NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT.
UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE THE
DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF
(I) DECEMBER 31, 2007 AND (II) THE DATE THE ISSUER
BECAME A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON
ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER
SET FORTH IN SECTION 5 OF THIS WARRANT
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Warrant
No. 2007A-1
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Number
of Shares: 697,639
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(subject
to adjustment)
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Date
of Issuance: December 31, 2007
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|
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Original
Issue Date (as defined in subsection 2(a)): December 31,
2007
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T3 MOTION, INC.
Common Stock Purchase Warrant
(Void
after December 31, 2012)
T3
Motion, Inc., a Delaware corporation (the
“Company”), for value received, hereby certifies
that Immersive Media Corp., or its registered assigns (the
“Registered Holder”), is entitled, subject to the
terms and conditions set forth below, to purchase from the
Company, at any time or from time to time on or after the date
of issuance and on or before 5:00 p.m. (Los Angeles time) on
December 31, 2012, SIX HUNDRED NINETY SEVEN THOUSAND SIX
HUNDRED THIRTY NINE (697,639) shares of Common Stock, $0.001
par value per share, of the Company (“Common
Stock”), at a purchase price of $1.081 per
share. The shares purchasable upon exercise of this
Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the “Warrant
Shares” and the “Purchase Price,”
respectively. This Warrant is being issued in
conjunction with the issuance and sale of Company common
shares and a Company promissory note
pursuant to a Securities Purchase Agreement by and between the
Company and the Registered Holder on or about this
date.
1.
Exercise
.
(a)
Exercise for
Cash . The Registered Holder may, at its
option, elect to exercise this Warrant, in whole or in part
and at any time or from time to time, by surrendering this
Warrant, with the purchase form appended hereto as Exhibit I
duly executed by or on behalf of the Registered Holder, at the
principal office of the Company, or at such other office or
agency as the Company may designate, accompanied by payment in
full, in lawful money of the United States, of the Purchase
Price payable in respect of the number of Warrant Shares
purchased upon such exercise.
(b)
Exercise
Date . Each exercise of this Warrant shall
be deemed to have been effected immediately prior to the close
of business on the day on which this Warrant shall have been
surrendered to the Company as provided in subsection 1(a)
above (the “Exercise Date”). At such
time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such
exercise as provided in subsection 1(c) below shall be deemed
to have become the holder or holders of record of the Warrant
Shares represented by such certificates.
(c)
Issuance of
Certificates . As soon as practicable after
the exercise of this Warrant in whole or in part, and in any
event within 5 days thereafter, the Company, at its expense,
will cause to be issued in the name of, and delivered to, the
Registered Holder, or as the Registered Holder (upon payment
by the Registered Holder of any applicable transfer taxes) may
direct:
(i) a
certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon
such exercise plus, in lieu of any fractional share to which
the Registered Holder would otherwise be entitled, cash in an
amount determined pursuant to Section 3 hereof;
and
(ii) in
case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, calling in the
aggregate on the face or faces thereof for the number of
Warrant Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face
of this Warrant minus the number of Warrant Shares for which
this Warrant was so exercised (which, in the case of an
exercise pursuant to subsection 1(b), shall include both the
number of Warrant Shares issued to the Registered Holder
pursuant to such partial exercise and the number of Warrant
Shares subject to the portion of the Warrant being cancelled
in payment of the Purchase Price).
2.
Adjustments
.
(a)
Adjustment for
Stock Splits and Combinations . If the
Company shall at any time or from time to time after the date
on which this Warrant was first issued (or, if this Warrant
was issued upon partial exercise of, or in replacement of,
another warrant of like tenor, then the date on which such
original warrant was first issued) (either such date being
referred to as the “Original Issue Date”) effect a
subdivision of the outstanding Common Stock, the Purchase
Price then in effect immediately before that subdivision shall
automatically, without any action by any person, be
proportionately decreased. If the Company shall at
any time or from time to time after the Original Issue Date
combine the outstanding shares of Common Stock, the Purchase
Price then in effect immediately before the combination shall
be proportionately increased. Any adjustment under
this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes
effective.
(b)
Adjustment for Certain Dividends and Distributions
. In the event the Company at any time, or from time to
time after the Original Issue Date, shall make or issue, or fix a
record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the
Purchase Price then in effect immediately before such event shall
automatically, without any action by any person, be decreased as of
the time of such issuance or, in the event such a record date shall
have been fixed, as of the close of business on such record date,
by multiplying the Purchase Price then in effect by a
fraction:
(1) the
numerator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record
date, and
(2) the
denominator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record
date plus the number of shares of Common Stock issuable in
payment of such dividend or distribution;
provided , however , that
if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly
as of the close of business on such record date and thereafter the
Purchase Price shall be adjusted pursuant to this paragraph as of
the time of actual payment of such dividends or
distributions.
(c)
Adjustment in
Number of Warrant Shares . When any
adjustment is required to be made in the Purchase Price
pursuant to subsections 2(a) or 2(b), the number of
Warrant Shares purchasable upon the exercise of this Warrant
shall automatically be changed, without any action by any
person, to the number determined by dividing (i) an
amount equal to the number of shares issuable upon the
exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior
to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.
(d)
Adjustments for
Other Dividends and Distributions . In the
event the Company at any time or from time to time after the
Original Issue Date shall make or issue, or fix a record date
for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in
securities of the Company (other than shares of Common Stock)
or in cash or other property (other than regular cash
dividends paid out of earnings or earned surplus, determined
in accordance with generally accepted accounting principles),
then and in each such event provision shall be made so that
the Registered Holder shall receive upon exercise hereof, in
addition to the number of shares of Common Stock issuable
hereunder, the kind and amount of securities of the Company,
cash or other property which the Registered Holder would have
been entitled to receive had this Warrant been exercised on
the date of such event and had the Registered Holder
thereafter, during the period from the date
of such event to and including the Exercise Date, retained any
such securities receivable during such period, giving
application to all adjustments called for during such period
under this Section 2 with respect to the rights of the
Registered Holder.
(e)
Adjustment for
Reorganization . If there shall occur any
reorganization, recapitalization, reclassification,
consolidation, merger or other transaction involving the
Company in which the Common Stock is converted into or
exchanged for securities, cash or other property (other than a
transaction covered by subsections 2(a), 2(b) or 2(d))
(collectively, a “Reorganization”), then,
following such Reorganization, the Registered Holder shall
receive upon exercise hereof the kind and amount of
securities, cash or other property which the Registered Holder
would have been entitled to receive pursuant
