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Exhibit 99.3
THE WARRANT REPRESENTED HEREBY, AND ALL SHARES OF CAPITAL STOCK
ISSUABLE
HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED
(THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS REMITTED UNDER THE ACT AND THE
APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.
WARRANT TO PURCHASE COMMON STOCK OF TRANSBOTICS CORPORATION,
A DELAWARE CORPORATION
(Subject to Adjustment)
Common Stock Warrant No. 1 875,000 Shares of Common Stock
THIS CERTIFIES THAT, for value received, John H. Robison
Irrevocable Trust,
established under agreement dated September 17, 1988 ("Holder"),
is entitled,
subject to the terms and conditions of this Warrant, at any time
or from time to
time after November 30, 2007 (the "Effective Date"), and before
5:00 p.m.
Eastern Standard Time on November 30, 2011 (the "Expiration
Date"), to purchase
from TRANSBOTICS CORPORATION, a Delaware corporation (the
"Company") EIGHT
HUNDRED SEVENTY-FIVE THOUSAND (875,000) shares of Common Stock
(as hereinafter
defined, and subject to adjustment as provided herein) of the
Company at a price
per share of $0.40 (the "Purchase Price"). Both the number of
shares of Common
Stock purchasable upon exercise of this Warrant and the Purchase
Price are
subject to adjustment and change as provided herein.
Section 1. Definitions. Capitalized terms used herein but not
otherwise
defined shall have the meanings ascribed to such terms in the
Purchase
Agreement. As used in this Warrant the following terms shall
have the following
respective meanings:
"Common Stock" shall mean the Common Stock of the Company and
any
other securities at any time receivable or issuable upon
exercise of this
Warrant.
"Registered Holder" shall mean any Holder in whose name this
Warrant
is registered upon the books and records maintained by the
Company.
"Warrant" as used herein, shall include this Warrant and any
warrant
delivered in substitution or exchange therefor as provided
herein.
Section 2. Exercise of Warrant.
(a) Payment. Subject to compliance with the terms and conditions
of
this Warrant and applicable securities laws, this Warrant may be
exercised,
in whole or in part at any time or from time to time, on or
before the
Expiration Date by the delivery (including, without limitation,
delivery by
facsimile) of the form of Notice of Exercise attached hereto as
Exhibit 1
(the "Notice of Exercise"), duly executed by the Holder, at the
principal
office of the Company, and as soon as practicable after such
date:
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(i) the surrender of this Warrant at the principal office of
the
Company; and
(ii) payment, (A) in cash (by check) or by wire transfer, (B)
by
cancellation by the Holder of indebtedness of the Company to
the
Holder; or (C) by a combination of (A) and (B), of an amount
equal to
the product obtained by multiplying the number of shares of
Common
Stock being purchased upon such exercise by the then
effective
Purchase Price (the "Exercise Amount").
(b) Stock Certificates; Fractional Shares. As soon as
practicable on
or after any date of exercise of this Warrant, the Company shall
issue and
deliver to the person or persons entitled to receive the same a
certificate
or certificates for the number of whole shares of Common Stock
issuable
upon such exercise. No fractional shares or scrip representing
fractional
shares shall be issued upon an exercise of this Warrant.
(c) Partial Exercise; Effective Date of Exercise. In case of
any
partial exercise of this Warrant, the Company shall cancel this
Warrant
upon surrender hereof and shall execute and deliver a new
Warrant of like
tenor and date for the balance of the shares of Common Stock
purchasable
hereunder. This Warrant shall be deemed to have been exercised
immediately
prior to the close of business on the date of its surrender for
exercise as
provided above. The person entitled to receive the shares of
Common Stock
issuable upon exercise of this Warrant shall be treated for all
purposes as
the holder of record of such shares as of the close of business
on the date
the Holder is deemed to have exercised this Warrant.
Section 3. Valid Issuance; Taxes. All shares of Common Stock
issued upon
the exercise of this Warrant shall be validly issued, fully paid
and
non-assessable, and the Company shall pay all taxes and other
governmental
charges that may be imposed in respect of the issue or delivery
thereof. The
Company shall not be required to pay any tax or other charge
imposed in
connection with any transfer involved in the issuance of any
certificate for
shares of Common Stock in any name other than that of the
Registered Holder of
this Warrant, and in such case the Company shall not be required
to issue or
deliver any stock certificate or security until such tax or
other charge has
been paid, or it has been established to the Company's
reasonable satisfaction
that no tax or other charge is due.
Section 4. Adjustment of Purchase Price and Number of Shares.
The number of
shares of Common Stock issuable upon exercise of this Warrant
(or any shares of
stock or other securities or property receivable or issuable
upon exercise of
this Warrant) and the Purchase Price are subject to adjustment
upon occurrence
of the following events:
(a) Adjustment for Stock Splits, Stock Subdivisions or
Combinations of
Shares. The Purchase Price of this Warrant shall be
proportionally
decreased and the number of shares of Common Stock issuable upon
exercise
of this Warrant (or any shares of stock or other securities at
the time
issuable upon exercise of this Warrant) shall be proportionally
increased
to reflect any stock split or subdivision of the Company's
Common Stock.
The Purchase Price of this Warrant shall be proportionally
increased and
the number of shares of Common Stock issuable upon exercise of
this Warrant
(or any shares of stock or other securities at the time issuable
upon
exercise of this Warrant) shall be proportionally decreased to
reflect any
combination of the Company's Common Stock.
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(b) Adjustment for Dividends or Distributions of Stock or
Other
Securities or Property. In case the Company shall make or issue,
or shall
fix a record date for the determination of eligible holders
entitled to
receive, a dividend or other distribution with respect to the
Common Stock
(or any shares of stock or other securities at the time issuable
upon
exercise of the Warrant) payable in (i) securities of the
Company or (ii)
assets (excluding cash dividends paid or payable solely out of
retained
earnings), then, in each such case, the Holder of this Warrant
on exercise
hereof at any time after the consummation, effective date or
record date of
such dividend or other distribution, shall receive, in addition
to the
shares of Common Stock (or such other stock or securities)
issuable on such
exercise prior to such date, and without the payment of
additional
consideration therefor, the securities or such other assets of
the Company
to which such Holder would have been entitled upon such date if
such Holder
had exercised this Warrant on the date hereof and had
thereafter, during
the period from the Effective Date to and including the date of
such
exercise, retained such shares and/or all other additional stock
available
by it as aforesaid during such period giving effect to all
adjustments
called for by this Section 4.
(c) Reclassification. If the Company, by reclassification of
securities or otherwise, shall change any of the securities as
to which
purchase rights under this Warrant exist into the same or a
different
number of securities of any other class or classes, this Warrant
shall
thereafter represent the right to acquire such number and kind
of
securities as would have been issuable as the result of such
change with
respect to the securities that were subject to the purchase
rights under
this Warrant immediately prior to such reclassification or other
change and
the Purchase Price therefore shall be appropriately adjusted,
all subject
to further adjustment as provided in this Section 4. No
adjustment shall be
made pursuant to this Section 4(c) upon any conversion or
redemption of the
Common Stock which is the subject of Section 4(e).
(d) Adjustment for Capital Reorganization, Merger or
Consolidation. In
case of any capital reorganization of the capital stock of the
Company
(other than a combination, reclassification, exchange or
subdivision of
shares otherwise provided for herein), or any merger or
consolidation of
the Company with or into another corporation, or the sale of all
or
substantially all the assets of the Company then, and in each
such case, as
a part of such reorganization, merger, consolidation, sale or
transfer,
lawful provision shall be made so that the Holder of this
Warrant shall
thereafter be entitled to receive upon exercise of this Warrant,
during the
period specified herein and upon payment of the Purchase Price
then in
effect, the number of shares of stock or other securities or
property of
the successor corporation resulting from such reorganization,
merger,
consolidation, sale or transfer that a holder of the shares
deliverable
upon exercise of this Warrant would have been entitled to
receive in such
reorganization, consolidation, merger, sale or transfer if this
Warrant had
been exercised immediately before such reorganization,
merger,
consolidation, sale or transfer, all subject to further
adjustment as
provided in this Section 4. The foregoing provisions of this
Section 4.4
shall similarly apply to successive reorganizations,
consolidations,
mergers, sales and transfers and to the stock or securities of
any other
corporation that are at the time receivable upon the exercise of
this
Warrant. If the per-share consideration payable to the Holder
hereof for
shares in connection with any such transaction is in a form
other than cash
or marketable securities, then (i) the value of such
consideration shall be
determined in good faith by the Company's Board of Directors and
(ii) if it
would create, in the Holder's reasonable belief, a significant
regulatory
burden on the Holder to receive such non-cash consideration,
then the
Holder shall have the right to receive, upon exercise of this
Warrant and
in lieu of such non-cash consideration, an amount in cash based
upon the
value determined in the preceding clause (a). In all events,
appropriate
adjustment (as determined in good faith by the Company's Board
of
Directors) shall be made in the application of the provisions of
this
Warrant with respect to the right
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