Contractual Rights Offered to Major Investors in T3 Motion, Inc.

T3 Motion, a manufacturer of personal mobility vehicles powered by electric motors that had been listed on the OTC Bulletin Board, initiated trading on the NYSE Amex with an underwritten offering units consisting of one common share, one Class H warrant and one Class I warrant (Form 424B4 filed May 17, SEC File No. 333-171163).  Each warrant entitles the holder to purchase one common share but cannot be exercised until three months after issuance.  The common shares and warrants will trade only as a part of a unit for 90 days following the closing of the offering.

T3 also offers 25 contractual rights to the purchasers of at least $500,000 of units in this offering as well as certain insiders converting their debt into units in a private placement concurrent with this prospectus (collectively, "$500,000 Investors"), which relate to Class H and Class I warrants.  In connection with such rights, the company plans to enter into agreements with the $500,000 Investors whereby, subject to certain exceptions, T3 may not sell or issue any common stock or equivalents at a per share price lower than the exercise price of the Class H or Class I warrants without prior written consent from such $500,000 Investors that hold at least 67% of all Class H and Class I warrants originally acquired by the $500,000 Investors.  

These negative covenant agreements also restrict T3 from engaging in certain types of change of control transactions in which common stock is exchanged for all cash or non-publicly traded securities without prior written consent from the $500,000 Investors (and permitted assigns).  The $500,000 Investors may assign their rights under these agreements in whole, but not in part, to a purchaser of their Class H or Class I warrants.  An agreement terminates with respect to any $500,000 Investor upon the earlier of the date that Class H and Class I warrants are no longer outstanding or at such time that such investor no longer holds Class H or Class I warrants.  The form of letter agreement was filed as Exhibit 4.6 to the Form S-1 on May 13.