Exhibit
4.3


 


	
  

  	
   

  	
  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

  
						



 


Certificate
of Withdrawal of

Certificate 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 of

Certificate of Designation 

for Nevada Profit Corporations 

(Pursuant to NRS 78.1955(6))


 


1.             Name of corporation:


 


Force
Protection, Inc.


 


2.             Following is the resolution by the
board of directors authorizing the withdrawal of Certificate of Designation
establishing the classes or series of stock:


 


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


See
Exhibit A attached hereto.


 


 


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stock being withdrawn are outstanding.


 


4.             Signature: (required)


 


 


	
  /s/ Lenna Ruth Macdonald

  	
   

  
	
  Signature of Officer

  	
   

  



 


Filing Fee: $175.00


 


IMPORTANT:     Failure to
include any of the above information and submit with the proper fees may cause
this filing to be rejected.


 


	
  This form must be
  accompanied by appropriate fees.

  	
   

  	
  Nevada Secretary of State
  Withdrawal of Designation

  
	
   

  	
   

  	
  Revised:
  3-12-09

  



 

















 


Exhibit
A 


to the
Certificate of Withdrawal 


of
Certificate of Designation 


For
Force Protection, Inc.


 


 


Series D 6% Convertible Preferred
Stock


 


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


 


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


 


FURTHER
RESOLVED, that, pursuant to Section 78.1955 of Chapter 78 of the Nevada Revised
Statutes, the Corporation be and hereby is authorized to file a certificate
with the Secretary of State of the State of Nevada authorizing the withdrawal
of the Certificate of Designation for the Series D 6% Convertible Preferred
Stock of Force Protection, Inc.; such certificate authorizing withdrawal to be
effective 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 Financial
Officer, the General Counsel and the Corporate Secretary (collectively, the “Authorized
Officers” and each individually an “Authorized  Officer”)
be, and each of them acting individually hereby is, authorized, for and on
behalf of the Corporation, to execute and deliver such instruments, documents
or certificates, and to take all such other actions, as the Authorized Officer
executing or performing the same deems necessary or appropriate in order to
effectuate in full the purposes and
intent of the foregoing resolutions.