0000950123-11-043955 Sample Contracts

RESTATED DEBENTURE AMENDMENT AND CONVERSION AGREEMENT

Debenture Amendment and Conversion Agreement • May 3rd, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York

• Contract Type
  Debenture Amendment and Conversion Agreement
• Filed
  May 3rd, 2011
• Company
  T3 Motion, Inc.
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  New York

This Restated Debenture Amendment and Conversion Agreement (the “Agreement”), dated as of the 2nd day of May, 2011, is made and entered into by and among T3 Motion, Inc., a Delaware corporation (the “Company”), and Vision Opportunity Master Fund Ltd. (the “Investor”).

T3 Motion, Inc. and Securities Transfer Corporation as Warrant Agent Warrant Agency Agreement Dated as of _________, 2011

Warrant Agency Agreement • May 3rd, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • Delaware

• Contract Type
  Warrant Agency Agreement
• Filed
  May 3rd, 2011
• Company
  T3 Motion, Inc.
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  Delaware

WARRANT AGENCY AGREEMENT, dated as of ________, 2011 (“Agreement”), between T3 Motion, Inc., a Delaware corporation (the “Company”) and _____________________(the “Warrant Agent”).

PREFERRED STOCK CONVERSION AGREEMENT

Preferred Stock Conversion Agreement • May 3rd, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York

• Contract Type
  Preferred Stock Conversion Agreement
• Filed
  May 3rd, 2011
• Company
  T3 Motion, Inc.
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  New York

This Preferred Stock Conversion Agreement (the “Agreement”), dated as of the ___ day of May, 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”).