Inventory Uses in Lenders as Loss Payee Clause

Lenders as Loss Payee from Loan and Security Agreement

This Loan and Security Agreement, is entered into as of March 21, 2013, among Alpha Capital Anstalt ("Alpha") and Brio Capital Master Fund, Ltd. ("Brio" and together with Alpha each a "Lenders" collectively the "Lenders"), T3 Motion, Inc. ("Borrower"), a Delaware corporation, and Collateral Agents, LLC (the "Collateral Agent").

Lenders as Loss Payee. All such policies of insurance shall be in such form, with such companies, and in such amounts as may be reasonably satisfactory to Lenders. All such policies of insurance (except those of public liability and property damage) shall contain a 438BFU Lenders' loss payable endorsement or comparable endorsement, or an equivalent endorsement in a form satisfactory to Lenders, showing Lenders as additional loss payee thereof, and shall contain a waiver of warranties, and shall specify that the insurer must give at least thirty (30) days' prior written notice to Lenders before canceling its policy for any reason. Borrower shall deliver to Lenders certified copies of such policies of insurance and evidence of the payment of all premiums therefor. All proceeds payable under any such policy shall be payable to Lenders to be applied on account of the Obligations.