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EXHIBIT 10.5
AMENDMENT NO. 3
TO
RIGHT OF FIRST REFUSAL AGREEMENT
This
Amendment No. 3, which shall be effective as of the 16th day of
March, 2005 (the "Amendment"), to the Right
of First Refusal Agreement dated as
of the 4th day of March, 2004, by and among
Trans-Industries, Inc., a Delaware
corporation (the "Company"), the Investors
and the Stockholders (each as defined
in the Original Agreement), as amended (the
"Original Agreement"), is entered
into on May 23, 2005 by and among the
Company and the Stockholders of at least a
majority of the shares of capital stock
subject to the Original Agreement held
by such Stockholders, based upon voting
power and calculated on an
as-if-converted basis, together with the
consent of the Investors holding at
least a majority of the outstanding shares
of Common Stock held by all Investors
on an as-converted-basis.
BACKGROUND
A. The
parties hereto desire to amend the Original Agreement on the
terms
and conditions contained herein.
B.
Capitalized terms not otherwise defined herein shall have the
meanings
given to them in the Original
Agreement.
Now,
therefore, in consideration of their mutual covenants and
agreements
contained in this Amendment, the parties
hereby agree as follows:
1.
Amendments.
(a) 579,389 shares of Common Stock of the Company heretofore
owned
by Dale Coenen shall not be subject to the
Right of First Refusal Agreement.
Section 1.1.10 "Permitted Transfer and
Article II and Section 2.7 shall and are
hereby amended to allow Dale Coenen to
transfer such shares without first having
complied with the right of first refusal or
transfer notice as set f
