Exhibit 10.1
FORM OF
SECURITIES PURCHASE AGREEMENT
Dated as of December 20, 2006
by and among
FORCE PROTECTION, INC.
and
THE PURCHASERS LISTED ON EXHIBIT A
TABLE OF CONTENTS
Page
Section
1.
Closing
1
2.
Purchaser's Representations and Warranties
1
3.
Company Representations and Warranties
4
4.
Regulation D Offering
10
5.
Conditions
10
6.
Survival of Representations, Warranties and Agreements
10
7.
Covenants of the Company
10
8.
Covenants of the Company and Purchaser Regarding Indemnification.
12
9.
Registration Rights
13
10.
Miscellaneous.
18
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 20,
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 (together with the
rules and regulations promulgated thereunder, 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
thirteen million (13,000,000) shares (the "Securities") of the Company's common
stock, par value $0.001 (the "Common Stock") for an aggregate purchase price of
up to one hundred fifty-two million seven hundred fifty thousand dollars
($152,750,000) (the "Purchase Price").
The price per share of Common Stock will
equal $11.75 (the "Per Share Price").
NOW, THEREFORE, in consideration of the mutual covenants and other agreements
contained in this Agreement each of the Purchasers, severally and not jointly,
and the Company 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 THAT NUMBER OF SECURITIES INDICATED
ON SUCH PURCHASER'S SIGNATURE PAGE HERETO.
THE PRODUCT OF (A) THE AGGREGATE
NUMBER OF SECURITIES TO BE PURCHASED BY THE PURCHASERS ON THE CLOSING DATE AND
(II) THE PER SHARE PRICE SHALL BE EQUAL TO THE PURCHASE PRICE.
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
WITHIN THREE (3) BUSINESS DAYS OF THE DATE HEREOF (THE "CLOSING").
AS USED IN
THIS AGREEMENT, "CLOSING DATE" MEANS THE DATE OF THE CLOSING.
THE FOLLOWING
DELIVERIES SHALL BE MADE AT THE CLOSING:
(A)
DELIVERIES BY THE PURCHASERS.
AT THE CLOSING, EACH PURCHASER
SHALL DELIVER TO THE COMPANY THE PURCHASE PRICE BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY THE COMPANY AS SET FORTH ON
SCHEDULE I HERETO, WHICH FUNDS WILL BE DELIVERED TO THE COMPANY IN CONSIDERATION
OF THE SECURITIES