 2006

  
				



 


	
  PURCHASER

  	
   

  	
  PURCHASE
  PRICE

  
	
   

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)