0001297077-05-000019 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 27th, 2005 • Force Protection Inc • Miscellaneous transportation equipment

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).

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FORM OF COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of Force Protection, Inc.
Force Protection Inc • January 27th, 2005 • Miscellaneous transportation equipment

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Force Protection, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 27th, 2005 • Force Protection Inc • Miscellaneous transportation equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2005, by and among Force Protection, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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