EXHIBIT 99.3
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DEFINITIVE ASSET PURCHASE AGREEMENT
This DEFINITIVE ASSET PURCHASE AGREEMENT (this "Agreement") is made
and entered
into as of the _26th__ day of April, 2007, by and between
AUTOMOTION SYSTEMS,
INC., a Florida corporation ("Seller") and TRANSBOTICS CORPORATION,
a Delaware
Corporation ("Buyer"),
RECITALS
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WHEREAS, Seller desires to sell to Buyer and Buyer desires to
purchase from
Seller, on the terms and subject to the conditions hereinafter set
forth,
certain of the assets and properties of Seller; and
WHEREAS, in connection with the purchase of assets hereunder,
Seller
desires to assign, and Buyer has agreed to assume, on the terms and
subject to
the conditions hereafter set forth, certain of the contracts,
agreements and
obligations of Seller.
NOW,
THEREFORE, in consideration of these premises and the mutual
agreements set forth below and for other good and valuable
considerations, the
receipt and sufficiency of which are herby expressly acknowledged,
the parties
agree as follows:
ARTICLE 1
DEFINITIONS
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The
terms defined in this Article shall have the following
respective
meanings:
"Assigned Contracts" means all contracts, leases and agreements
entered
into by Seller that are identified on Schedule 1.1, attached.
"Assumed Liabilities" means the liabilities and obligations of
Seller
arising under the equipment leases, maintenance contracts and other
agreements
incurred by Seller in the ordinary course of the Business which are
identified
on Schedule 1.2, attached.
"Books and Records" means all books, records and data in whatever
form and
however stored, pertaining to or created in the ordinary course of
the Business
including but not limited to financial and account books and
reports, customer,
prospect and supplier lists, employee files, job status reports
and
correspondence.
"Business" means the currently conducted business of selling
automated
vehicles and carts and installing and servicing the same conducted
by Seller.
"Closing" means the consummation and effectuation of the
transactions
contemplated by this Agreement pursuant to its terms.
"Closing Date" means the date on which the Closing actually
occurs.
"Equipment" means the equipment and computer and software of
Seller
identified on Schedule 1.3, attached.
"Goodwill" means the goodwill associated with the Intellectual
Property and
the Business.
"Intellectual Property" means the trade names, trademarks,
patents,
inventions, trade secrets, works of authorship, copyrights,
designs,
specifications, drawings, concepts, mask works and all other
intellectual
property used by Seller in the Business.
"Inventory" means the parts, components, supplies, work in
progress,
finished goods and all other items purchased by Seller and held by
Seller for
resale or for incorporation into its products for sale in the
ordinary course of
business. Inventory is listed individually on Schedule D2 to
Exhibit D,
attached.
"Other Assets" means those material items of nominal value used in
the
Business not otherwise listed such as furniture, office supplies
and minor
equipment, marketing brochures and materials, and software licenses
for routine
programs and tools not otherwise accounted for.
"Person" means an individual, partnership, corporation, limited
liability
company or any other legal person or entity.
"Purchased Assets" means the Books and Records, Equipment,
Goodwill,
Intellectual Property, Inventory, Other Assets, Seller's prepaid
expenses for
the Business (if any) as of the Closing Date, and Seller's rights
and interest
under the Assigned Contracts.
<PAGE>
ARTICLE II
PURCHASE AND SALE OF THE PURCHASED ASSETS
On
the terms and subject to the conditions of this Agreement, at
the
Closing, Seller shall sell and assign to Buyer and Buyer shall
purchase and
accept from Seller, all of Seller's right, title and interest in
and to the
Purchased Assets for the considerations set forth in this
Agreement. Seller
shall retain and Buyer shall not acquire any assets other than the
Purchased
Assets.
ARTICLE III
ASSIGNMENT OF RIGHTS AND ASSUMPTION OF LIABILITIES
On
the terms and subject to the conditions hereof, at the Closing
Seller
shall assign to Buyer and Buyer shall accept all rights of Seller
in the
Goodwill and the Intellectual Property. At the Closing Seller shall
likewise
assign to Buyer and Buyer shall assume and agree to perform and
otherwise
discharge the Assigned Contracts, and each of the Assumed
Liabilities and
Seller's obligations under the same when and as the same become
due. Seller
shall retain and discharge and Buyer shall not assume nor be liable
for any
obligations or liabilities of the Business other than the Assigned
Contracts,
and the Assumed Liabilities. Seller shall defend, indemnify and
hold Buyer
harmless from and against any and all attempts to hold Buyer liable
for any
obligations or liabilities of the Business not expressly assumed
hereby.
ARTICLE IV
PURCHASE PRICE
Section 4.1. Payment of Purchase Price. Buyer shall pay to Seller
on the
Closing Date by bank check or wire transfer of immediately
available funds the
Purchase Price.
Section 4.2. Purchase Price. The Purchase Price shall be
$239,502.43
Section 4.3. Allocation of the Purchase Price. The Purchase Price
shall be
allocated against the Purchased Assets as set forth on Exhibit A
attached
(excluding transaction costs incurred by each party). Buyer and
Seller shall
timely complete all required or appropriate IRS forms consistent
with Exhibit A
and shall file a copy of all required forms with its federal income
tax return
for the period that includes the Closing Date. Neither Buyer nor
Seller shall
take any position inconsistent with the allocation set forth on
Exhibit A for
any tax purpose.
Section 4.4. Obsolete Inventory. Buyer, at its sole discretion, may
require
Seller to repurchase any, some or all of Inventory identified on
Schedule D2 to
Exhibit D, rows 299-355, at any time after May 1, 2009 by giving
Buyer written
notice that it is putting the items identified in the notice to
Seller for
repurchase. Such items shall be deemed automatically sold to Seller
effective as
of the receipt of the notice, and Seller shall pay to Buyer in cash
the price
shown as the item cost on Schedule D2 within 30 days after the
effective date of
sale. Any such sale shall be free and clear of liens, claims and
encumbrances.
Seller shall not dissolve prior to May 1, 2010, unless Buyer
notifies Seller in
writing that it will not exercise the "put" provided by this
Section 4.4. This
Section shall survive the Closing.
ARTICLE V
REPRESENATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
Section 5.1. Organization. Seller is a corporation duly organized,
validly
existing and in good standing under the laws of the State of
Delaware, with all
requisite power and authority to own, lease and operate all of its
properties
and assets and to carry out its business as it is presently
conducted.
<PAGE>
Section 5.2. Authority; Consents and Approvals. Seller has all
requisite
power and authority to execute, deliver and perform this Agreement.
The
execution, delivery and performance of this Agreement by Seller
have been duly
and validly authorized and approved by all necessary corporate
action. This
Agreement constitutes the legal, valid and binding obligation of
Seller
enforceable against it in accordance with its terms. The execution
delivery and
performance of this Agreement by Seller will not (with or without
the giving of
notice or the passage of time, or both) (i) violate any provision
of law or any
rule or regulation of any federal, state, or local administrative
agency or
governmental authority applicable to Seller, or any order, writ,
injunction,
judgment or decree of any court, administrative agency or
governmental authority
applicable to Seller; (ii) violate Seller's Articles of
Incorporation, as
amended to the date hereof; (iii) require any consent under or
constitute a
default under any agreement, indenture, mortgage, deed of trust,
lease, license
or other instrument to which Seller is a party or by which it is
bound
(including, without limitation, under any of the Assigned
Contracts), or any
license, permit or certificate held by it, or (iv) require any
consent of,
approval by notice to or registration with any governmental
authority.
Section 5.3. Except as set out on Exhibit B, attached, Seller has
good and
marketable title to or the right to assign the Purchased Assets,
free and clear
of all liens, claims, security interests and encumbrances and has
the full right
and power to transfer to Buyer and shall transfer to Buyer at the
Closing good
and marketable title to the Purchased Assets other than the
Assigned Contracts,
as to which Seller has the full right and power to and shall assign
to Buyer at
the Closing all of its rights and interests.
Section 5.4. Through the Closing, Seller shall have operated the
Business
only in the ordinary course, consistent with past practice and
shall not have
made or entered into any agreement or transaction inconsistent with
the sale of
the Purchased Assets as contemplated by this Agreement. The
Purchased Assets
constitute all of the material assets used in the conduct of the
Business and,
together with the Intellectual Property, are sufficient to continue
the conduct
of the Business by Buyer consistent with Seller's past practice
after the
Closing.
Section 5.5. Seller's books and records accurately and completely
reflect
all of the material financial transactions of the Business for the
periods
identified therein and have been consistently reported from period
to period.
Section 5.6. Except as set forth in Schedule 5.6, there are no
pending
claims for warranty s
