REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2008 • T3 Motion, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March ___, 2008, between T3 Motion, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT t3 motion, inc.T3 Motion, Inc. • November 30th, 2012 • Motor vehicles & passenger car bodies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 “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 ______ shares (as subject to adjustment hereunder, 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).
SERIES G COMMON STOCK PURCHASE WARRANT T3 MOTION, INC.T3 Motion, Inc. • January 6th, 2010 • 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 • November 30th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2012, 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”).
SENIOR SECURED CONVERTIBLE DEBENTURE DUE November 27, 2013T3 Motion, Inc. • November 30th, 2012 • Motor vehicles & passenger car bodies • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 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 Senior Secured Convertible Debenture due November 27, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • November 30th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This SECURITY AGREEMENT, dated as of November 26, 2012 (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 Senior Secured Convertible Debentures due 12 months following their issuance, in the original aggregate principal amount of $4,353,250.00 (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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2008 • T3 Motion, Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2008, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2009 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 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”).
PURCHASE AGREEMENTPurchase Agreement • June 6th, 2013 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of May 23rd, 2013, by and between T3 Motion, Inc., a Delaware corporation, (the “Company”), and Alpha Capital Anstalt, (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • October 29th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • Florida
This SECURITY AGREEMENT is made on this 23rd day of October, 2012 among T3 Motion, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Perry Trebatch, or his Assignees (the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • California
EMPLOYMENT AGREEMENT (this “Agreement”),dated November 26, 2012, between T3 Motion, Inc. (the “Company”) and Rod Keller (“Executive”) (collectively, the “Parties” and, each, a “Party”).
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 11th, 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
RESTATED DEBENTURE AMENDMENT AND CONVERSION AGREEMENTDebenture Amendment and Conversion Agreement • May 9th, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
This Restated Debenture Amendment and Conversion Agreement (the “Agreement”), dated as of the 31st day of March, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • California
THIS EMPLOYMENT AGREEMENT entered into this 13th day of August, 2010 and is effective as of January 1, 2010 (the “Effective Date”) by and between T3 Motion Inc., a Delaware Corporation (the “Company”), with offices located at 2990 Airway Ave., Ste A, Costa Mesa, CA 92626 and Ki Nam, an individual (the “Executive”).
T3 Motion, Inc. and Securities Transfer Corporation as Warrant Agent Warrant Agency Agreement Dated as of _________, 2011Warrant Agency Agreement • May 3rd, 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”).
T3 Motion, Inc. STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • California
Amendment to Series C Common Stock Purchase WarrantT3 Motion, Inc. • June 5th, 2009 • Motor vehicles & passenger car bodies
The Series C Common Stock Purchase Warrant (the “Warrant”) originally issued by T3 Motion, Inc., a Delaware corporation (the “Company”), and currently held by ___, (the “Holder”) granting to Holder the right to purchase up to ___ shares of Common Stock of the Company is hereby amended to provide as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2012, between T3 Motion, Inc., a Delaware corporation (the “Company”) and _Perry Trebatch_(the “Purchaser”) (referred to collectively herein as the “Parties”).
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”).
AMENDMENT TO DEBENTURE, WARRANT AND SECURITIES PURCHASE AGREEMENTWarrant and Securities Purchase Agreement • March 31st, 2009 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT (“Amendment”) TO THE DEBENTURE, WARRANT AND SECURITIES PURCHASE AGREEMENT is made and entered into as of March ___ 2009, by and between T3 Motion, Inc., a Delaware corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (“Holder”) and hereby amends that certain Debenture, Warrant and Agreement (as each are defined in the Recitals below).
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
SECURED PROMISSORY NOTE AGREEMENTSecured Promissory Note Agreement • September 20th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
This Secured Promissory Note Agreement (“Note”) is entered into as of this 14th day of September 2012, between T3 Motion, Inc., a Delaware corporation (the “Company”) and Perry Trebatch the “Holder”)
REPRESENTATIONS AND WARRANTIES AGREEMENT DOCUMENT RW-08102012Representations and Warranties Agreement • August 13th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
These Representations and Warranties apply to all transaction documents related to the Securities Purchase Agreement Document SPA-08102012 (the “Agreement”) dated as of August 10, 2012, between T3 Motion, Inc., a Delaware corporation (the “Company”) and JMJ Financial (the “Purchaser”). All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Agreement.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 13th, 2008 • T3 Motion, Inc. • Delaware
This DIRECTOR INDEMNIFICATION AGREEMENT (this ''Agreement") is made and entered into this July 1, 2007 (the "Effective Date") by and between T3 Motion, Inc., a Delaware corporation (the "Company"), and Steven J. Healy (the "Indemnitee").
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 13th, 2008 • T3 Motion, Inc. • California
INVESTOR RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 2007, by and among T3 Motion, Inc., a Delaware corporation (the "Company"), and Immersive Media Corp., an Alberta, Canada corporation ("Purchaser").
SECURED PROMISSORY NOTE AGREEMENTSecured Promissory Note Agreement • July 16th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
This Secured Promissory Note Agreement (“Note”) is entered into as of this 10th day of July 2012, between T3 Motion, Inc., a Delaware corporation (the “Company”) and JMJ Financial (the “Holder”)
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • March 31st, 2009 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • California
This SETTLEMENT AND RELEASE AGREEMENT (hereinafter, the “Release”) is made and entered into as of March 4, 2009 by and between T3 Motion, Inc., a Delaware corporation (the “Company”) on the one hand, and Sooner Cap, Albert Lin, and Maddog Executive Services, an affiliate of Albert Lin, (collectively “Sooner Cap”) on the other hand. The Company and Sooner Cap may be collectively or singularly referred to hereafter as the “Parties” or the “Party.”
T3 MOTION, INC. AMENDMENT AND WAIVER AGREEMENTSecurity Agreement • March 8th, 2013 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT AND WAIVER AGREEMENT (this “Amendment”) to (i) the Securities Purchase Agreement (the “Purchase Agreement”) dated as of November 26, 2012, by and between T3 Motion, Inc., a Delaware corporation (the “Company”) and the Purchasers, (ii) the Security Agreement (“Security Agreement”) dated as of November 26, 2012, (iii) each of the Subsidiary Guarantees dated as of November 26, 2012 (the “Subsidiary Guarantees”) and (iv) each of the Senior Secured Convertible Debentures due November 27, 2013, (the “Debentures”) is dated as of March 4, 2013, between the Company and the Purchasers. Capitalized terms used, but not defined, herein, shall have the meanings ascribed to such terms in the Purchase Agreement, as amended by this Amendment.
PREFERRED STOCK CONVERSION AGREEMENTPreferred Stock Conversion Agreement • May 3rd, 2011 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • 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”).
SETTLEMENT AGREEMENTSettlement Agreement • August 9th, 2010 • T3 Motion, Inc. • Motor vehicles & passenger car bodies • California
THIS SETTLEMENT AGREEMENT (“Agreement”) is entered into between Preproduction Plastics, Inc. (“Preproduction” or “Plaintiff”), on the one hand, and T3 Motion, Inc. (“T3”) and Ki Nam (“Nam”) (T3, Nam and Jason Kim (“Kim”) collectively shall be referred to as “Defendants”), on the other hand (Plaintiff and Defendants are sometimes collectively referred to herein as the “Parties” and each, at times, a “Party”). This Agreement is made as of July 29, 2010 (the “Agreement Date”).
ADDENDUM TO THE AIR STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET DATED FEBRUARY 14, 2007 BY AND BETWEEN LAND ASSOCIATES TRUST, AS LESSOR AND T3 MOTION, INC, A DELAWARE CORPORATION AS LESSEE FOR THE PROPERTY COMMONLY KNOWN AS 2990 AIRWAY...T3 Motion, Inc. • May 13th, 2008
AMENDMENT TO SECURED PROMISSORY NOTE AGREEMENTSecured Promissory Note Agreement • September 27th, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
This Amendment to Promissory Note Agreement (the “Amendment”), is effective as of September 21, 2012 (the “Effective Date”), and is entered by and between T3 Motion, Inc., a Delaware corporation (“Company”), and Perry Trebatch (hereinafter referred to as the “Holder”).
LICENSING AGREEMENT AMENDMENTLicensing Agreement • March 31st, 2009 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
This Amendment (the “Amendment”), dated as of March 16, 2009, is entered into by and between Immersive Media Company (“Licensor”) and T3 Motion, Inc. (the “Licensee”). The Licensor and the Licensee may collectively or singularly be referred to hereafter as the “Parties” or the “Party.”
AMENDMENT TO SECURED PROMISSORY NOTE AGREEMENTSecured Promissory Note Agreement • October 22nd, 2012 • T3 Motion, Inc. • Motor vehicles & passenger car bodies
This Amendment to Promissory Note Agreement (the “Amendment”), is effective as of October 17, 2012 (the “Effective Date”), and is entered by and between T3 Motion, Inc., a Delaware corporation (“Company”), and Perry Trebatch (hereinafter referred to as the “Holder”).
