10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 30, 2010Convertible Security Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of T3 Motion, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 2990 Airway Avenue, Costa Mesa, California, 92626, designated as its 10% Senior Secured Convertible Debenture due December 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This SECURITY AGREEMENT, dated as of December 30, 2009 (this “Agreement”), is among T3 Motion, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Debentures due one year following their issuance, in the original aggregate principal amount of $3,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
SUBSIDIARY GUARANTEE, dated as of December 30, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between T3 Motion, Inc., a Delaware corporation (the “Company”), and the Purchasers.
SERIES G COMMON STOCK PURCHASE WARRANT T3 MOTION, INC.Security Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vision Opportunity Master Fund, Ltd. (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from T3 Motion, Inc., a Delaware corporation (the “Company”), up to 3,500,000 shares (the “Warrant Shares”) of 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 AGREEMENTSecurities Purchase Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2009, between T3 Motion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
Re: Exchange Agreement, dated as of December 30, 2009 (the “Exchange Agreement”), between T3 Motion, Inc., a Delaware corporation (the “Company”) and the holders signatory thereto (each, a “Holder” and, collectively, the “Holders”)
STOCKHOLDERS AGREEMENTStockholders Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of December 30, 2009, by and among T3 Motion, Inc., a Delaware corporation (the “Company”), Ki Nam, an individual (“Mr. Nam”), and Vision Opportunity Master Fund, Ltd. (“VOMF”) and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”). Each of the Company, Mr. Nam and Vision may herein be referred to as a “Party” and collectively, the “Parties”.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • January 6th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
