**Exhibit4.3**

 
|        |                                                                                                           | ROSS  MILLER                                        | Filed  in the office of                                                         | Document  Number   |
|--------|----------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|---------------------------------------------------------------------------------|--------------------|
|   | Secretary  of State                                                                                            | /s/  Ross Miller                                    |                                                                            | **20090453483-28** |
|   | 204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website:  www.nvsos.gov | Ross  Miller

Secretary  of State

State  of Nevada | Filing  Date and Time

**06/01/2009  9:15 am**

Entity  Number

**C33579-2004** |
|        |                                                                                                                |                                                     |                                                                                 |                    |  |

 

**Certificateof Withdrawal ofCertificate of Designation**(PURSUANT TO NRS 78 1955(6))

 
| USE  BLACK INK ONLY - DO NOT HIGHLIGHT |   | ABOVE  SPACE IS FOR OFFICE USE ONLY |
|----------------------------------------|--------|-------------------------------------|

 

**Certificate of Withdrawal ofCertificate of Designation for Nevada Profit Corporations****(Pursuant to NRS 78.1955(6))**

 

1.             Name of corporation:

 

ForceProtection, Inc.

 

2.             Following is the resolution by theboard of directors authorizing the withdrawal of Certificate of Designationestablishing the classes or series of stock:

 

20,000shares of Series D 6% Convertible Preferred Stock.

SeeExhibit A attached hereto.

 

 

3.             No shares of the class or series ofstock being withdrawn are outstanding.

 

4.             Signature: (required)

 

 
| /s/ Lenna Ruth Macdonald |   |
|--------------------------|--------|
| Signature of Officer     |   |

 

**Filing Fee: $175.00**

 

**IMPORTANT:**     Failure toinclude any of the above information and submit with the proper fees may causethis filing to be rejected.

 
| *This form must be  accompanied by appropriate fees.* |   | Nevada Secretary of State  Withdrawal of Designation |
|-------------------------------------------------------|--------|------------------------------------------------------|
|                                                  |   | Revised:  3-12-09                                    |

 

----

 

**ExhibitA**

**to theCertificate of Withdrawal**

**ofCertificate of Designation**

**ForForce Protection, Inc.**

 

 

***Series D 6% Convertible PreferredStock***

 

WHEREAS, there are no shares of theCorporation's Series D 6% Convertible Preferred Stock outstanding, nor is theCorporation under any obligation to issues shares of its Series D 6%Convertible Preferred Stock.

 

NOW,THEREFORE, BE IT RESOLVED, thatit is desirable and in the best interests of the Corporation to withdraw theCertificate of Designation for the Series D 6% Convertible Preferred Stock forForce Protection, Inc. from the Secretary of State of the State of Nevada;

 

FURTHERRESOLVED, that, pursuant to Section 78.1955 of Chapter 78 of the Nevada RevisedStatutes, the Corporation be and hereby is authorized to file a certificatewith the Secretary of State of the State of Nevada authorizing the withdrawalof the Certificate of Designation for the Series D 6% Convertible PreferredStock of Force Protection, Inc.; such certificate authorizing withdrawal to beeffective as the date of filing with the Secretary of State of the State of Nevada; and

 

FURTHER,RESOLVED, that the President and Chief Executive Officer, the Chief FinancialOfficer, the General Counsel and the Corporate Secretary (collectively, the “AuthorizedOfficers” and each individually an “AuthorizedOfficer”)be, and each of them acting individually hereby is, authorized, for and onbehalf of the Corporation, to execute and deliver such instruments, documentsor certificates, and to take all such other actions, as the Authorized Officerexecuting or performing the same deems necessary or appropriate in order toeffectuate in full the purposes andintent of the foregoing resolutions.

 

----