THIS WARRANT AND THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


 


COMMON STOCK PURCHASE WARRANT


DOCUMENT W-08102012


 


T3
Motion, INC.


 


	Warrant Shares: 550,000	Initial Issuance Date: August 10, 2012


Aggregate Exercise Amount: $330,000


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, JMJ Financial, its Principal, or its permitted 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 date hereof (the “Initial Exercise Date”) and on or prior to the close
of business on the four (4) year anniversary of the Initial Exercise Date (as subject to adjustment hereunder, the “Termination
Date”), to subscribe for and purchase from T3 Motion, Inc., a Delaware corporation (the “Company”),
up to 550,000 shares (as subject to adjustment herein, the “Warrant Shares”) of common stock of the Company
(the “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 1.2.


 


ARTICLE 1 EXERCISE RIGHTS


 


The Holder will have
the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities Purchase Agreement Document SPA-08102012 dated August
10, 2012 between the Company and the Holder (the “Agreement”).


 


1.1Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the
Initial Exercise Date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of
a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto. Within three (3) business days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or check drawn on a United States bank unless the cashless exercise procedure specified in
Section 1.3 below is specified in the applicable Notice of Exercise. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of
Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the
Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise form within 24 hours of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may
be less than the amount stated on the face hereof.


 


1.2Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.60 per share, subject to adjustment hereunder
(the “Exercise Price”).


 


1.3Cashless
Exercise. If at any time after the earlier of (i) the six (6) month anniversary of the date of the Agreement and (ii) the completion
of the then-applicable holding period required by Rule 144, or any successor provision then in effect, there is no effective Registration
Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 






    	 	1	DOCUMENT W-08102012



    	 



    
 


(A) = the
VWAP on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;


 


(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and


 


(X) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


1.4Termination.
This Warrant will terminate on the Termination Date.


 


1.5Delivery
of Warrant Shares. If permitted by applicable securities laws (i.e., the shares are not restricted securities at the time of
issuance), Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST within two (2) business days of Notice
of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”). For
example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday January 1st, the Company’s
transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic transfer by no later than 2:30
pm eastern time on Wednesday January 3rd. The Warrant Shares shall be deemed to have been issued, and Holder or any
other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes,
as of the date of delivery of the Notice of Exercise. Holder may assess penalties or liquidated damages (both referred to herein
as “penalties”) as follows. For each exercise, in the event that shares are not delivered by the third business day
(inclusive of the day of exercise), the Company shall pay the Holder in cash a penalty of $2,000 per day for each day after the
third business day (inclusive of the day of exercise) until share delivery is made. The Company will not be subject to any penalties
once its transfer agent correctly processes the shares to the DWAC system. The Company will use commercially reasonable efforts
to deliver the Warrant Shares to the Holder the same day or next day.


 


Except as set forth in
this paragraph, in the event that any Warrant Shares are restricted securities at the time of exercise, the timing obligations
and subsequent penalties set forth elsewhere in this Warrant will not be applicable to the Company. In such a circumstance, the
Company will use commercially reasonable efforts to deliver Warrant Shares that are restricted securities to the Holder within
five business days (inclusive of the day of exercise), and the Company shall pay the Holder in cash a penalty of $2,000 per day
for each day after the fifth business day (inclusive of the day of exercise) until share delivery is made. The Company will not
be subject to any further penalties once its transfer agent represents that such Warrant Shares have been given to Federal Express,
or some other nationally recognized overnight service, for next business day delivery to Holder.


 


1.6Delivery
of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled
without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the
Company shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to
the original date of this Warrant.


 


1.7Warrant Exercise
Rescission Rights. If the Warrant Shares are not delivered by DWAC/FAST electronic transfer or in accordance with the timeframe
stated in Section 1.5, Holder may, at any time prior to selling those Warrant Shares, rescind such exercise, in whole or in part,
in which case the Company must, within three (3) days of receipt of notice from the Holder, repay to the Holder the portion of
the exercise price so rescinded and reinstate the portion of the Warrant and equivalent number of Warrant Shares for which the
exercise was rescinded and, for purposes of Rule 144, such reinstated portion of the Warrant and the Warrant Shares shall tack
back to the original date of this Warrant. If Warrant Shares were issued to Holder prior to Holder’s rescission notice, upon
return of payment from the Company, Holder will, within three (3) days of receipt of payment, commence procedures to return the
Warrant Shares to the Company.


 






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1.8Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the
Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of
the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not
honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in
cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss.


 


1.9Make-Whole
for Market Loss after Exercise. At the Holder’s election, if the Company fails for any reason to deliver to the Holder
the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical certificate) and if the Holder incurs a Market
Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating the
amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole as follows:


 


Market Price Loss = [(High trade
price on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number of Warrant Shares)]


 


The Company must pay the Market
Price Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company.


 


1.10Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the
Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder
may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and
the Company must make the Holder whole as follows:


 


Failure to Deliver Loss = [(High
trade price at any time on or after the day of exercise) x (Number of Warrant Shares)]


 


The Company must pay the Failure
to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company.


 


1.11Choice of
Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections 1.9 or
1.10 of this Warrant, shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


1.12Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The
Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.


 






    	 	3	DOCUMENT W-08102012



    	 



    
 


1.13Holder’s
Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the Holder exercise
any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common Stock
outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written or oral request of Holder,
the Company shall within twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding.


 


ARTICLE 2 ADJUSTMENTS


 


2.1Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares
of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such
event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


2.2Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall,
in connection with any transaction or series of transactions entered into by the Company with the primary goal of capital raising,
sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
offer, sale, grant or any option to purchase or other disposition) any Common Stock or any security entitling the holder thereof
(including sales or grants to the Holder) to acquire Common Stock, including, without limitation, any debt, preferred stock, right,
option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock (a “Common Stock Equivalent”), at an effective price per share less than the
Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive
Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued
shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled
to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be
deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price regardless
of whether such holder has received or ever receives shares at such effective price), then simultaneously with the consummation
of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and consequently the
number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after
taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder,
in writing, no later than the business day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents
subject to this Section 2.2, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion
price and other pricing terms (such notice, the “Dilutive Issuance Notice”). In addition, the Company shall
provide the Holder, whenever the Holder requests at any time while this Warrant is outstanding, a schedule of all issuances of
Common Stock or Common Stock Equivalents since the date of the Securities Purchase Agreement, including the applicable issuance
price, or applicable reset price, exchange price, conversion price, exercise price and other pricing terms. The Company shall notify
the Holder in writing of any issuances within twenty-four (24) hours of such issuance. For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this Section 2.2, upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall
be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which
such securities may be converted or exercised. “Variable Rate Transaction” means a transaction in which the
Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include
the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other
price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to
being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters
into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future
determined price.


 






    	 	4	DOCUMENT W-08102012



    	 



    
 


2.3Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 2.1 or 2.2 above, if at any
time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


2.4Pro Rata
Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock
(and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock (which shall be subject to Section 2.3), then in each such case the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of
the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair
market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed
applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed
or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.


 


2.5Terms of
Future Financings. Unless approved in advance by the Holder, so long as this Warrant is outstanding, upon any issuance by the
Company or any of its subsidiaries of any warrant or warrant agreement in connection with any transaction or series of transactions
entered into by the Company with the primary goal of capital raising, and such warrant has any term more favorable to the holder
of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Warrant,
then the Company shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall
become a part of this Warrant. In particular, without limiting the foregoing, so long as this Warrant is outstanding, if the Company
issues any warrant, or enters into any warrant agreement providing rights to its security holders, that contains anti-dilution
or price adjustment provisions (except for customary adjustments as a result of stock dividends, stock splits, combinations of
shares, reorganizations, recapitalizations, reclassifications or other similar events) then such anti-dilution or price adjustment
provisions, at Holder’s option, shall become a term of this Warrant.


 






    	 	5	DOCUMENT W-08102012



    	 



    
 


2.6Notice to
Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly
notify the Holder (by written notice) setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ARTICLE 3 COMPANY COVENANTS


 


3.1Reservation
of Shares. As set forth in Section 3.2 of document SPA-08102012, as of the issuance date of this Warrant and for the remaining
period during which the Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of Warrant Shares upon the full exercise of this Warrant. The Company represents that
upon issuance, such Warrant Shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that its
issuance of this Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty of
executing and issuing shares to execute and issue the necessary Warrant Shares upon the exercise of this Warrant. No further approval
or authority of the stockholders of the Board of Directors of the Company is required for the issuance of the Warrant Shares.


 


3.2No Adverse
Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 


ARTICLE 4 MISCELLANEOUS


 


4.1Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


4.2Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed by the Holder
or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant, shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this
Warrant. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.


 


4.3Assignability.
The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors, and will inure to the
benefit of the Holder and its successors and assigns, and may be assigned by the Holder subject to the provisions of document SPA-08102012.


 


4.4Notices.
Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email,
and if by overnight courier the business day after such notice is deposited with the courier service for delivery. Notices
to the Company shall be sent to both the chief executive officer and chief financial officer of the Company.


 






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4.5Governing
Law. This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without
regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of
such courts.


 


4.6Delivery
of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only by Holder
against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such action
or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server,
or by mailing or otherwise delivering a copy of such process to the Company at its last known address or to its last known attorney
set forth in its most recent SEC filing.


 


4.7No Rights
as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised,
this Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term
may be interpreted by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s
Common Stock exceeds the Exercise Price.


 


4.8Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


4.9Attorney
Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to
any other relief to which the prevailing party may be entitled.


 


4.10Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right
to have any such opinion provided by its counsel. Holder also may request any such opinion to be provided by the Company’s
counsel, with any such request not to be unreasonably denied by the Company.


 


4.11Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies.


 


4.12Amendment
Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented. This Warrant may only be amended
in a writing signed by the Company and the Holder. Any provision of this Warrant may be waived by a party, provided that such waiver
is in writing.


 


4.13No Shorting.
Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or effect any “short
sales” of the common stock or hedging transaction which establishes a net short position with respect to the common stock
of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately completed
Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares
issuable under such Notice of Exercise would not be considered short sales.


 






    	 	7	DOCUMENT W-08102012



    	 



    
 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


 


T3 MOTION, INC.


 


 


By:
/s/ Rod Keller                        


Rod Keller


Chief Executive Officer


  


 


 


HOLDER:


 


 


/s/ Justin Keener                     


JMJ Financial / Its Principal


 


 









    	 	8	DOCUMENT W-08102012



    	 



    
 










NOTICE OF EXERCISE


 


To:T3
MOTION, Inc.


 


(1)  
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)  
Payment shall take the form of (check applicable box):


 


[ ] in lawful
money of the United States; or


 


[ ] the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section
1.3.


 


(3)  
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:


 


_______________________________


 


 


If permitted by applicable securities laws,
the Warrant Shares shall be delivered to the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[SIGNATURE
OF HOLDER]


 


 


Name: _______________________________________


Date: ________________________________________