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.
10.
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 NEW YORK 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