Exhibit
4.2


 


	
  

  	
   

  	
  ROSS
  MILLER 

  	
  Filed
  in the office of

  	
  Document
  Number

  
	
   

  	
  Secretary
  of State 

  	
  /s/
  Ross Miller

  	
   

  	
  20090453485-40

  
	
   

  	
  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:


 


150
shares of Series C 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stock being withdrawn are outstanding.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 C Convertible Preferred Stock


 


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


 


NOW, THEREFORE, BE IT RESOLVED, that it is desirable
and in the best interests of the Corporation to withdraw the Amended and
Restated Certificate of Designation for the Series C 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 the
Amended and Restated Certificate of Designation for the Series C
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
Authorized Officers 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.