exv10w6






Exhibit 10.6




EXHIBIT G




FORM OF LOCK-UP AGREEMENT




     December 30, 2008


Each Purchaser referenced below:





			
	Re:	 	Securities Purchase Agreement, dated as of December 30, 2008 (the “Purchase
Agreement”), between T3 Motion, Inc., a Delaware corporation (the
“Company”) and the purchasers signatory thereto (each, a “Purchaser”
and, collectively, the “Purchasers”)




Ladies and Gentlemen:




     Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”)
shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a)(vi) of the
Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the
Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof
until the June 30, 2011 (such period, the “Restriction Period”), the undersigned will not
offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the
undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or
Common Stock Equivalents beneficially owned, held or hereafter acquired by the undersigned (the
“Securities”); provided, however, that commencing on December 30, 2009, the
undersigned shall have the right to sell an amount of Securities equal to 1/12th of the
Securities in each calendar month through the end of the Restriction Period. Beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this
covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer
Agent from effecting any actions in violation of this Letter Agreement.



     The undersigned acknowledges that the execution, delivery and performance of this Letter
Agreement is a material inducement to each Purchaser to complete the transactions contemplated by
the Purchase Agreement and that each Purchaser (which shall be a third party beneficiary of this
Letter Agreement) and the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and
authority to execute, deliver and perform this Letter Agreement, that the undersigned has received
adequate consideration therefor and that the undersigned will indirectly benefit from the closing
of the transactions contemplated by the Purchase Agreement.



     This Letter Agreement may not be amended or otherwise modified in any respect without the
written consent of each of the Company, each Purchaser and the undersigned. This Letter



 









 







Agreement shall be construed and enforced in accordance with the laws of the State of New York
without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to
the exclusive jurisdiction of the United States District Court sitting in the Southern District of
New York and the courts of the State of New York located in Manhattan, for the purposes of any
suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives,
and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not
personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is
brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper.
The undersigned hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at
the address in effect for notices to it under the Purchase Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and
each Purchaser and that each Purchaser is not entitled to cast any votes on the matters herein
contemplated and that no issuance or sale of the Securities is created or intended by virtue of
this Letter Agreement.



     This Letter Agreement may be executed in multiple counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood
that all parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf” signature page were an
original thereof.



     By its signature below, the Transfer Agent hereby acknowledges and agrees that, reflecting
this Letter Agreement, it has placed an irrevocable stop transfer instruction on all Securities
beneficially owned by the undersigned until the end of the Restriction Period. This Letter
Agreement shall be binding on successors and assigns of the undersigned with respect to the
Securities and any such successor or assign shall enter into a similar agreement for the benefit of
the Purchasers.



*** SIGNATURE PAGE FOLLOWS***




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     This Letter Agreement may be executed in two or more counterparts, all of which when taken
together may be considered one and the same agreement.



	 	 	 	 	 
	




 	 	 
	

Signature

 	 	 
	



Ki Y. Nam

Print Name

 	 	 


CEO

Position in Company



Address for Notice:



78 Linda Isle Drive



Newport Beach, CA 92660



28,955,230 (Ki Nam — 27,155,230; Michelle Nam — 900,000; Justin Nam — 900,000)

Number of shares of Common Stock



1,000,000

Number of shares of Common Stock underlying subject to warrants, options, debentures or other
convertible securities





     By signing below, the Company agrees to enforce the restrictions on transfer set forth in this
Letter Agreement.



	 	 	 	 	 
	 
	 	 	 
	 
	By:  	 	 	 
	 	Name:  	Kelly Anderson 	 	 
	 	Title:  	CFO 	 	 
	 



Acknowledged and agreed to

as of the date set forth above:




	 	 	 	 	 
	Securities Transfer Corporation

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




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