Amended and Restated Certificate of Designation for Series C Convertible Preferred Stock of Force Protection, Inc.

Summary

This document is an amended and restated certificate of designation for the Series C Convertible Preferred Stock issued by Force Protection, Inc. It outlines the rights and preferences of Series C shareholders, including liquidation preferences, voting rights, and conversion options. Series C holders have priority in liquidation, specific voting powers, and the ability to convert their shares into Series B Preferred Stock or Common Stock under certain conditions and timelines. The agreement also details the mechanics and rates of conversion, as well as adjustments in the event of corporate reorganizations.

EX-4.2 4 doc4.txt Exhibit 4.2 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION SERIES C CONVERTIBLE PREFERRED STOCK FORCE PROTECTION, INC. FORCE PROTECTION, INC., a Colorado corporation (the "Corporation"), pursuant to the Colorado Corporations & Associations Act, does hereby make this Amended & Restated Certificate of Designation, and the undersigned, being an officer of the Corporation does hereby certify that the following Resolutions have been duly adopted by the Corporation and are in full force and effect: RESOLVED, that, pursuant to Article Third, Section B of the Articles of Incorporation of the Company, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional, and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of One Hundred Fifty (150) shares, without par value, to be designated "Series C Convertible Preferred Stock" (the "Series C Stock"). RESOLVED, that each share of the Series C Stock shall rank equally in all aspects and shall be subject to the following terms and provisions: 1. Preference on Liquidation. ---------------------------- In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Company, Series C Stock shall have preferential rights to Series B Convertible Preferred Stock ("Series B Stock") whereby Series C Stock shall get a one hundred and fifty percent (150%) return on its capital, after which time Series B Stock and Series C Stock shall participate, on a pro rata basis, based on the number of shares of the Company's common stock (the "Common Stock") into which the Series B Stock and the Series C Stock are convertible at the time of the liquidation, distribution of assets, dissolution or winding-up. 2. Voting Rights. --------------- Actions Requiring Separate Votes of Series C Stock. For so long as shares of Series C Stock remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of a majority of the outstanding Series C Stock shall be necessary for effecting or validating the following actions: (a) Any amendment, alteration, or repeal of any provision of the Articles of Incorporation or Bylaws of the Corporation or any other action that materially and adversely alters or changes the voting powers, preferences, or other special rights or privileges, or restrictions of the Series C Stock, subject to Section 3(a) below; or (b) Any increase in the authorized number of shares of Series C Stock. 3. Conversion. ----------- The holders of the Series C Stock shall have the following rights with respect to the conversion of the Series C Stock into shares of Common Stock (the "Conversion Rights"): (a) Conversion to Series B Convertible Preferred Stock. Subject to and in compliance with the provisions of this Section 3, any shares of Series C Stock may, prior to September 30, 2004, at the option of the holder, be converted into fully paid and non-assessable shares of Series B Convertible Preferred Stock. The conversion rate will be ten shares of Series C Stock for one share of Series B Convertible Preferred Stock. No fractional shares of Series B Convertible Preferred Stock will be issuable except in one half (1/2) share increments. (b) Conversion to Common Stock. Subject to and in compliance with the provisions of this Section 3, any shares of Series C Stock may, after December 27, 2005, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a "Voluntary Conversion"); provided, however, that any shares that have not been voluntarily converted as of December 27, 2006 shall automatically convert into fully paid and nonassessable shares of Common Stock on that date, or the next business day should such date fall on a weekend or holiday (an "Automatic Conversion" and, together with a Voluntary Conversion, a "Conversion"); provided however that in its discretion, the Board of Directors of the Corporation may by Resolution and without further action by the Series C Shareholders extend the date of such Automatic Conversion. The number of shares of Common Stock to which a holder of Series C Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the "Series C Stock Conversion Rate" then in effect (determined as provided in Section 3(b)) by the number of shares of Series C Stock being converted. (c) Series C Stock Conversion Rate. The conversion rate in effect at any time for conversion of the Series C Stock (the "Series C Stock Conversion Rate") shall be the product obtained by multiplying .002 by the aggregate number of the Company's Common Stock, on a fully diluted basis, issued and outstanding at the time of the Conversion as shown on the records of the Company's stock transfer agent. (d) Mechanics of the Conversion. Upon a Conversion, the holder of Series C Stock shall surrender the applicable certificate or certificates therefore, duly endorsed, at the office of the Company or any transfer agent for the Series C Stock, and shall give written notice to the Company, of the Conversion and the number of shares of Series C Stock being converted. Thereupon, the Company shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. A Conversion shall be deemed to have been made at the close of the first business day after the date both notice has been given and the applicable share certificate or certificates have been delivered to the Company, provided, however, if the foregoing occurs on a business day, before the close of business, the Conversion shall be deemed to have occurred at the close of business on that day (the "Conversion Date"). The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date. (e) Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Common Stock issuable upon the conversion of the Series C Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a transaction provided for elsewhere in this Section 3), in any such event each holder of Series C Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Series C Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. (f) Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date of issuance of the Series C Stock, there is a capital reorganization of the Common Stock (other than a transaction provided for elsewhere in this Section 3), as a part of such capital reorganization, provision shall be made so that the holders of the Series C Stock shall thereafter be entitled to receive upon conversion of the Series C Stock the number of shares of stock or other securities or property of the Company to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof. (g) Notices of Record Date. Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Company, capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each holder of Series C Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Company, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Company, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up. (h) Fractional Shares. Any fractional share of Common Stock resulting from the conversion of the Series C Stock shall be rounded up to the nearest whole Common share. (i) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (j) Notices. Any notice required by the provisions of this Section 3 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company. (k) No Impairment. The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holder of the Series C Stock against impairment. 4. Redemption. ----------- (a) On or after February 14, 2003, the Company may, in its sole discretion, with 5 days notice, redeem some or all of the outstanding shares of Series C Stock at a "Redemption Price" equal to $12,000 per share. The Series C Shareholder may elect to convert their shares under Section 3(a) above by notifying the Company of their election prior to the expiration of the five day notice period. (b) To redeem Series C Stock, the Company, at least five (5) days prior to the date on which it desires to redeem such stock (the "Redemption Date"), shall send the applicable holder of Series C Stock a notice of the redemption, provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceedings for the redemption of any shares of Series C Stock. Such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; and (iii) the number of shares of Series C Stock to be redeemed. (c) Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof. (d) All shares of Series C Stock redeemed pursuant to this Section 4 shall be restored to the status of authorized and unissued shares of Series C Stock, without designation as to series and may thereafter be reissued as shares of any series of preferred stock other than shares of Series C Stock. This Amended and Restated Certificate of Designation of Series C Convertible Preferred Stock has been executed and adopted on behalf of the Company as of September 14, 2004. FORCE PROTECTION, INC. By: __/s/ Michael Watts___ Name: Michael Watts Title: Chief Executive Officer