Units1 T3 Motion, Inc. Units Consisting of One Share of Common Stock, One Class H Warrant and One Class I Warrant UNDERWRITING AGREEMENTT3 Motion, Inc. • April 8th, 2011 • Motor vehicles & passenger car bodies • New York
Chardan Capital Markets, LLC As the Representative of the several underwriters named in Schedule I hereto 17 State Street, Suite 1600 New York, NY 10004
T3 Motion, Inc. and Securities Transfer Corporation as Warrant Agent Warrant Agency Agreement Dated as of _________, 2011Warrant Agency Agreement • April 8th, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • Delaware
WARRANT AGENCY AGREEMENT, dated as of ________, 2011 (“Agreement”), between T3 Motion, Inc., a Delaware corporation (the “Company”) and _____________________(the “Warrant Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • April 8th, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Underwriting Agreement dated on or about the date hereof. Pursuant to Section 4(l) of the Underwriting Agreement and in satisfaction of a condition of the Underwriters’ obligations under the Underwriting Agreement, the undersigned irrevocably agrees with the Company and the Representative that, from the date hereof until the 12 month anniversary of the date of the Prospectus (such period, the “Restriction Period”), the undersigned will not, and will cause all affiliates (as defined in Rule 144) of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned not to, without the prior written consent of the Representative or as otherwise expressly stated this Letter Agreement, directly or indirectly (i) offer, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April ___, 2011, by and among T3 Motion, Inc., a Delaware corporation (the “Company”), and each of the signatories hereto (each an “Investor” and collectively, the “Investors”).
PREFERRED STOCK WAIVER AND CONVERSION AGREEMENTPreferred Stock Waiver and Conversion Agreement • April 8th, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This Preferred Stock Waiver and Conversion Agreement (the “Agreement”), dated as of the __ day of April, 2011, is made and entered into by and among T3 Motion, Inc., a Delaware corporation (the “Company”), Vision Opportunity Master Fund Ltd. (“VOMF”) and Vision Capital Advantage Fund L.P. (“VCAF”, and together with VOMF, “Vision”) and Ki Nam (the “CEO”).
